10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

( X )	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2011

OR

(    )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                            to                                           

Commission file number 0-11399

CINTAS CORPORATION

(Exact name of Registrant as specified in its charter)

WASHINGTON	31-1188630
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

6800 CINTAS BOULEVARD

P.O. BOX 625737

CINCINNATI, OHIO 45262-5737

(Address of principal executive offices)(Zip Code)

(513) 459-1200

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   Ö No     

Indicate by a checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes   Ö No     

Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer   Ö              Accelerated Filer                   Smaller Reporting Company                  

Non-Accelerated Filer         (Do not check if a smaller reporting company)

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No  Ö

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding September 30, 2011
Common Stock, no par value	129,723,256

CINTAS CORPORATION

TABLE OF CONTENTS

Part I.	Financial Information		Page No.
	Item 1.	Financial Statements.
		Consolidated Condensed Statements of Income – Three Months Ended August 31, 2011 and 2010	3
		Consolidated Condensed Balance Sheets – August 31, 2011 and May 31, 2011	4
		Consolidated Condensed Statements of Cash Flows – Three Months Ended August 31, 2011 and 2010	5
		Notes to Consolidated Condensed Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	31
	Item 4.	Controls and Procedures.	31
Part II.	Other Information
	Item 1.	Legal Proceedings.	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
	Item 6.	Exhibits.	32
Signatures			33
Exhibits

2

CINTAS CORPORATION

ITEM 1. FINANCIAL STATEMENTS.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share data)

	Three Months Ended
	August 31, 2011	August 31, 2010
Revenue:
Rental uniforms and ancillary products	$  719,423	$ 657,564
Other services	297,757	266,340
	1,017,180	923,904
Costs and expenses:
Cost of rental uniforms and ancillary products	403,406	371,515
Cost of other services	174,734	158,718
Selling and administrative expenses	310,466	293,425
Operating income	128,574	100,246
Interest income	(365)	(578)
Interest expense	17,334	12,274
Income before income taxes	111,605	88,550
Income taxes	42,967	27,273
Net income	$   68,638	$  61,277
Basic earnings per share	$       0.52	$      0.40
Diluted earnings per share	$       0.52	$      0.40

See accompanying notes.

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CINTAS CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except share data)

	August 31, 2011	May 31, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$    150,312	$   438,106
Marketable securities	126,728	87,220
Accounts receivable, net	439,090	429,131
Inventories, net	280,214	249,658
Uniforms and other rental items in service	405,029	393,826
Income taxes, current	—	33,542
Deferred income tax asset	51,823	45,813
Prepaid expenses and other	29,419	23,481
Total current assets	1,482,615	1,700,777
Property and equipment, at cost, net	946,466	946,218
Goodwill	1,488,152	1,487,882
Service contracts, net	94,431	102,312
Other assets, net	116,228	114,751
	$4,127,892	$4,351,940
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$   100,745	$ 110,279
Accrued compensation and related liabilities	52,230	79,834
Accrued liabilities	225,377	242,691
Income taxes, current	14,261	—
Long-term debt due within one year	226,033	1,335
Total current liabilities	618,646	434,139
Long-term liabilities:
Long-term debt due after one year	1,059,648	1,284,790
Deferred income taxes	194,610	196,321
Accrued liabilities	140,503	134,041
Total long-term liabilities	1,394,761	1,615,152
Shareholders’ equity:
Preferred stock, no par value:
100,000 shares authorized, none outstanding	—	—
Common stock, no par value:
425,000,000 shares authorized,
FY 2012:   173,631,015 issued and 129,722,089 outstanding
FY 2011:   173,346,180 issued and 137,583,884 outstanding	144,523	135,401
Paid-in capital	91,681	95,732
Retained earnings	3,323,894	3,255,256
Treasury stock:
FY 2012:   43,908,926 shares
FY 2011:   35,762,296 shares	(1,505,186)	(1,242,547)
Other accumulated comprehensive income	59,573	58,807
Total shareholders’ equity	2,114,485	2,302,649
	$4,127,892	$4,351,940

See accompanying notes.

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CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended
	August 31, 2011	August 31, 2010
Cash flows from operating activities:
Net income	$ 68,638	$ 61,277
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	38,277	37,362
Amortization of deferred charges	10,233	10,429
Stock-based compensation	4,522	3,046
Deferred income taxes	(7,808)	(2,538)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(10,142)	(13,747)
Inventories, net	(30,770)	(14,799)
Uniforms and other rental items in service	(11,124)	(15,483)
Prepaid expenses and other	(5,983)	(10,921)
Accounts payable	(9,329)	8,420
Accrued compensation and related liabilities	(27,611)	(21,350)
Accrued liabilities	(10,201)	(32,926)
Income taxes payable	47,860	26,528
Net cash provided by operating activities	56,562	35,298
Cash flows from investing activities:
Capital expenditures	(44,421)	(48,200)
Proceeds from redemption of marketable securities	63,561	77,653
Purchase of marketable securities and investments	(107,145)	(6,416)
Acquisitions of businesses, net of cash acquired	(870)	(47,824)
Other, net	6,539	(2,762)
Net cash used in investing activities	(82,336)	(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt	—	1,542
Repayment of debt	(444)	(148)
Repurchase of common stock	(262,639)	(131,336)
Other, net	926	2,181
Net cash used in financing activities	(262,157)	(127,761)
Effect of exchange rate changes on cash and cash equivalents	137	(623)
Net decrease in cash and cash equivalents	(287,794)	(120,635)
Cash and cash equivalents at beginning of period	438,106	411,281
Cash and cash equivalents at end of period	$150,312	$290,646

See accompanying notes.

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations.  While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2011.  A summary of our significant accounting policies is presented beginning on page 38 of that report.  There have been no material changes in the accounting policies followed by Cintas during the current fiscal year.

As disclosed in our Annual Report on Form 10-K, inventories are valued at the lower of cost (first-in, first-out) or market.  Inventory is comprised of the following amounts:

	August 31,		May 31,
(In thousands)	2011		2011
Raw materials	$	19,507	$	16,900
Work in process	21,105		18,907
Finished goods	239,602		213,851
	$	280,214	$	249,658

Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year.  In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.

2.New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of other comprehensive income. The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires an entity to present either one continuous statement of net income and other comprehensive income or in two separate, but consecutive, statements. This new guidance is effective for Cintas for the first quarter of the fiscal year ending May 31, 2013, and is to be applied retrospectively. Cintas does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.

In September 2011, the FASB issued new guidance with respect to the annual goodwill impairment test which adds a qualitative assessment that allows companies to determine whether they need to perform the two-step impairment test. The objective of the guidance is to simplify how companies test goodwill for impairment, and more specifically, to reduce the cost and complexity of performing the goodwill impairment test. The guidance may change how the goodwill impairment test is performed, but should not change the timing or measurement of goodwill impairments.  The qualitative screen is effective for companies with fiscal years beginning after December 15, 2011. Early adoption is permitted for all companies.  Cintas will consider the new guidance in performing its annual goodwill impairment test when appropriate.

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

3.Fair Value Measurements

FASB Accounting Standard Codification (ASC) Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  It also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cintas’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the fair value of its assets and liabilities required to be recorded on a recurring basis at fair value. The first approach is the cost approach. The cost approach is generally the value a market participant would expect to replace the respective asset or liability. The second approach is the market approach. The market approach looks at what a market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those traded on exchanges.

All financial instruments that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated balance sheet date.  These financial instruments measured at fair value on a recurring basis are summarized below:

(In thousands)	As of August 31, 2011
	Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents	$	150,312	$	—	$	—	$	150,312
Marketable securities:
Canadian treasury securities	98,873		27,855		—		126,728
Total assets at fair value	$	249,185	$	27,855	$	—	$	277,040
Current accrued liabilities	$	—	$	548	$	—	$	548
Total liabilities at fair value	$	—	$	548	$	—	$	548

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)	As of May 31, 2011
		Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents		$	438,106	$	—	$	—	$	438,106
Marketable securities:
Canadian treasury securities		61,142		26,078		—		87,220
Total assets at fair value		$	499,248	$	26,078	$	—	$	525,326
Current accrued liabilities		$	—	$	869	$	—	$	869
Total liabilities at fair value		$	—	$	869	$	—	$	869

Cintas’ cash and cash equivalents and marketable securities are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency.  The types of financial instruments based on quoted market prices in active markets include most bank deposits, money market securities and certain Canadian treasury securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.  Cintas does not adjust the quoted market price for such financial instruments.

The types of financial instruments valued based on quoted market prices in markets that are not active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include certain Canadian treasury securities (primarily agency debt obligations). The primary inputs to value Cintas’ marketable securities is the respective instruments future cash flows based on its stated yield and the amount a market participant would pay for a similar instrument.  The valuation technique used for Cintas’ marketable securities classified within Level 2 of the fair market value hierarchy is primarily the market approach. Primarily all of Cintas’ marketable securities are actively traded and the recorded fair value reflects current market conditions.  However, due to the inherent volatility in the investment market, there is at least a possibility that recorded investment values may change in the near term.

The funds invested in Canadian marketable securities are not expected to be repatriated, but instead are expected to be invested indefinitely in foreign subsidiaries.  Interest, realized gains and losses and declines in value determined to be other than temporary on available-for-sale securities are included in interest income or expense.  The cost of the securities sold is based on the specific identification method. The amortized cost basis of the marketable securities as of August 31, 2011 and May 31, 2011 is $126.7 million and $87.3 million, respectively.  All contractual maturities are due within one year.

Current accrued liabilities include foreign currency average rate options and forward contracts.  The fair value of Cintas’ foreign currency average rate options and forward contracts are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated balance sheet date.

Cintas’ non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis primarily relate to assets and liabilities acquired in a business acquisition.  Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a non-

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

recurring basis (including business acquisitions).  Based on the nature of Cintas’ business acquisitions, which occur regularly throughout the fiscal year, the majority of the assets acquired and liabilities assumed consist of working capital, primarily valued using Level 2 inputs, property and equipment, also primarily valued using Level 2 inputs and goodwill and other identified intangible assets valued using Level 3 inputs.  In general, non-recurring fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows.

4.Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares:

(In thousands except per share data)	Three Months Ended
		August 31, 2011		August 31, 2010
Basic Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Basic earnings per share		$	0.52	$	0.40
Diluted Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Effect of dilutive securities – employee stock options		29		—
Diluted weighted average common shares outstanding		131,338		152,164
Diluted earnings per share		$	0.52	$	0.40

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

For the three months ended August 31, 2011 and 2010, 2.5 million and 5.0 million options granted to purchase shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share.  The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).

On October 26, 2010, we announced that the Board of Directors authorized an additional $500.0 million share buyback program at market prices.  We completed the October 26, 2010 share buyback program by purchasing 8.1 million shares of Cintas common stock in June and July 2011 for an aggregate purchase price of $259.5 million.  From the inception of the October 26, 2010 share buyback program through July 29, 2011, Cintas purchased a total of 15.8 million shares of Cintas common stock at an average price of $31.70 per share for a total purchase price of $500.0 million.

5.Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the three months ended August 31, 2011, by operating segment, are as follows:

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Goodwill (in thousands)
Balance as of June 1, 2011	$943,177	$23,995	$192,944	$327,766	$1,487,882
Goodwill acquired	—	—	—	182	182
Foreign currency translation	(24)	10	—	102	88
Balance as of August 31, 2011	$943,153	$24,005	$192,944	$328,050	$1,488,152

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Service Contracts (in thousands)
Balance as of June 1, 2011	$  44,628	$       —	$  35,878	$  21,806	$   102,312
Service contracts acquired	—	—	—	366	366
Service contracts amortization	(4,268)	—	(1,846)	(2,107)	(8,221)
Foreign currency translation	(32)	—	—	6	(26)
Balance as of August 31, 2011	$  40,328	$       —	$  34,032	$  20,071	$  94,431

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Information regarding Cintas’ service contracts and other assets is as follows:

	As of August 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$380,302	$285,871	$  94,431
Noncompete and consulting agreements		$  76,387	$  65,982	$  10,405
Investments(1)		87,924	—	87,924
Other		23,007	5,108	17,899
Total		$187,318	$ 71,090	$116,228

	As of May 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$379,967	$277,655	$102,312
Noncompete and consulting agreements		$  76,091	$  63,982	$  12,109
Investments(1)		84,197	—	84,197
Other		23,135	4,690	18,445
Total		$183,423	$  68,672	$114,751

(1)Investments at August 31, 2011, include the cash surrender value of insurance policies of $54.1 million, equity method investments of $30.9 million and cost method investments of $2.9 million.  Investments at May 31, 2011, include the cash surrender value of insurance policies of $51.1 million, equity method investments of $30.2 million and cost method investments of $2.9 million.

Amortization expense was $10.2 million and $10.4 million for the three months ended August 31, 2011 and 2010, respectively.  Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $38.0 million, $21.0 million, $17.5 million, $14.7 million and $9.5 million, respectively.

Investments recorded using the cost method are evaluated for impairment on an annual basis or when indicators of impairment are identified.  For the three months ended August 31, 2011 and 2010, no losses due to impairment were recorded.

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CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

6.Debt, Derivatives and Hedging Activities

Cintas has a commercial paper program with a capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group.  The revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million and has an expiration date of September 26, 2014.  No commercial paper or borrowings on our revolving credit facility were outstanding at August 31, 2011 or May 31, 2011.

Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2002, fiscal 2007, fiscal 2008 and fiscal 2011.  The amortization of the interest rate lock agreements resulted in an increase to other comprehensive income of $0.4 million and $0.2 million for the three months ended August 31, 2011 and 2010, respectively.

To hedge the exposure of movements in the foreign currency rates, Cintas uses foreign currency hedges.  These hedges would reduce the impact on cash flows from movements in the foreign currency exchange rates.   Examples of foreign currency hedge instruments that Cintas may use are average rate options and forward contracts.  Cintas had average rate options and forward contracts outstanding, included in current accrued liabilities, of $0.5 million and $0.9 million at August 31, 2011 and May 31, 2011, respectively. The average rate options that settled during the first quarter increased foreign currency exchange expense by less than $0.1 million during the three months ended August 31, 2011, and decreased foreign currency exchange expense by $0.1 million during the three months ended August 31, 2010.

Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to capitalization and interest coverage ratios. Cross-default provisions exist between certain debt instruments.  Cintas is in compliance with all of the significant debt covenants for all periods presented.  If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.

7.Income Taxes

In the normal course of business, Cintas provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly.  During the three months ended August 31, 2011, unrecognized tax benefits increased by approximately $0.2 million and accrued interest increased by approximately $1.2 million.

All U.S. federal income tax returns are closed to audit through fiscal 2008.  Cintas is currently in advanced stages of audits in certain foreign jurisdictions and certain domestic states. The years under audit cover fiscal years back to 2004.  Based on the resolution of the various audits, it is reasonably possible that the balance of unrecognized tax benefits could decrease by $13.8 million for the fiscal year ending May 31, 2012.

12

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

8.Comprehensive Income

Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net income.  For Cintas, the only components of other comprehensive income are the change in cumulative foreign currency translation adjustments, the change in the fair value of derivatives, the amortization of interest rate lock agreements and the change in the fair value of available-for-sale securities.  The components of comprehensive income are as follows:

(In thousands)	Three Months Ended
	August 31, 2011	August 31, 2010
Net income	$ 68,638	$ 61,277
Other comprehensive income:
Foreign currency translation adjustment	218	3,349
Change in fair value of derivatives*	153	(606)
Amortization of interest rate lock agreements	377	192
Change in fair value of available-for-sale securities**	18	27
Comprehensive income	$ 69,404	$ 64,239

*   Net of less than $0.1 million and ($0.4) million of tax expense (benefit) for the three months ended August 31, 2011 and 2010, respectively.

** Net of less than $0.1 million of tax expense for both the three months ended August 31, 2011 and 2010, respectively.

9.Litigation and Other Contingencies

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 or consolidated results of operation of Cintas.  Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

Cintas is a defendant in a purported class action lawsuit, Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), filed on May 10, 2004, and pending in the United States District Court, Eastern District of Michigan, Southern Division.  The Serrano plaintiffs alleged that Cintas discriminated against women in hiring into various service sales representative positions across all divisions of Cintas.  On November 15, 2005, the Equal Employment Opportunity Commission (EEOC) intervened in the Serrano lawsuit.  The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  On October 27, 2008, the United States District Court in the Eastern District of Michigan granted summary judgment in favor of Cintas limiting the scope of the putative class in the Serrano lawsuit to female applicants for service sales representative positions at Cintas locations within the state of Michigan.  Consequently, all claims brought by female applicants for service sales representative positions outside of the state of Michigan were dismissed.  Similarly, any claims brought by the EEOC on

13

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

behalf of similarly situated female applicants outside of the state of Michigan have also been dismissed from the Serrano lawsuit.  Cintas is a defendant in another purported class action lawsuit, Blanca Nelly Avalos, et al. v. Cintas Corporation (Avalos), which was filed in the United States District Court, Eastern District of Michigan, Southern Division.  The Avalos plaintiffs alleged that Cintas discriminated against women, African-Americans and Hispanics in hiring into various service sales representative positions in Cintas’ Rental division only throughout the United States.  The Avalos plaintiffs sought injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  The claims in Avalos originally were brought in the lawsuit captioned Robert Ramirez, et al. v. Cintas Corporation (Ramirez), filed on January 20, 2004, in the United States District Court, Northern District of California, San Francisco Division.  On May 11, 2006, the Ramirez and Avalos African-American, Hispanic and female failure to hire into service sales representative positions claims and the EEOC’s intervention were consolidated for pretrial purposes with the Serrano case and transferred to the United States District Court for the Eastern District of Michigan, Southern Division.  The consolidated case was known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos).  On March 31, 2009, the United States District Court, Eastern District of Michigan, Southern Division entered an order denying class certification to all plaintiffs in the Serrano/Avalos lawsuits.   Following denial of class certification, the Court permitted the individual Avalos and Serrano plaintiffs to proceed separately.  In the Avalos case, the Court dismissed the remaining claims of the individual plaintiffs who remained in that case after the denial of class certification.  On May 11, 2010, Plaintiff Tanesha Davis, on behalf of all similarly situated plaintiffs in the Avalos case, filed a notice of appeal of the District Court’s summary judgment order in the United States Court of Appeals for the Sixth Circuit.  The Appellate Court has made no determination regarding the merits of Davis’ appeal.    In September 2010, the Court in Serrano dismissed all private individual claims and all claims of the EEOC and the 13 individuals it claimed to represent.  The EEOC has appealed the District Court’s summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit.  The Court of Appeals has not yet ruled on the EEOC’s appeal.

The litigation discussed above, if decided or settled adversely to Cintas, may, individually or in the aggregate, result in liability material to Cintas’ consolidated financial condition or consolidated results of operation and could increase costs of operations on an ongoing basis.  Any estimated liability relating to these proceedings is not determinable at this time.  Cintas may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if it believes such settlement is in the best interest of Cintas’ shareholders.

Cintas is a defendant in a purported class action lawsuit, Paul Veliz, et al. v. Cintas Corporation (Veliz), filed on March 19, 2003, in the United States District Court, Northern District of California, Oakland Division, alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom Cintas considers exempt employees, and asserting additional related ERISA claims.  On April 5, 2004 and February 14, 2006, the Court stayed the claims of all plaintiffs with valid arbitration agreements pending arbitration of those claims.  Claims made in the Veliz action, therefore, are pending before the United States District Court, Northern District of California and Judge Bruce Meyerson (Ret.), an Arbitrator selected by the parties.  On August 5, 2009, the parties in the Veliz action reached a settlement in principle.  That settlement was granted preliminary approval by the District Court.  The pre-tax impact, net of insurance proceeds, was $19.5 million in fiscal 2010.  Pursuant to the settlement agreement, Cintas paid $22.8 million on December 17, 2010.  On June 3, 2011, the Court granted final approval of the settlement. On July 20, 2011, Cintas paid $1.9 million to satisfy the future income tax liabilities of the class members as they receive their respective shares of the settlement funds.  Any remaining balance of the settlement funds will be used to pay the fees and expenses of the settlement administrator or donated to a charitable organization as determined by the court.

14

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

10.Segment Information

Cintas classifies its businesses into four operating segments based on the types of products and services provided.  The Rental Uniforms and Ancillary Products operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.  In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.  The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services.  The Document Management Services operating segment consists of document destruction, document imaging and document retention services.

Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes.  The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation.  Information related to the operations of Cintas’ operating segments is set forth below:

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
(In thousands)	Products	Sales	Protection	Management	Corporate	Total
As of and for the three months ended August 31, 2011
Revenue	$   719,423	$101,702	$ 103,743	$  92,312	$         —	$1,017,180
Income (loss) before income taxes	$   99,418	$    8,407	$    8,383	$  12,366	$(16,969)	$   111,605
Total assets	$2,555,234	$356,311	$363,692	$575,615	$277,040	$4,127,892
As of and for the three months ended August 31, 2010
Revenue	$   657,564	$  98,780	$  93,534	$  74,026	$     —	$   923,904
Income (loss) before income taxes	$     78,218	$    9,847	$    3,778	$    8,403	$(11,696)	$     88,550
Total Assets	$2,407,268	$221,053	$347,281	$545,853	$369,449	$3,890,904

15

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

11.Supplemental Guarantor Information

Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly-owned principal operating subsidiary of Cintas.  Corp. 2 is the issuer of the $1,275.0 million of long-term senior notes, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly-owned, direct and indirect domestic subsidiaries.

As allowed by SEC rules, the following condensed consolidating financial statements are provided as an alternative to filing separate financial statements of the guarantors.  Each of the subsidiaries presented in the following condensed consolidating financial statements has been fully consolidated in Cintas’ consolidated financial statements.  The following condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Cintas and notes thereto of which this note is an integral part.

Condensed consolidating financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented on the following pages:

16

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	553,748	$	141,915	$	52,583	$	(28,823)	$	719,423
Other services		—		357,732		17,161		29,802		(106,938)		297,757
Equity in net income of affiliates		68,638		—		—		—		(68,638)		—
		68,638		911,480		159,076		82,385		(204,399)		1,017,180
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		346,775		84,352		35,909		(63,630)		403,406
Cost of other services		—		220,833		(2,060)		17,825		(61,864)		174,734
Selling and administrative expenses		—		275,617		15,995		22,284		(3,430)		310,466
Operating income		68,638		68,255		60,789		6,367		(75,475)		128,574
Interest income		—		(80)		(127)		(158)		—		(365)
Interest expense (income)		—		17,776		(448)		6		—		17,334
Income before income taxes		68,638		50,559		61,364		6,519		(75,475)		111,605
Income taxes		—		18,666		22,656		1,647		(2)		42,967
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638

17

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	507,351	$	132,234	$	46,380	$	(28,401)	$	657,564
Other services		—		330,945		121,910		22,780		(209,295)		266,340
Equity in net income of affiliates		61,277		—		—		—		(61,277)		—
		61,277		838,296		254,144		69,160		(298,973)		923,904
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		323,132		79,581		29,820		(61,018)		371,515
Cost of other services		—		213,714		102,792		14,200		(171,988)		158,718
Selling and administrative expenses		—		274,209		378		19,987		(1,149)		293,425
Operating income		61,277		27,241		71,393		5,153		(64,818)		100,246
Interest income		—		(195)		(281)		(100,133)		100,031		(578)
Interest expense (income)		—		12,598		(322)		(2)		—		12,274
Income before income taxes		61,277		14,838		71,996		105,288		(164,849)		88,550
Income taxes		—		3,509		17,027		6,732		5		27,273
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277

18

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312
Marketable securities		—		—		—		126,728		—		126,728
Accounts receivable, net		—		317,851		79,040		42,199		—		439,090
Inventories, net		—		233,867		29,743		13,216		3,388		280,214
Uniforms and other rental items in service		—		313,313		86,022		35,117		(29,423)		405,029
Deferred income tax asset (liability)		—		565		53,973		(2,715)		—		51,823
Prepaid expenses and other		—		5,474		20,049		3,896		—		29,419
Total current assets		—		924,536		328,835		255,279		(26,035)		1,482,615
Property and equipment, at cost, net		—		580,939		280,576		84,951		—		946,466
Goodwill		—		—		1,417,108		71,044		—		1,488,152
Service contracts, net		—		87,227		576		6,628		—		94,431
Other assets, net		1,589,665		1,629,054		2,336,484		373,330		(5,812,305)		116,228
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(354,956)	$	867,512	$	15,417	$	38,019	$	100,745
Accrued compensation and related liabilities		—		36,940		11,982		3,308		—		52,230
Accrued liabilities		—		49,628		151,529		24,220		—		225,377
Income taxes, current (receivable)		—		4,451		32,097		(22,287)		—		14,261
Long-term debt due within one year		—		225,868		165		—		—		226,033
Total current liabilities		(465,247)		(38,069)		1,063,285		20,658		38,019		618,646
Long-term liabilities:
Long-term debt due after one year		—		1,069,302		(11,399)		1,745		—		1,059,648
Deferred (credit) income taxes		—		(7)		188,917		5,700		—		194,610
Accrued liabilities		—		—		139,893		610		—		140,503
Total long-term liabilities		—		1,069,295		317,411		8,055		—		1,394,761
Total shareholders’ equity		2,054,912		2,190,530		2,982,883		762,519		(5,876,359)		2,114,485
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892

19

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MAY 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary						Corporation
		Corporation		Corp. 2		Guarantors		Non-Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	54,957	$	313,283	$	69,866	$	—	$	438,106
Marketable securities		—		—		—		87,220		—		87,220
Accounts receivable, net		—		312,033		76,484		40,614		—		429,131
Inventories, net		—		204,536		24,943		13,266		6,913		249,658
Uniforms and other rental items in service		—		302,897		82,148		34,895		(26,114)		393,826
Income taxes, current		—		949		8,355		24,238		—		33,542
Deferred tax asset (liability)		—		566		47,905		(2,658)		—		45,813
Prepaid expenses and other		—		5,738		13,732		4,011		—		23,481
Total current assets		—		881,676		566,850		271,452		(19,201)		1,700,777
Property and equipment, at cost, net		—		587,701		274,086		84,431		—		946,218
Goodwill		—		—		1,416,926		70,956		—		1,487,882
Service contracts, net		—		94,379		663		7,270		—		102,312
Other assets, net		1,778,595		1,629,598		2,070,017		369,527		(5,732,986)		114,751
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(329,430)	$	855,739	$	11,198	$	38,019	$	110,279
Accrued compensation and related liabilities		—		55,138		20,153		4,543		—		79,834
Accrued liabilities		—		61,399		154,861		27,235		(804)		242,691
Long-term debt due within one year		—		855		480		—		—		1,335
Total current liabilities		(465,247)		(212,038)		1,031,233		42,976		37,215		434,139
Long-term liabilities:
Long-term debt due after one year		—		1,294,674		(12,433)		1,745		804		1,284,790
Deferred (credit) income taxes		—		(7)		190,701		5,627		—		196,321
Accrued liabilities		—		—		133,427		614		—		134,041
Total long-term liabilities		—		1,294,667		311,695		7,986		804		1,615,152
Total shareholders’ equity		2,243,842		2,110,725		2,985,614		752,674		(5,790,206)		2,302,649
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940

20

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,365		11,711		3,201		—		38,277
Amortization of deferred charges	—		8,789		103		1,341		—		10,233
Stock-based compensation	4,522		—		—		—		—		4,522
Deferred income taxes	—		(2)		(7,901)		95		—		(7,808)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		(5,811)		(2,555)		(1,776)		—		(10,142)
Inventories, net	—		(29,331)		(4,800)		(164)		3,525		(30,770)
Uniforms and other rental items in service	—		(10,416)		(3,874)		(143)		3,309		(11,124)
Prepaid expenses and other	—		264		(6,316)		69		—		(5,983)
Accounts payable	—		(25,392)		11,474		4,589		—		(9,329)
Accrued compensation and related liabilities	—		(18,198)		(8,170)		(1,243)		—		(27,611)
Accrued liabilities and other	—		(11,479)		3,132		(2,658)		804		(10,201)
Income taxes payable	—		5,400		40,452		2,008		—		47,860
Net cash provided by (used in) operating activities	73,160		(30,918)		71,964		10,191		(67,835)		56,562
Cash flows from investing activities:
Capital expenditures	—		(22,735)		(18,184)		(3,502)		—		(44,421)
Proceeds from redemption of marketable securities	—		—		—		63,561		—		63,561
Purchase of marketable securities and investments	—		(649)		(7,743)		(103,418)		4,665		(107,145)
Acquisitions of businesses, net of cash acquired	—		(870)		—		—		—		(870)
Other, net	188,930		53,667		(300,031)		(1)		63,974		6,539
Net cash provided by (used in) investing activities	188,930		29,413		(325,958)		(43,360)		68,639		(82,336)
Cash flows from financing activities:
Repayment of debt	—		(359)		719		—		(804)		(444)
Repurchase of common stock	(262,639)		—		—		—		—		(262,639)
Other, net	549		377		—		—		—		926
Net cash (used in) provided by financing activities	(262,090)		18		719		—		(804)		(262,157)
Effect of exchange rate changes on cash and cash equivalents	—		(4)		—		141		—		137
Net decrease in cash and cash equivalents	—		(1,491)		(253,275)		(33,028)		—		(287,794)
Cash and cash equivalents at beginning of period	—		54,957		313,283		69,866		—		438,106
Cash and cash equivalents at end of period	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312

21

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,432		11,409		2,521		—		37,362
Amortization of deferred charges	—		9,465		193		771		—		10,429
Stock-based compensation	3,046		—		—		—		—		3,046
Deferred income taxes	—		—		(2,837)		299		—		(2,538)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		88,575		(98,205)		(4,117)		—		(13,747)
Inventories, net	—		(13,520)		(2,253)		(498)		1,472		(14,799)
Uniforms and other rental items in service	—		(13,382)		(3,051)		(1,125)		2,075		(15,483)
Prepaid expenses and other	—		(341)		(9,383)		(1,197)		—		(10,921)
Accounts payable	—		(38,094)		33,613		12,901		—		8,420
Accrued compensation and related liabilities	—		(9,510)		(11,214)		(626)		—		(21,350)
Accrued liabilities and other	—		(14,735)		(26,025)		7,014		820		(32,926)
Income taxes payable	—		5,118		24,206		(2,796)		—		26,528
Net cash provided by (used in) operating activities	64,323		48,337		(28,578)		111,703		(160,487)		35,298
Cash flows from investing activities:
Capital expenditures	—		(20,548)		(26,305)		(1,347)		—		(48,200)
Proceeds from redemption of marketable securities	—		—		362		77,291		—		77,653
Purchase of marketable securities and investments	—		(13,064)		(13,729)		—		20,377		(6,416)
Acquisitions of businesses, net of cash acquired	—		(27,009)		—		(20,815)		—		(47,824)
Other	67,013		23,014		(133,890)		(99,829)		140,930		(2,762)
Net cash provided by (used in) investing activities	67,013		(37,607)		(173,562)		(44,700)		161,307		(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt	—		—		1,542		—		—		1,542
Repayment of debt	—		(345)		1,017		—		(820)		(148)
Repurchase of common stock	(131,336)		—		—		—		—		(131,336)
Other	—		192		—		1,989		—		2,181
Net cash (used in) provided by financing activities	(131,336)		(153)		2,559		1,989		(820)		(127,761)
Effect of exchange rate changes on cash and cash equivalents	—		11		193		(827)		—		(623)
Net increase (decrease) in cash and cash equivalents	—		10,588		(199,388)		68,165		—		(120,635)
Cash and cash equivalents at beginning of period	—		34,905		339,702		36,674		—		411,281
Cash and cash equivalents at end of period	$	—	$	45,493	$	140,314	$	104,839	$	—	$	290,646

22

CINTAS CORPORATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

BUSINESS STRATEGY

Cintas provides highly specialized products and services to businesses of all types primarily throughout North America, as well as Latin America, Europe and Asia.  We bring value to our customers by helping them provide a cleaner, safer and more pleasant atmosphere for their customers and employees.  Our products and services are designed to improve our customers’ images.  We also help our customers protect their employees and their company by enhancing workplace safety and helping to ensure legal compliance in key areas of their business.

We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, carpet and tile cleaning services, first aid, safety and fire protection products and services, document management services and branded promotional products.

Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy.  This strategy is to achieve revenue growth for all of our products and services by increasing our penetration at existing customers and by broadening our customer base to include business segments to which we have not historically served.  We will also continue to identify additional product and service opportunities for our current and future customers.

To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis.  This frequent contact with our customers enables us to develop close personal relationships.  The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.

We pursue the strategy of broadening our customer base in several ways.  Cintas has a national sales organization introducing all of our products and services to prospects in all business segments.  Our broad range of products and services allows our sales organization to consider any type of business a prospect.  We also broaden our customer base through geographic expansion, especially in our emerging businesses of first aid and safety, fire protection and document management.  Finally, we evaluate strategic acquisitions as opportunities arise.

RESULTS OF OPERATIONS

Cintas classifies its businesses into four operating segments based on the types of products and services provided.  The Rental Uniforms and Ancillary Products operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.  In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.  The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services.  The Document Management Services operating segment consists of document destruction, document imaging and document retention services.  Revenue and income before income taxes for each of these operating segments for the three months ended August 31, 2011 and 2010, are presented in Note 10 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.”

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Consolidated Results

Three Months Ended August 31, 2011 Compared to Three Months Ended August 31, 2010

Total revenue increased 10.1% for the three months ended August 31, 2011, over the same period in the prior fiscal year from $923.9 million to $1,017.2 million.  The increase primarily resulted from an organic (excludes the impact of acquisitions) increase of 7.6%.  The remaining 2.5% represents growth derived through acquisitions in our Document Management Services operating segment, our First Aid, Safety and Fire Protection Services operating segment and our Rental Uniforms and Ancillary Products operating segment.

Rental Uniforms and Ancillary Products operating segment revenue increased 9.4% for the three months ended August 31, 2011, over the same period in the prior fiscal year from $657.6 million to $719.4 million.  Other services revenue, consisting of revenue from the reportable operating segments of Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services, increased 11.8% for the three months ended August 31, 2011, over the same period in the prior fiscal year from $266.3 million to $297.8 million.  The increase in Other Services revenue primarily resulted from an organic increase of 8.3%.  The remaining 3.5% represents growth derived through acquisitions in our Document Management Services operating segment and our First Aid, Safety and Fire Protection Services operating segment.  The positive organic growth for the quarter was primarily the result of a 15.9% increase in Document Management Services operating segment revenue and a 7.9% increase in First Aid, Safety and Fire Protection Services operating segment revenue.

Cost of rental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other ancillary items.  Cost of rental uniforms and ancillary products increased $31.9 million, or 8.6%, for the three months ended August 31, 2011, compared to the three months ended August 31, 2010.  This increase was due to higher Rental Uniforms and Ancillary Products operating segment sales volume.  In addition, energy related costs increased $4.2 million, or 40 basis points, compared to the three months ended August 31, 2010.

Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses in the Uniform Direct Sales operating segment, the First Aid, Safety and Fire Protection Services operating segment and the Document Management Services operating segment.  Cost of other services increased $16.0 million, or 10.1%, for the three months ended August 31, 2011, compared to the three months ended August 31, 2010.  This increase was primarily due to increased other services sales volume.

Selling and administrative expenses increased $17.0 million, or 5.8%, for the three months ended August 31, 2011, compared to the three months ended August 31, 2010, due to increases in labor and other employee-partner related expenses.  However, selling and administrative expenses as a percent of revenue, at 30.5%, decreased 130 basis points compared to the first quarter of the prior fiscal year due to improvements in sales representative productivity and cost control initiatives.

Net interest expense (interest expense less interest income) was $17.0 million for the three months ended August 31, 2011, compared to $11.7 million for the three months ended August 31, 2010.  This increase was due to the increased interest cost associated with the issuance of $500 million of senior notes in the fourth quarter of fiscal 2011.

Cintas’ effective tax rate increased to 38.5% for the three months ended August 31, 2011, compared to 30.8% for the prior year period.  The lower rate during the prior fiscal year period was due to the impact of the closure of certain tax audits during the three months ended August 31, 2010.

Net income increased $7.4 million, or 12.0%, for the three months ended August 31, 2011, from the same period in the prior fiscal year.  This increase was primarily due to revenue increasing at a faster rate of 10.1% compared to a 7.9% increase in operating expenses.  Revenue grew at a faster rate primarily due to improvements in sales representative productivity and improved customer retention.  Diluted earnings per share were $0.52 for the three months ended August 31, 2011, which was an increase of 30.0% compared to the same period in the prior fiscal year.  The increase in diluted earnings per share is higher

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than the increase in net income due to a decrease in weighted average common stock outstanding from Cintas purchasing 8.1 million shares of its common stock under the October 26, 2010 share buyback program during the three months ended August 31, 2011.  This share buyback completed the authorized share purchases under the October 26, 2010 share buyback program.

Rental Uniforms and Ancillary Products Operating Segment

Three Months Ended August 31, 2011 Compared to Three Months Ended August 31, 2010

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased from $657.6 million to $719.4 million, or 9.4%, and the cost of rental uniforms and ancillary products increased $31.9 million, or 8.6%. The operating segment’s gross margin was $316.0 million, or 43.9% of revenue.  This gross margin percent of revenue of 43.9% was 40 basis points higher than the prior fiscal year’s first quarter of 43.5%.  This increase is due to an increase in revenue as a result of improvements in sales representative productivity, and improved capacity utilization.

Selling and administrative expenses as a percent of revenue, at 30.1%, decreased 150 basis points compared to the first quarter of the prior fiscal year.  This decrease is primarily due to higher Rental Uniforms and Ancillary Products operating segment revenue from greater sales representative productivity than the first quarter of the prior fiscal year.

Income before income taxes increased $21.2 million to $99.4 million for the Rental Uniforms and Ancillary Products operating segment for the quarter compared to the same quarter last fiscal year.  Income before income taxes was 13.8% of the operating segment’s revenue, which is a 190 basis point increase compared to the first quarter of the prior fiscal year.  This improvement is primarily due to revenue increasing at a faster rate of 9.4% compared to a 7.0% increase in operating expenses.  Revenue grew at a faster rate due primarily to improvements in sales representative productivity and improved customer retention.

Uniform Direct Sales Operating Segment

Three Months Ended August 31, 2011 Compared to Three Months Ended August 31, 2010

Uniform Direct Sales operating segment revenue increased from $98.8 million to $101.7 million, or 3.0%, for the three months ended August 31, 2011, over the same quarter in the prior fiscal year due to increased customer orders for uniforms.

Cost of uniform direct sales increased $3.8 million, or 5.5%, for the three months ended August 31, 2011, due to increased Uniform Direct Sales operating segment sales volume.  The gross margin as a percent of revenue was 28.6% for the quarter ended August 31, 2011, which is a 170 basis point decrease compared to the gross margin percentage of 30.3% in the same quarter of the prior fiscal year.  This decrease was due to increased garment material costs due to higher cotton prices, higher freight costs on shipments from our distribution centers and higher energy related costs associated with our rental catalog service.

Selling and administrative expenses increased $0.6 million for the three months ended August 31, 2011, compared to the same period in the prior fiscal year.  However, selling and administrative expenses remained consistent as a percent of revenue at 20.4% for the three months ended August 31, 2011 and 2010.

Income before income taxes decreased $1.4 million to $8.4 million for the Uniform Direct Sales operating segment for the quarter ended August 31, 2011.  Income before income taxes was 8.3% of the operating segment’s revenue compared to 10.0% for the same quarter last fiscal year.  This decrease in income before income taxes is primarily due to cost of uniform direct sales increasing at a greater rate than revenue based on the factors noted above.

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First Aid, Safety and Fire Protection Services Operating Segment

Three Months Ended August 31, 2011 Compared to Three Months Ended August 31, 2010

First Aid, Safety and Fire Protection Services operating segment revenue increased from $93.5 million to $103.7 million, or 10.9%, for the three months ended August 31, 2011.  The increase primarily resulted from an organic increase of 7.9% due to improvements in sales representative productivity and improved customer retention.  The remaining 3.0% represents growth derived through acquisitions.

Cost of first aid, safety and fire protection services increased $3.7 million, or 6.6%, for the three months ended August 31, 2011.   Gross margin for the First Aid, Safety and Fire Protection Services operating segment is defined as revenue less cost of goods, warehouse expenses, service expenses and training expenses.  The gross margin as a percent of revenue was 43.2% for the quarter ended August 31, 2011, which is a 230 basis point increase compared to the gross margin percentage of 40.9% in the first quarter of the prior fiscal year.  This increase is due to an increase in revenue for the reasons noted above and improved capacity utilization from the higher revenue levels.

Selling and administrative expenses increased $1.9 million compared to the first quarter of the prior fiscal year, primarily due to an increase in labor and other employee-partner related expenses.  However, selling and administrative expenses as a percent of revenue, at 35.1%, decreased 180 basis points compared to the first quarter of the prior fiscal year.  Revenue grew at a faster rate than selling and administrative expenses due to improvements in sales representative productivity and cost control initiatives.

Income before income taxes for the First Aid, Safety and Fire Protection Services operating segment increased $4.6 million to $8.4 million for the three months ended August 31, 2011.  Income before income taxes was 8.1% of the operating segment’s revenue, compared to 4.0% in last fiscal year’s first quarter.  This increase is primarily due to the increase in revenue and improved capacity utilization from the higher revenue levels.

Document Management Services Operating Segment

Three Months Ended August 31, 2011 Compared to Three Months Ended August 31, 2010

Document Management Services operating segment revenue increased from $74.0 million to $92.3 million, or 24.7%, for the quarter ended August 31, 2011, over the same quarter in the prior fiscal year.  The increase primarily resulted from an organic increase of 15.9%.  The organic increase is primarily due to the sale of destruction services to new customers and an increase in recycled paper revenue.  This operating segment derives a portion of its revenue from the sale of shredded paper to paper recyclers.  The average selling price from these paper sales increased by approximately 38% since August 31, 2010. Excluding recycled paper revenue, this operating segment revenue grew 7.7% organically compared to last fiscal year’s first quarter.  Acquisitions accounted for revenue growth of 8.8%.

Cost of document management services increased $8.6 million, or 24.7%, for the three months ended August 31, 2011, due to increased Document Management Services operating segment volume.  Gross margin for the Document Management Services operating segment is defined as revenue less production and service costs.  The gross margin as a percent of revenue was 53.2% for both the three months ended August 31, 2011 and 2010.

Selling and administrative expenses increased $5.8 million compared to the same quarter in the prior fiscal year primarily due to an increase in labor and other employee-partner related expenses.  However, these expenses as a percent of revenue, at 39.8%, decreased 210 basis points compared to the first quarter of the prior fiscal year.  This decrease is due to the revenue growing at a faster rate than the expenses due to the increase in recycled paper prices.

Income before income taxes for the Document Management Services operating segment increased $4.0 million to $12.4 million for the period compared to the same period in the prior fiscal year.  Income before income taxes as a percentage of the operating segment’s revenue increased from 11.4% in last year’s

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first quarter to 13.4% for the quarter ended August 31, 2011, primarily as a result of the increase in recycled paper prices.

Liquidity and Capital Resources

The following is a summary of our cash flows and cash, cash equivalents and marketable securities as of and for the three months ended August 31:

(In thousands)	2011		2010
Net cash provided by operating activities	$	56,562	$	35,298
Net cash used in investing activities	$	(82,336)	$	(27,549)
Net cash used in financing activities	$	(262,157)	$	(127,761)
Cash and cash equivalents at the end of the period	$	150,312	$	290,646
Marketable securities at the end of the period	$	126,728	$	78,803

The cash and cash equivalents and marketable securities as of August 31, 2011, include $166.9 million that is located outside of the United States.  We expect to use these amounts to fund our international operations and international expansion activities.  The marketable securities at August 31, 2011, consist of Canadian treasury securities.  We believe that our investment policy pertaining to marketable securities is conservative.  The criterion used in making investment decisions is the preservation of principal.

Cash flows provided by operating activities have historically supplied us with a significant source of liquidity.  We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock.  We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as common stock buybacks.

Net cash provided by operating activities was $56.6 million for the three months ended August 31, 2011, an increase of $21.3 million compared to the same period last fiscal year.  In addition to net income being higher, the timing of income tax payments also had a positive impact of cash flows.  This timing is due to the nature of estimating future tax payments.

Net cash used in investing activities includes capital expenditures and cash paid for acquisitions of businesses.  Capital expenditures were $44.4 million and $48.2 million for the three months ended August 31, 2011 and 2010, respectively.  These capital expenditures primarily relate to expansion efforts in Rental Uniforms and Ancillary Products and Document Management Services operating segments and to our enterprise-wide system conversion.  Capital expenditures for the three months ended August 31, 2011 included $28.2 million for the Rental Uniforms and Ancillary Products operating segment and $10.3 million for the Document Management Services operating segment.  Cash paid for acquisitions of businesses was $0.9 million and $47.8 million for the three months ended August 31, 2011 and 2010, respectively.  The acquisitions this fiscal year occurred in our Document Management Services operating segment.

Net cash used in financing activities was $262.2 million and $127.8 million for the three months ended August 31, 2011 and 2010, respectively.  We completed the May 2, 2005 share buyback program by purchasing 7.7 million shares of Cintas common stock for a total of $202.1 million of Cintas common stock by the end of September 30, 2010.  On October 26, 2010, we announced that the Board of Directors authorized an additional $500.0 million share buyback program at market prices.  Beginning in April 2011, under this new program, we purchased 7.7 million shares of Cintas common stock for an aggregate purchase price of $240.5 million, which resulted in a total of $442.5 million of Cintas common stock being repurchased through May 31, 2011.  We completed the October 26, 2010 share buyback program by purchasing an additional 8.1 million shares of Cintas common stock in June and July 2011 for an aggregate purchase price of $259.5 million.  From the inception of the October 26, 2010 share buyback program through July 29, 2011, Cintas has purchased a total of 15.8 million shares of Cintas

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common stock at an average price of $31.70 per share for a total purchase price of $500.0 million.  For the three months ended August 31, 2011, Cintas purchased approximately 96,500 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the three months ended August 31, 2011.  These shares were purchased at an average price of $32.03 per share for a total purchase price of approximately $3.1 million.

As of August 31, 2011, we had $1,275.0 million in fixed rate senior notes outstanding with maturities ranging from 2012 to 2036.  Cintas has a commercial paper program with capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group.  This revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million and an expiration date of September 26, 2014.  We believe this program, along with cash generated from operations, will be adequate to provide necessary funding for our future cash requirements.  No commercial paper or borrowings on our revolving credit facility were outstanding as of August 31, 2011 or May 31, 2011.

Cintas has certain covenants related to debt agreements. These covenants limit our ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to capitalization and interest coverage ratios. Cross-default provisions exist between certain debt instruments.  If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.  As of August 31, 2011, Cintas was in compliance with all significant debt covenants.

Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity.  We do not anticipate having difficulty in obtaining financing from those markets in the future in view of our favorable experiences in the debt markets in the recent past. Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness.  As of August 31, 2011, our ratings were as follows:

Rating Agency	Outlook	Commercial Paper	Long-term Debt
Standard & Poor’s	Stable	A-2	BBB+
Moody’s Investors Service	Stable	P-1	A2

In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected.  In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above.  The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating.  Moreover, each credit rating is specific to the security to which it applies.

To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors.  One such factor is the ratio of our total debt to capitalization. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, obligations under capital leases due in one year, long-term debt and long-term obligations under capital leases.  Total capitalization is defined as debt plus shareholders’ equity.  At August 31, 2011 and May 31, 2011, the ratio of our total debt to capitalization was 37.8% and 35.8%, respectively.  We believe these levels are reasonable and allow for additional funding if the need arises.

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New Accounting Pronouncements

In June 2011, the FASB issued new guidance on the presentation of other comprehensive income. The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires an entity to present either one continuous statement of net income and other comprehensive income or in two separate, but consecutive, statements. This new guidance is effective for Cintas for the first quarter of the fiscal year ending May 31, 2013, and is to be applied retrospectively. Cintas does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.

In September 2011, the FASB issued new guidance with respect to the annual goodwill impairment test which adds a qualitative assessment that allows companies to determine whether they need to perform the two-step impairment test. The objective of the guidance is to simplify how companies test goodwill for impairment, and more specifically, to reduce the cost and complexity of performing the goodwill impairment test. The guidance may change how the goodwill impairment test is performed, but should not change the timing or measurement of goodwill impairments.  The qualitative screen is effective for companies with fiscal years beginning after December 15, 2011. Early adoption is permitted for all companies.  Cintas will consider the new guidance in performing its annual goodwill impairment test when appropriate.

Litigation and Other Contingencies

Cintas is subject to legal proceedings 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 or results of operation of Cintas.  Cintas is party to additional litigation not considered in the ordinary course of business.  Please refer to Note 9 entitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements” for a detailed discussion of certain specific litigation.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements.  Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “target,” “forecast,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used.  Such statements are based upon current expectations of Cintas and speak only as of the date made.  You should not place undue reliance on any forward-looking statement.  We cannot guarantee that any forward-looking statement will be realized.  These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report.  Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy costs, lower sales volumes, loss of customers due to outsourcing trends, the performance and costs of integration of acquisitions, fluctuations in costs of materials and labor including increased medical costs, costs 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, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, disruptions caused by the unaccessibility of computer systems data, 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, changes in federal and state tax and labor laws and the reactions of competitors in terms of price and service.  Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made.  A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2011 and in our reports on Forms 10-Q and 8-K.  The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our business.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In our normal operations, Cintas has market risk exposure to interest rates.  There has been no material change to this market risk exposure to interest rates from that which was previously disclosed on page 29 of our Annual Report on Form 10-K for the year ended May 31, 2011.

Through its foreign operations, Cintas is exposed to foreign currency risk.  Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign currency denominated revenue and profit translated into U.S. dollars.  The primary foreign currency to which Cintas is exposed is the Canadian dollar.  Cintas has average rate options in place to limit a portion of the risks of the revenue translation from Canadian foreign currency exchange rate movements during the remainder of the fiscal year; however, the amount of these options is not significant.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

With the participation of Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of August 31, 2011.  Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, has concluded that Cintas’ disclosure controls and procedures were effective as of August 31, 2011, 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.

Internal Control over Financial Reporting

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 August 31, 2011, that have materially affected, or are reasonably likely to materially affect, Cintas’ internal control over financial reporting. See “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages 31 and 32 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2011.

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CINTAS CORPORATION

Part II.  Other Information

Item 1.      Legal Proceedings.

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in “Part I, Item 1. Financial Statements,” in Note 9 entitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements.” We refer you to and incorporate by reference into this Part II, Item 1 that discussion for important information concerning those legal proceedings.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

On October 26, 2010, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program at market prices.

Period	Total number of shares purchased (1)	Average price paid per share	Total number of shares purchased as part of the publicly announced plan	Maximum approximate dollar value of shares that may yet be purchased under the plan (2)
June 2011	6,380,626	$ 32.02	6,380,142	$	55,273,086
July  2011	1,766,004	33.04	1,669,973	$	—
August 2011	—	—	—	$	—
Total	8,146,630	$ 32.24	8,050,115	$	—

(1)        During the quarter ended August 31, 2011, Cintas purchased 484 shares and 96,031 shares in June and July, respectively, of Cintas common stock in trade for employee payroll taxes due on restricted stock that vested during the quarter. These shares were purchased at an average price of $32.03 per share for a total purchase price of $3.1 million.

(2)Beginning in April 2011, under the October 26, 2010 program, through July 29, 2011, Cintas purchased a total of approximately 15.8 million shares of Cintas stock at an average price of $31.70 per share for a total purchase price of $500.0 million.  These purchases completed the October 26, 2010 share buyback program.

Item 6.      Exhibits.

31.1Certification of Principal Executive Officer required by Rule 13a-14(a)

31.2Certification of Principal Financial Officer required by Rule 13a-14(a)

32.1Section 1350 Certification of Chief Executive Officer

32.2Section 1350 Certification of Chief Financial Officer

101.INS   XBRL Instance Document

101.SCH  XBRL Taxonomy Extension Schema Document

101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB   XBRL Taxonomy Extension Label Linkbase Document

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CINTAS CORPORATION

              (Registrant)

Date:  October 7, 2011	/s/ William C. Gale
	William C. Gale
	Senior Vice President and Chief Financial Officer
	(Chief Accounting Officer)

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EXHIBIT INDEX

31.1  Certification of Principal Executive Officer required by Rule 13a-14(a)

31.2  Certification of Principal Financial Officer required by Rule 13a-14(a)

32.1  Section 1350 Certification of Chief Executive Officer

32.2  Section 1350 Certification of Chief Financial Officer

101.INS   XBRL Instance Document

101.SCH  XBRL Taxonomy Extension Schema Document

101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB   XBRL Taxonomy Extension Label Linkbase Document

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a – 14(a)

I, Scott D. Farmer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cintas Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15 (f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    October 7, 2011	/s/ Scott D. Farmer
	Scott D. Farmer
	Chief Executive Officer
	(Principal Executive Officer)

35

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a – 14(a)

I, William C. Gale, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cintas Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15 (f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    October 7, 2011	/s/ William C. Gale
	William C. Gale
	Senior Vice-President and Chief Financial Officer
	(Principal Financial Officer)

36

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending August 31, 2011 (the “Report”), I, Scott D. Farmer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.

  /s/ Scott D. Farmer

       Scott D. Farmer

       Principal Executive Officer

October 7, 2011

37

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending August 31, 2011 (the “Report”), I, William C. Gale, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.

  /s/ William C. Gale

       William C. Gale

Principal Financial Officer

October 7, 2011

38

XML



CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical)	Aug. 31, 2011	May 31, 2011
CONSOLIDATED CONDENSED BALANCE SHEETS
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	425,000,000	425,000,000
Common stock, shares issued	173,631,015	173,346,180
Common stock, shares outstanding	129,722,089	137,583,884
Treasury stock, shares	43,908,926	35,762,296

XML



CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) In Thousands	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010
Cash flows from operating activities:
Net income	$ 68,638	$ 61,277
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	38,277	37,362
Amortization of deferred charges	10,233	10,429
Stock-based compensation	4,522	3,046
Deferred income taxes	(7,808)	(2,538)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(10,142)	(13,747)
Inventories, net	(30,770)	(14,799)
Uniforms and other rental items in service	(11,124)	(15,483)
Prepaid expenses and other	(5,983)	(10,921)
Accounts payable	(9,329)	8,420
Accrued compensation and related liabilities	(27,611)	(21,350)
Accrued liabilities	(10,201)	(32,926)
Income taxes payable	47,860	26,528
Net cash provided by operating activities	56,562	35,298
Cash flows from investing activities:
Capital expenditures	(44,421)	(48,200)
Proceeds from redemption of marketable securities	63,561	77,653
Purchase of marketable securities and investments	(107,145)	(6,416)
Acquisitions of businesses, net of cash acquired	(870)	(47,824)
Other, net	6,539	(2,762)
Net cash used in investing activities	(82,336)	(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt		1,542
Repayment of debt	(444)	(148)
Repurchase of common stock	(262,639)	(131,336)
Other, net	926	2,181
Net cash used in financing activities	(262,157)	(127,761)
Effect of exchange rate changes on cash and cash equivalents	137	(623)
Net decrease in cash and cash equivalents	(287,794)	(120,635)
Cash and cash equivalents at beginning of period	438,106	411,281
Cash and cash equivalents at end of period	$ 150,312	$ 290,646

XML



Basis of Presentation (Details) (USD $) In Thousands	Aug. 31, 2011	May 31, 2011
Basis of Presentation
Raw materials	$ 19,507	$ 16,900
Work in process	21,105	18,907
Finished goods	239,602	213,851
Inventories, net	$ 280,214	$ 249,658

XML



CONSOLIDATED CONDENSED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010
Revenue:
Rental uniforms and ancillary products	$ 719,423	$ 657,564
Other services	297,757	266,340
Total revenue	1,017,180	923,904
Costs and expenses:
Cost of rental uniforms and ancillary products	403,406	371,515
Cost of other services	174,734	158,718
Selling and administrative expenses	310,466	293,425
Operating income	128,574	100,246
Interest income	(365)	(578)
Interest expense	17,334	12,274
Income before income taxes	111,605	88,550
Income taxes	42,967	27,273
Net income	$ 68,638	$ 61,277
Basic earnings per share (in dollars per share)	$ 0.52	$ 0.40
Diluted earnings per share (in dollars per share)	$ 0.52	$ 0.40

XML



Goodwill, Service Contracts and Other Assets (Details) (USD $) In Thousands	3 Months Ended					3 Months Ended
	Aug. 31, 2011	Aug. 31, 2011 Rental Uniforms and Ancillary Products	Aug. 31, 2011 Uniform Direct Sales	Aug. 31, 2011 First Aid, Safety and Fire Protection	May 31, 2011 First Aid, Safety and Fire Protection	Aug. 31, 2011 Document Management
Goodwill
Balance at the beginning of the period	$ 1,487,882	$ 943,177	$ 23,995	$ 192,944	$ 192,944	$ 327,766
Goodwill acquired	182					182
Foreign currency translation	88	(24)	10			102
Balance at the end of the period	$ 1,488,152	$ 943,153	$ 24,005	$ 192,944	$ 192,944	$ 328,050

XML



Comprehensive Income

3 Months Ended

Aug. 31, 2011

Comprehensive Income

Comprehensive Income

8. Comprehensive Income

Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net income.  For Cintas, the only components of other comprehensive income are the change in cumulative foreign currency translation adjustments, the change in the fair value of derivatives, the amortization of interest rate lock agreements and the change in the fair value of available-for-sale securities.  The components of comprehensive income are as follows:

(In thousands)	Three Months Ended
	August 31, 2011	August 31, 2010
Net income	$ 68,638	$ 61,277
Other comprehensive income:
Foreign currency translation adjustment	218	3,349
Change in fair value of derivatives*	153	(606)
Amortization of interest rate lock agreements	377	192
Change in fair value of available-for-sale securities**	18	27
Comprehensive income	$ 69,404	$ 64,239

*   Net of less than $0.1 million and ($0.4) million of tax expense (benefit) for the three months ended August 31, 2011 and 2010, respectively.

** Net of less than $0.1 million of tax expense for both the three months ended August 31, 2011 and 2010, respectively.

XML



Goodwill, Service Contracts and Other Assets (Details 2) (Service Contracts, USD $) In Thousands	3 Months Ended
	Aug. 31, 2011
Service contracts
Balance at the beginning of the period	$ 102,312
Service contracts acquired	366
Service contracts amortization	(8,221)
Foreign currency translation	(26)
Balance at the end of the period	94,431
Rental Uniforms and Ancillary Products
Service contracts
Balance at the beginning of the period	44,628
Service contracts amortization	(4,268)
Foreign currency translation	(32)
Balance at the end of the period	40,328
First Aid, Safety and Fire Protection
Service contracts
Balance at the beginning of the period	35,878
Service contracts amortization	(1,846)
Balance at the end of the period	34,032
Document Management
Service contracts
Balance at the beginning of the period	21,806
Service contracts acquired	366
Service contracts amortization	(2,107)
Foreign currency translation	6
Balance at the end of the period	$ 20,071

XML



Earnings per Share (Details) (USD $)	1 Months Ended	2 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2010	Jul. 31, 2011	Aug. 31, 2011	Aug. 31, 2010	Jul. 29, 2011
Basic Earnings per Share
Net income			$ 68,638,000	$ 61,277,000
Less: net income allocated to participating unvested securities			370,000	227,000
Net income available to common shareholders			68,268,000	61,050,000
Basic weighted average common shares outstanding (in shares)			131,309,000	152,164,000
Basic earnings per share (in dollars per share)			$ 0.52	$ 0.40
Diluted Earnings per Share
Net income			68,638,000	61,277,000
Less: net income allocated to participating unvested securities			370,000	227,000
Net income available to common shareholders			68,268,000	61,050,000
Basic weighted average common shares outstanding (in shares)			131,309,000	152,164,000
Effect of dilutive securities - employee stock options (in shares)			29,000
Diluted weighted average common shares outstanding (in shares)			131,338,000	152,164,000
Diluted earnings per share (in dollars per share)			$ 0.52	$ 0.40
Options granted excluded from the computation of diluted earnings per share (in shares)			2,500,000	5,000,000
Additional amount authorized under share buyback program	500,000,000
Common stock purchased under a share buyback program (in shares)		8,100,000			15,800,000
Aggregate purchase price of common stock under a share buyback program		$ 259,500,000			$ 500,000,000
Average price of common stock purchased under a share buyback program (in dollars per share)					$ 31.70

XML



Fair Value Measurements (Tables)

3 Months Ended

Aug. 31, 2011

Fair Value Measurements

Schedule of fair value of financial instruments measured on a recurring basis

(In thousands)	As of August 31, 2011
	Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents	$	150,312	$	—	$	—	$	150,312
Marketable securities:
Canadian treasury securities	98,873		27,855		—		126,728
Total assets at fair value	$	249,185	$	27,855	$	—	$	277,040
Current accrued liabilities	$	—	$	548	$	—	$	548
Total liabilities at fair value	$	—	$	548	$	—	$	548

(In thousands)	As of May 31, 2011
		Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents		$	438,106	$	—	$	—	$	438,106
Marketable securities:
Canadian treasury securities		61,142		26,078		—		87,220
Total assets at fair value		$	499,248	$	26,078	$	—	$	525,326
Current accrued liabilities		$	—	$	869	$	—	$	869
Total liabilities at fair value		$	—	$	869	$	—	$	869

XML



Earnings per Share

3 Months Ended

Aug. 31, 2011

Earnings per Share

Earnings per Share

4. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares:

(In thousands except per share data)	Three Months Ended
		August 31, 2011		August 31, 2010
Basic Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Basic earnings per share		$	0.52	$	0.40
Diluted Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Effect of dilutive securities – employee stock options		29		—
Diluted weighted average common shares outstanding		131,338		152,164
Diluted earnings per share		$	0.52	$	0.40

For the three months ended August 31, 2011 and 2010, 2.5 million and 5.0 million options granted to purchase shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share.  The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).

On October 26, 2010, we announced that the Board of Directors authorized an additional $500.0 million share buyback program at market prices.  We completed the October 26, 2010 share buyback program by purchasing 8.1 million shares of Cintas common stock in June and July 2011 for an aggregate purchase price of $259.5 million.  From the inception of the October 26, 2010 share buyback program through July 29, 2011, Cintas purchased a total of 15.8 million shares of Cintas common stock at an average price of $31.70 per share for a total purchase price of $500.0 million.

XML



Supplemental Guarantor Information (Balance Sheet Details) (USD $) In Thousands	Aug. 31, 2011	May 31, 2011	Aug. 31, 2010	May 31, 2010
Current assets:
Cash and cash equivalents	$ 150,312	$ 438,106	$ 290,646	$ 411,281
Marketable securities	126,728	87,220
Accounts receivable, net	439,090	429,131
Inventories, net	280,214	249,658
Uniforms and other rental items in service	405,029	393,826
Income taxes, current (payable)		33,542
Deferred income tax asset (liability)	51,823	45,813
Prepaid expenses and other	29,419	23,481
Total current assets	1,482,615	1,700,777
Property and equipment, at cost, net	946,466	946,218
Goodwill	1,488,152	1,487,882
Service contracts, net	94,431	102,312
Other assets, net	116,228	114,751
Total assets	4,127,892	4,351,940	3,890,904
Current liabilities:
Accounts (receivable) payable	100,745	110,279
Accrued compensation and related liabilities	52,230	79,834
Accrued liabilities	225,377	242,691
Income taxes, current (receivable)	14,261
Long-term debt due within one year	226,033	1,335
Total current liabilities	618,646	434,139
Long-term liabilities:
Long-term debt due after one year	1,059,648	1,284,790
Deferred (credit) income taxes	194,610	196,321
Accrued liabilities	140,503	134,041
Total long-term liabilities	1,394,761	1,615,152
Total shareholders' equity	2,114,485	2,302,649
Total liabilities and shareholders' equity	4,127,892	4,351,940
Cintas Corporation
Current assets:
Other assets, net	1,589,665	1,778,595
Total assets	1,589,665	1,778,595
Current liabilities:
Accounts (receivable) payable	(465,247)	(465,247)
Total current liabilities	(465,247)	(465,247)
Long-term liabilities:
Total shareholders' equity	2,054,912	2,243,842
Total liabilities and shareholders' equity	1,589,665	1,778,595
Corp. 2
Current assets:
Cash and cash equivalents	53,466	54,957	45,493	34,905
Accounts receivable, net	317,851	312,033
Inventories, net	233,867	204,536
Uniforms and other rental items in service	313,313	302,897
Income taxes, current (payable)		949
Deferred income tax asset (liability)	565	566
Prepaid expenses and other	5,474	5,738
Total current assets	924,536	881,676
Property and equipment, at cost, net	580,939	587,701
Service contracts, net	87,227	94,379
Other assets, net	1,629,054	1,629,598
Total assets	3,221,756	3,193,354
Current liabilities:
Accounts (receivable) payable	(354,956)	(329,430)
Accrued compensation and related liabilities	36,940	55,138
Accrued liabilities	49,628	61,399
Income taxes, current (receivable)	4,451
Long-term debt due within one year	225,868	855
Total current liabilities	(38,069)	(212,038)
Long-term liabilities:
Long-term debt due after one year	1,069,302	1,294,674
Deferred (credit) income taxes	(7)	(7)
Total long-term liabilities	1,069,295	1,294,667
Total shareholders' equity	2,190,530	2,110,725
Total liabilities and shareholders' equity	3,221,756	3,193,354
Subsidiary Guarantors
Current assets:
Cash and cash equivalents	60,008	313,283	140,314	339,702
Accounts receivable, net	79,040	76,484
Inventories, net	29,743	24,943
Uniforms and other rental items in service	86,022	82,148
Income taxes, current (payable)		8,355
Deferred income tax asset (liability)	53,973	47,905
Prepaid expenses and other	20,049	13,732
Total current assets	328,835	566,850
Property and equipment, at cost, net	280,576	274,086
Goodwill	1,417,108	1,416,926
Service contracts, net	576	663
Other assets, net	2,336,484	2,070,017
Total assets	4,363,579	4,328,542
Current liabilities:
Accounts (receivable) payable	867,512	855,739
Accrued compensation and related liabilities	11,982	20,153
Accrued liabilities	151,529	154,861
Income taxes, current (receivable)	32,097
Long-term debt due within one year	165	480
Total current liabilities	1,063,285	1,031,233
Long-term liabilities:
Long-term debt due after one year	(11,399)	(12,433)
Deferred (credit) income taxes	188,917	190,701
Accrued liabilities	139,893	133,427
Total long-term liabilities	317,411	311,695
Total shareholders' equity	2,982,883	2,985,614
Total liabilities and shareholders' equity	4,363,579	4,328,542
Non-Guarantors
Current assets:
Cash and cash equivalents	36,838	69,866	104,839	36,674
Marketable securities	126,728	87,220
Accounts receivable, net	42,199	40,614
Inventories, net	13,216	13,266
Uniforms and other rental items in service	35,117	34,895
Income taxes, current (payable)		24,238
Deferred income tax asset (liability)	(2,715)	(2,658)
Prepaid expenses and other	3,896	4,011
Total current assets	255,279	271,452
Property and equipment, at cost, net	84,951	84,431
Goodwill	71,044	70,956
Service contracts, net	6,628	7,270
Other assets, net	373,330	369,527
Total assets	791,232	803,636
Current liabilities:
Accounts (receivable) payable	15,417	11,198
Accrued compensation and related liabilities	3,308	4,543
Accrued liabilities	24,220	27,235
Income taxes, current (receivable)	(22,287)
Total current liabilities	20,658	42,976
Long-term liabilities:
Long-term debt due after one year	1,745	1,745
Deferred (credit) income taxes	5,700	5,627
Accrued liabilities	610	614
Total long-term liabilities	8,055	7,986
Total shareholders' equity	762,519	752,674
Total liabilities and shareholders' equity	791,232	803,636
Eliminations
Current assets:
Inventories, net	3,388	6,913
Uniforms and other rental items in service	(29,423)	(26,114)
Total current assets	(26,035)	(19,201)
Other assets, net	(5,812,305)	(5,732,986)
Total assets	(5,838,340)	(5,752,187)
Current liabilities:
Accounts (receivable) payable	38,019	38,019
Accrued liabilities		(804)
Total current liabilities	38,019	37,215
Long-term liabilities:
Long-term debt due after one year		804
Total long-term liabilities		804
Total shareholders' equity	(5,876,359)	(5,790,206)
Total liabilities and shareholders' equity	$ (5,838,340)	$ (5,752,187)

XML



Segment Information

3 Months Ended

Aug. 31, 2011

Segment Information

Segment Information

10. Segment Information

Cintas classifies its businesses into four operating segments based on the types of products and services provided.  The Rental Uniforms and Ancillary Products operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items.  In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment.  The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services.  The Document Management Services operating segment consists of document destruction, document imaging and document retention services.

Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes.  The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation.  Information related to the operations of Cintas’ operating segments is set forth below:

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
(In thousands)	Products	Sales	Protection	Management	Corporate	Total
As of and for the three months ended August 31, 2011
Revenue	$   719,423	$101,702	$ 103,743	$  92,312	$         —	$1,017,180
Income (loss) before income taxes	$   99,418	$    8,407	$    8,383	$  12,366	$(16,969)	$   111,605
Total assets	$2,555,234	$356,311	$363,692	$575,615	$277,040	$4,127,892
As of and for the three months ended August 31, 2010
Revenue	$   657,564	$  98,780	$  93,534	$  74,026	$     —	$   923,904
Income (loss) before income taxes	$     78,218	$    9,847	$    3,778	$    8,403	$(11,696)	$     88,550
Total Assets	$2,407,268	$221,053	$347,281	$545,853	$369,449	$3,890,904

XML



Goodwill, Service Contracts and Other Assets (Tables)

3 Months Ended

Aug. 31, 2011

Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill by operating segment

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Goodwill (in thousands)
Balance as of June 1, 2011	$943,177	$23,995	$192,944	$327,766	$1,487,882
Goodwill acquired	—	—	—	182	182
Foreign currency translation	(24)	10	—	102	88
Balance as of August 31, 2011	$943,153	$24,005	$192,944	$328,050	$1,488,152

Changes in the carrying amount of service contracts by operating segment

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Service Contracts (in thousands)
Balance as of June 1, 2011	$  44,628	$       —	$  35,878	$  21,806	$   102,312
Service contracts acquired	—	—	—	366	366
Service contracts amortization	(4,268)	—	(1,846)	(2,107)	(8,221)
Foreign currency translation	(32)	—	—	6	(26)
Balance as of August 31, 2011	$  40,328	$       —	$  34,032	$  20,071	$  94,431

Information regarding service contracts and other assets

	As of August 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$380,302	$285,871	$  94,431
Noncompete and consulting agreements		$  76,387	$  65,982	$  10,405
Investments(1)		87,924	—	87,924
Other		23,007	5,108	17,899
Total		$187,318	$ 71,090	$116,228

	As of May 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$379,967	$277,655	$102,312
Noncompete and consulting agreements		$  76,091	$  63,982	$  12,109
Investments(1)		84,197	—	84,197
Other		23,135	4,690	18,445
Total		$183,423	$  68,672	$114,751

(1)Investments at August 31, 2011, include the cash surrender value of insurance policies of $54.1 million, equity method investments of $30.9 million and cost method investments of $2.9 million.  Investments at May 31, 2011, include the cash surrender value of insurance policies of $51.1 million, equity method investments of $30.2 million and cost method investments of $2.9 million.

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Supplemental Guarantor Information

3 Months Ended

Aug. 31, 2011

Supplemental Guarantor Information

Supplemental Guarantor Information

11. Supplemental Guarantor Information

Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly-owned principal operating subsidiary of Cintas.  Corp. 2 is the issuer of the $1,275.0 million of long-term senior notes, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly-owned, direct and indirect domestic subsidiaries.

As allowed by SEC rules, the following condensed consolidating financial statements are provided as an alternative to filing separate financial statements of the guarantors.  Each of the subsidiaries presented in the following condensed consolidating financial statements has been fully consolidated in Cintas’ consolidated financial statements.  The following condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Cintas and notes thereto of which this note is an integral part.

Condensed consolidating financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented on the following pages:

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	553,748	$	141,915	$	52,583	$	(28,823)	$	719,423
Other services		—		357,732		17,161		29,802		(106,938)		297,757
Equity in net income of affiliates		68,638		—		—		—		(68,638)		—
		68,638		911,480		159,076		82,385		(204,399)		1,017,180
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		346,775		84,352		35,909		(63,630)		403,406
Cost of other services		—		220,833		(2,060)		17,825		(61,864)		174,734
Selling and administrative expenses		—		275,617		15,995		22,284		(3,430)		310,466
Operating income		68,638		68,255		60,789		6,367		(75,475)		128,574
Interest income		—		(80)		(127)		(158)		—		(365)
Interest expense (income)		—		17,776		(448)		6		—		17,334
Income before income taxes		68,638		50,559		61,364		6,519		(75,475)		111,605
Income taxes		—		18,666		22,656		1,647		(2)		42,967
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	507,351	$	132,234	$	46,380	$	(28,401)	$	657,564
Other services		—		330,945		121,910		22,780		(209,295)		266,340
Equity in net income of affiliates		61,277		—		—		—		(61,277)		—
		61,277		838,296		254,144		69,160		(298,973)		923,904
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		323,132		79,581		29,820		(61,018)		371,515
Cost of other services		—		213,714		102,792		14,200		(171,988)		158,718
Selling and administrative expenses		—		274,209		378		19,987		(1,149)		293,425
Operating income		61,277		27,241		71,393		5,153		(64,818)		100,246
Interest income		—		(195)		(281)		(100,133)		100,031		(578)
Interest expense (income)		—		12,598		(322)		(2)		—		12,274
Income before income taxes		61,277		14,838		71,996		105,288		(164,849)		88,550
Income taxes		—		3,509		17,027		6,732		5		27,273
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312
Marketable securities		—		—		—		126,728		—		126,728
Accounts receivable, net		—		317,851		79,040		42,199		—		439,090
Inventories, net		—		233,867		29,743		13,216		3,388		280,214
Uniforms and other rental items in service		—		313,313		86,022		35,117		(29,423)		405,029
Deferred income tax asset (liability)		—		565		53,973		(2,715)		—		51,823
Prepaid expenses and other		—		5,474		20,049		3,896		—		29,419
Total current assets		—		924,536		328,835		255,279		(26,035)		1,482,615
Property and equipment, at cost, net		—		580,939		280,576		84,951		—		946,466
Goodwill		—		—		1,417,108		71,044		—		1,488,152
Service contracts, net		—		87,227		576		6,628		—		94,431
Other assets, net		1,589,665		1,629,054		2,336,484		373,330		(5,812,305)		116,228
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(354,956)	$	867,512	$	15,417	$	38,019	$	100,745
Accrued compensation and related liabilities		—		36,940		11,982		3,308		—		52,230
Accrued liabilities		—		49,628		151,529		24,220		—		225,377
Income taxes, current (receivable)		—		4,451		32,097		(22,287)		—		14,261
Long-term debt due within one year		—		225,868		165		—		—		226,033
Total current liabilities		(465,247)		(38,069)		1,063,285		20,658		38,019		618,646
Long-term liabilities:
Long-term debt due after one year		—		1,069,302		(11,399)		1,745		—		1,059,648
Deferred (credit) income taxes		—		(7)		188,917		5,700		—		194,610
Accrued liabilities		—		—		139,893		610		—		140,503
Total long-term liabilities		—		1,069,295		317,411		8,055		—		1,394,761
Total shareholders’ equity		2,054,912		2,190,530		2,982,883		762,519		(5,876,359)		2,114,485
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MAY 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary						Corporation
		Corporation		Corp. 2		Guarantors		Non-Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	54,957	$	313,283	$	69,866	$	—	$	438,106
Marketable securities		—		—		—		87,220		—		87,220
Accounts receivable, net		—		312,033		76,484		40,614		—		429,131
Inventories, net		—		204,536		24,943		13,266		6,913		249,658
Uniforms and other rental items in service		—		302,897		82,148		34,895		(26,114)		393,826
Income taxes, current		—		949		8,355		24,238		—		33,542
Deferred tax asset (liability)		—		566		47,905		(2,658)		—		45,813
Prepaid expenses and other		—		5,738		13,732		4,011		—		23,481
Total current assets		—		881,676		566,850		271,452		(19,201)		1,700,777
Property and equipment, at cost, net		—		587,701		274,086		84,431		—		946,218
Goodwill		—		—		1,416,926		70,956		—		1,487,882
Service contracts, net		—		94,379		663		7,270		—		102,312
Other assets, net		1,778,595		1,629,598		2,070,017		369,527		(5,732,986)		114,751
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(329,430)	$	855,739	$	11,198	$	38,019	$	110,279
Accrued compensation and related liabilities		—		55,138		20,153		4,543		—		79,834
Accrued liabilities		—		61,399		154,861		27,235		(804)		242,691
Long-term debt due within one year		—		855		480		—		—		1,335
Total current liabilities		(465,247)		(212,038)		1,031,233		42,976		37,215		434,139
Long-term liabilities:
Long-term debt due after one year		—		1,294,674		(12,433)		1,745		804		1,284,790
Deferred (credit) income taxes		—		(7)		190,701		5,627		—		196,321
Accrued liabilities		—		—		133,427		614		—		134,041
Total long-term liabilities		—		1,294,667		311,695		7,986		804		1,615,152
Total shareholders’ equity		2,243,842		2,110,725		2,985,614		752,674		(5,790,206)		2,302,649
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,365		11,711		3,201		—		38,277
Amortization of deferred charges	—		8,789		103		1,341		—		10,233
Stock-based compensation	4,522		—		—		—		—		4,522
Deferred income taxes	—		(2)		(7,901)		95		—		(7,808)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		(5,811)		(2,555)		(1,776)		—		(10,142)
Inventories, net	—		(29,331)		(4,800)		(164)		3,525		(30,770)
Uniforms and other rental items in service	—		(10,416)		(3,874)		(143)		3,309		(11,124)
Prepaid expenses and other	—		264		(6,316)		69		—		(5,983)
Accounts payable	—		(25,392)		11,474		4,589		—		(9,329)
Accrued compensation and related liabilities	—		(18,198)		(8,170)		(1,243)		—		(27,611)
Accrued liabilities and other	—		(11,479)		3,132		(2,658)		804		(10,201)
Income taxes payable	—		5,400		40,452		2,008		—		47,860
Net cash provided by (used in) operating activities	73,160		(30,918)		71,964		10,191		(67,835)		56,562
Cash flows from investing activities:
Capital expenditures	—		(22,735)		(18,184)		(3,502)		—		(44,421)
Proceeds from redemption of marketable securities	—		—		—		63,561		—		63,561
Purchase of marketable securities and investments	—		(649)		(7,743)		(103,418)		4,665		(107,145)
Acquisitions of businesses, net of cash acquired	—		(870)		—		—		—		(870)
Other, net	188,930		53,667		(300,031)		(1)		63,974		6,539
Net cash provided by (used in) investing activities	188,930		29,413		(325,958)		(43,360)		68,639		(82,336)
Cash flows from financing activities:
Repayment of debt	—		(359)		719		—		(804)		(444)
Repurchase of common stock	(262,639)		—		—		—		—		(262,639)
Other, net	549		377		—		—		—		926
Net cash (used in) provided by financing activities	(262,090)		18		719		—		(804)		(262,157)
Effect of exchange rate changes on cash and cash equivalents	—		(4)		—		141		—		137
Net decrease in cash and cash equivalents	—		(1,491)		(253,275)		(33,028)		—		(287,794)
Cash and cash equivalents at beginning of period	—		54,957		313,283		69,866		—		438,106
Cash and cash equivalents at end of period	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,432		11,409		2,521		—		37,362
Amortization of deferred charges	—		9,465		193		771		—		10,429
Stock-based compensation	3,046		—		—		—		—		3,046
Deferred income taxes	—		—		(2,837)		299		—		(2,538)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		88,575		(98,205)		(4,117)		—		(13,747)
Inventories, net	—		(13,520)		(2,253)		(498)		1,472		(14,799)
Uniforms and other rental items in service	—		(13,382)		(3,051)		(1,125)		2,075		(15,483)
Prepaid expenses and other	—		(341)		(9,383)		(1,197)		—		(10,921)
Accounts payable	—		(38,094)		33,613		12,901		—		8,420
Accrued compensation and related liabilities	—		(9,510)		(11,214)		(626)		—		(21,350)
Accrued liabilities and other	—		(14,735)		(26,025)		7,014		820		(32,926)
Income taxes payable	—		5,118		24,206		(2,796)		—		26,528
Net cash provided by (used in) operating activities	64,323		48,337		(28,578)		111,703		(160,487)		35,298
Cash flows from investing activities:
Capital expenditures	—		(20,548)		(26,305)		(1,347)		—		(48,200)
Proceeds from redemption of marketable securities	—		—		362		77,291		—		77,653
Purchase of marketable securities and investments	—		(13,064)		(13,729)		—		20,377		(6,416)
Acquisitions of businesses, net of cash acquired	—		(27,009)		—		(20,815)		—		(47,824)
Other	67,013		23,014		(133,890)		(99,829)		140,930		(2,762)
Net cash provided by (used in) investing activities	67,013		(37,607)		(173,562)		(44,700)		161,307		(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt	—		—		1,542		—		—		1,542
Repayment of debt	—		(345)		1,017		—		(820)		(148)
Repurchase of common stock	(131,336)		—		—		—		—		(131,336)
Other	—		192		—		1,989		—		2,181
Net cash (used in) provided by financing activities	(131,336)		(153)		2,559		1,989		(820)		(127,761)
Effect of exchange rate changes on cash and cash equivalents	—		11		193		(827)		—		(623)
Net increase (decrease) in cash and cash equivalents	—		10,588		(199,388)		68,165		—		(120,635)
Cash and cash equivalents at beginning of period	—		34,905		339,702		36,674		—		411,281
Cash and cash equivalents at end of period	$	—	$	45,493	$	140,314	$	104,839	$	—	$	290,646

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Litigation and Other Contingencies (Details) (Veliz lawsuit, USD $) In Millions	12 Months Ended
	May 31, 2010	Jul. 20, 2011	Dec. 17, 2010
Veliz lawsuit
Litigation and Other Contingencies
Pre-tax impact of settlement, net of insurance proceeds	$ 19.5
Accrued aggregate cash payment for settlement		$ 1.9	$ 22.8

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Litigation and Other Contingencies

3 Months Ended

Aug. 31, 2011

Litigation and Other Contingencies

Litigation and Other Contingencies

9. Litigation and Other Contingencies

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 or consolidated results of operation of Cintas.  Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

Cintas is a defendant in a purported class action lawsuit, Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), filed on May 10, 2004, and pending in the United States District Court, Eastern District of Michigan, Southern Division.  The Serrano plaintiffs alleged that Cintas discriminated against women in hiring into various service sales representative positions across all divisions of Cintas.  On November 15, 2005, the Equal Employment Opportunity Commission (EEOC) intervened in the Serrano lawsuit.  The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  On October 27, 2008, the United States District Court in the Eastern District of Michigan granted summary judgment in favor of Cintas limiting the scope of the putative class in the Serrano lawsuit to female applicants for service sales representative positions at Cintas locations within the state of Michigan.  Consequently, all claims brought by female applicants for service sales representative positions outside of the state of Michigan were dismissed.  Similarly, any claims brought by the EEOC on behalf of similarly situated female applicants outside of the state of Michigan have also been dismissed from the Serrano lawsuit.  Cintas is a defendant in another purported class action lawsuit, Blanca Nelly Avalos, et al. v. Cintas Corporation (Avalos), which was filed in the United States District Court, Eastern District of Michigan, Southern Division.  The Avalos plaintiffs alleged that Cintas discriminated against women, African-Americans and Hispanics in hiring into various service sales representative positions in Cintas’ Rental division only throughout the United States.  The Avalos plaintiffs sought injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  The claims in Avalos originally were brought in the lawsuit captioned Robert Ramirez, et al. v. Cintas Corporation (Ramirez), filed on January 20, 2004, in the United States District Court, Northern District of California, San Francisco Division.  On May 11, 2006, the Ramirez and Avalos African-American, Hispanic and female failure to hire into service sales representative positions claims and the EEOC’s intervention were consolidated for pretrial purposes with the Serrano case and transferred to the United States District Court for the Eastern District of Michigan, Southern Division.  The consolidated case was known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos).  On March 31, 2009, the United States District Court, Eastern District of Michigan, Southern Division entered an order denying class certification to all plaintiffs in the Serrano/Avalos lawsuits.   Following denial of class certification, the Court permitted the individual Avalos and Serrano plaintiffs to proceed separately.  In the Avalos case, the Court dismissed the remaining claims of the individual plaintiffs who remained in that case after the denial of class certification.  On May 11, 2010, Plaintiff Tanesha Davis, on behalf of all similarly situated plaintiffs in the Avalos case, filed a notice of appeal of the District Court’s summary judgment order in the United States Court of Appeals for the Sixth Circuit.  The Appellate Court has made no determination regarding the merits of Davis’ appeal.    In September 2010, the Court in Serrano dismissed all private individual claims and all claims of the EEOC and the 13 individuals it claimed to represent.  The EEOC has appealed the District Court’s summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit.  The Court of Appeals has not yet ruled on the EEOC’s appeal.

The litigation discussed above, if decided or settled adversely to Cintas, may, individually or in the aggregate, result in liability material to Cintas’ consolidated financial condition or consolidated results of operation and could increase costs of operations on an ongoing basis.  Any estimated liability relating to these proceedings is not determinable at this time.  Cintas may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if it believes such settlement is in the best interest of Cintas’ shareholders.

Cintas is a defendant in a purported class action lawsuit, Paul Veliz, et al. v. Cintas Corporation (Veliz), filed on March 19, 2003, in the United States District Court, Northern District of California, Oakland Division, alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom Cintas considers exempt employees, and asserting additional related ERISA claims.  On April 5, 2004 and February 14, 2006, the Court stayed the claims of all plaintiffs with valid arbitration agreements pending arbitration of those claims.  Claims made in the Veliz action, therefore, are pending before the United States District Court, Northern District of California and Judge Bruce Meyerson (Ret.), an Arbitrator selected by the parties.  On August 5, 2009, the parties in the Veliz action reached a settlement in principle.  That settlement was granted preliminary approval by the District Court.  The pre-tax impact, net of insurance proceeds, was $19.5 million in fiscal 2010.  Pursuant to the settlement agreement, Cintas paid $22.8 million on December 17, 2010.  On June 3, 2011, the Court granted final approval of the settlement. On July 20, 2011, Cintas paid $1.9 million to satisfy the future income tax liabilities of the class members as they receive their respective shares of the settlement funds.  Any remaining balance of the settlement funds will be used to pay the fees and expenses of the settlement administrator or donated to a charitable organization as determined by the court.

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New Accounting Pronouncements

3 Months Ended

Aug. 31, 2011

New Accounting Pronouncements

New Accounting Pronouncements

2. New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued new guidance on the presentation of other comprehensive income. The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity and requires an entity to present either one continuous statement of net income and other comprehensive income or in two separate, but consecutive, statements. This new guidance is effective for Cintas for the first quarter of the fiscal year ending May 31, 2013, and is to be applied retrospectively. Cintas does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.

In September 2011, the FASB issued new guidance with respect to the annual goodwill impairment test which adds a qualitative assessment that allows companies to determine whether they need to perform the two-step impairment test. The objective of the guidance is to simplify how companies test goodwill for impairment, and more specifically, to reduce the cost and complexity of performing the goodwill impairment test. The guidance may change how the goodwill impairment test is performed, but should not change the timing or measurement of goodwill impairments.  The qualitative screen is effective for companies with fiscal years beginning after December 15, 2011. Early adoption is permitted for all companies.  Cintas will consider the new guidance in performing its annual goodwill impairment test when appropriate.

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Goodwill, Service Contracts and Other Assets

3 Months Ended

Aug. 31, 2011

Goodwill, Service Contracts and Other Assets

Goodwill, Service Contracts and Other Assets

5. Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the three months ended August 31, 2011, by operating segment, are as follows:

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Goodwill (in thousands)
Balance as of June 1, 2011	$943,177	$23,995	$192,944	$327,766	$1,487,882
Goodwill acquired	—	—	—	182	182
Foreign currency translation	(24)	10	—	102	88
Balance as of August 31, 2011	$943,153	$24,005	$192,944	$328,050	$1,488,152

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
	Products	Sales	Protection	Management	Total
Service Contracts (in thousands)
Balance as of June 1, 2011	$  44,628	$       —	$  35,878	$  21,806	$   102,312
Service contracts acquired	—	—	—	366	366
Service contracts amortization	(4,268)	—	(1,846)	(2,107)	(8,221)
Foreign currency translation	(32)	—	—	6	(26)
Balance as of August 31, 2011	$  40,328	$       —	$  34,032	$  20,071	$  94,431

Information regarding Cintas’ service contracts and other assets is as follows:

	As of August 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$380,302	$285,871	$  94,431
Noncompete and consulting agreements		$  76,387	$  65,982	$  10,405
Investments(1)		87,924	—	87,924
Other		23,007	5,108	17,899
Total		$187,318	$ 71,090	$116,228

	As of May 31, 2011
		Carrying	Accumulated
(In thousands)		Amount	Amortization	Net
Service contracts		$379,967	$277,655	$102,312
Noncompete and consulting agreements		$  76,091	$  63,982	$  12,109
Investments(1)		84,197	—	84,197
Other		23,135	4,690	18,445
Total		$183,423	$  68,672	$114,751

(1)Investments at August 31, 2011, include the cash surrender value of insurance policies of $54.1 million, equity method investments of $30.9 million and cost method investments of $2.9 million.  Investments at May 31, 2011, include the cash surrender value of insurance policies of $51.1 million, equity method investments of $30.2 million and cost method investments of $2.9 million.

Amortization expense was $10.2 million and $10.4 million for the three months ended August 31, 2011 and 2010, respectively.  Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $38.0 million, $21.0 million, $17.5 million, $14.7 million and $9.5 million, respectively.

Investments recorded using the cost method are evaluated for impairment on an annual basis or when indicators of impairment are identified.  For the three months ended August 31, 2011 and 2010, no losses due to impairment were recorded.

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Comprehensive Income (Details) (USD $)	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010
Comprehensive Income
Net income	$ 68,638,000	$ 61,277,000
Other comprehensive income:
Foreign currency translation adjustment	218,000	3,349,000
Change in fair value of derivatives	153,000	(606,000)
Amortization of interest rate lock agreements	377,000	192,000
Change in fair value of available- for-sale securities	18,000	27,000
Comprehensive income	69,404,000	64,239,000
Tax expense (benefit) for change in the fair value of derivatives	100,000	(400,000)
Tax expense for change in fair value of available-for-sale securities	$ 100,000	$ 100,000

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Debt, Derivatives and Hedging Activities

3 Months Ended

Aug. 31, 2011

Debt, Derivatives and Hedging Activities

Debt, Derivatives and Hedging Activities

6. Debt, Derivatives and Hedging Activities

Cintas has a commercial paper program with a capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group.  The revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million and has an expiration date of September 26, 2014.  No commercial paper or borrowings on our revolving credit facility were outstanding at August 31, 2011 or May 31, 2011.

Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2002, fiscal 2007, fiscal 2008 and fiscal 2011.  The amortization of the interest rate lock agreements resulted in an increase to other comprehensive income of $0.4 million and $0.2 million for the three months ended August 31, 2011 and 2010, respectively.

To hedge the exposure of movements in the foreign currency rates, Cintas uses foreign currency hedges.  These hedges would reduce the impact on cash flows from movements in the foreign currency exchange rates.   Examples of foreign currency hedge instruments that Cintas may use are average rate options and forward contracts.  Cintas had average rate options and forward contracts outstanding, included in current accrued liabilities, of $0.5 million and $0.9 million at August 31, 2011 and May 31, 2011, respectively. The average rate options that settled during the first quarter increased foreign currency exchange expense by less than $0.1 million during the three months ended August 31, 2011, and decreased foreign currency exchange expense by $0.1 million during the three months ended August 31, 2010.

Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to capitalization and interest coverage ratios. Cross-default provisions exist between certain debt instruments.  Cintas is in compliance with all of the significant debt covenants for all periods presented.  If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.

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Goodwill, Service Contracts and Other Assets (Details 3) (USD $)	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010	May 31, 2011
Information regarding service contracts and other assets
Other Assets, Carrying Amount	$ 187,318,000		$ 183,423,000
Other Assets, Accumulated Amortization	71,090,000		68,672,000
Other Assets, Net	116,228,000		114,751,000
Investments
Cash surrender value of insurance policies	54,100,000		51,100,000
Equity method investments	30,900,000		30,200,000
Cost method investments	2,900,000		2,900,000
Amortization
Amortization expense	10,233,000	10,429,000
Estimated amortization expense, year one	38,000,000
Estimated amortization expense, year two	21,000,000
Estimated amortization expense, year three	17,500,000
Estimated amortization expense, year four	14,700,000
Estimated amortization expense, year five	9,500,000
Service Contracts
Information regarding service contracts and other assets
Service contracts, Carrying Amount	380,302,000		379,967,000
Service contracts, Accumulated Amortization	285,871,000		277,655,000
Service contracts, Net	94,431,000		102,312,000
Noncompete and consulting agreements
Information regarding service contracts and other assets
Other Assets, Carrying Amount	76,387,000		76,091,000
Other Assets, Accumulated Amortization	65,982,000		63,982,000
Other Assets, Net	10,405,000		12,109,000
Investments
Information regarding service contracts and other assets
Other Assets, Carrying Amount	87,924,000		84,197,000
Other Assets, Net	87,924,000		84,197,000
Other
Information regarding service contracts and other assets
Other Assets, Carrying Amount	23,007,000		23,135,000
Other Assets, Accumulated Amortization	5,108,000		4,690,000
Other Assets, Net	$ 17,899,000		$ 18,445,000

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Aug. 31, 2011 segment year	Aug. 31, 2010	May 31, 2011
Segment Information
Number of operating segments	4
Disclosures related to operating segments
Total revenue	$ 1,017,180	$ 923,904
Income before income taxes	111,605	88,550
Total assets	4,127,892	3,890,904	4,351,940
Rental Uniforms and Ancillary Products
Disclosures related to operating segments
Total revenue	719,423	657,564
Income before income taxes	99,418	78,218
Total assets	2,555,234	2,407,268
Uniform Direct Sales
Disclosures related to operating segments
Total revenue	101,702	98,780
Income before income taxes	8,407	9,847
Total assets	356,311	221,053
First Aid, Safety and Fire Protection
Disclosures related to operating segments
Total revenue	103,743	93,534
Income before income taxes	8,383	3,778
Total assets	363,692	347,281
Document Management
Disclosures related to operating segments
Total revenue	92,312	74,026
Income before income taxes	12,366	8,403
Total assets	575,615	545,853
Corporate
Disclosures related to operating segments
Income before income taxes	(16,969)	(11,696)
Total assets	$ 277,040	$ 369,449

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Income Taxes (Details) (USD $) In Millions	3 Months Ended
	Aug. 31, 2011
Income Taxes
Increase in unrecognized tax benefits	$ 0.2
Increase in accrued interest due to the accrual of additional tax and interest	1.2
Possible decrease in unrecognized tax benefits for the next fiscal year based on the resolution of various audits	$ 13.8

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Earnings per Share (Tables)

3 Months Ended

Aug. 31, 2011

Earnings per Share

Computation of basic and diluted earnings per share

(In thousands except per share data)	Three Months Ended
		August 31, 2011		August 31, 2010
Basic Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Basic earnings per share		$	0.52	$	0.40
Diluted Earnings per Share
Net income		$	68,638	$	61,277
Less: net income allocated to participating unvested securities		370		227
Net income available to common shareholders		$	68,268	$	61,050
Basic weighted average common shares outstanding		131,309		152,164
Effect of dilutive securities – employee stock options		29		—
Diluted weighted average common shares outstanding		131,338		152,164
Diluted earnings per share		$	0.52	$	0.40

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Income Taxes

3 Months Ended

Aug. 31, 2011

Income Taxes

Income Taxes

7. Income Taxes

In the normal course of business, Cintas provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly.  During the three months ended August 31, 2011, unrecognized tax benefits increased by approximately $0.2 million and accrued interest increased by approximately $1.2 million.

All U.S. federal income tax returns are closed to audit through fiscal 2008.  Cintas is currently in advanced stages of audits in certain foreign jurisdictions and certain domestic states. The years under audit cover fiscal years back to 2004.  Based on the resolution of the various audits, it is reasonably possible that the balance of unrecognized tax benefits could decrease by $13.8 million for the fiscal year ending May 31, 2012.

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Segment Information (Tables)

3 Months Ended

Aug. 31, 2011

Segment Information

Information related to operating segments

	Rental		First Aid,
	Uniforms &	Uniform	Safety &
	Ancillary	Direct	Fire	Document
(In thousands)	Products	Sales	Protection	Management	Corporate	Total
As of and for the three months ended August 31, 2011
Revenue	$   719,423	$101,702	$ 103,743	$  92,312	$         —	$1,017,180
Income (loss) before income taxes	$   99,418	$    8,407	$    8,383	$  12,366	$(16,969)	$   111,605
Total assets	$2,555,234	$356,311	$363,692	$575,615	$277,040	$4,127,892
As of and for the three months ended August 31, 2010
Revenue	$   657,564	$  98,780	$  93,534	$  74,026	$     —	$   923,904
Income (loss) before income taxes	$     78,218	$    9,847	$    3,778	$    8,403	$(11,696)	$     88,550
Total Assets	$2,407,268	$221,053	$347,281	$545,853	$369,449	$3,890,904

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Debt, Derivatives and Hedging Activities (Details) (USD $)	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010	May 31, 2011
Debt, Derivatives and Hedging Activities
Commercial paper program availability	$ 300,000,000
Revolving credit facility, maximum borrowing capacity with accordion feature	450,000,000
Increase to other comprehensive income resulting from amortization of the interest rate lock agreements	377,000	192,000
Derivatives
Outstanding foreign currency hedge instruments included in current accrued liabilities	500,000		900,000
Increase (decrease) in foreign currency exchange expense		(100,000)
Less than
Derivatives
Increase (decrease) in foreign currency exchange expense	$ 100,000

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Basis of Presentation

3 Months Ended

Aug. 31, 2011

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations.  While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2011.  A summary of our significant accounting policies is presented beginning on page 38 of that report.  There have been no material changes in the accounting policies followed by Cintas during the current fiscal year.

As disclosed in our Annual Report on Form 10-K, inventories are valued at the lower of cost (first-in, first-out) or market.  Inventory is comprised of the following amounts:

	August 31,		May 31,
(In thousands)	2011		2011
Raw materials	$	19,507	$	16,900
Work in process	21,105		18,907
Finished goods	239,602		213,851
	$	280,214	$	249,658

Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year.  In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.

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Supplemental Guarantor Information (Tables)

3 Months Ended

Aug. 31, 2011

Supplemental Guarantor Information

Condensed Consolidating Income Statement

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	553,748	$	141,915	$	52,583	$	(28,823)	$	719,423
Other services		—		357,732		17,161		29,802		(106,938)		297,757
Equity in net income of affiliates		68,638		—		—		—		(68,638)		—
		68,638		911,480		159,076		82,385		(204,399)		1,017,180
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		346,775		84,352		35,909		(63,630)		403,406
Cost of other services		—		220,833		(2,060)		17,825		(61,864)		174,734
Selling and administrative expenses		—		275,617		15,995		22,284		(3,430)		310,466
Operating income		68,638		68,255		60,789		6,367		(75,475)		128,574
Interest income		—		(80)		(127)		(158)		—		(365)
Interest expense (income)		—		17,776		(448)		6		—		17,334
Income before income taxes		68,638		50,559		61,364		6,519		(75,475)		111,605
Income taxes		—		18,666		22,656		1,647		(2)		42,967
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638

CONDENSED CONSOLIDATING INCOME STATEMENT

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Revenue:
Rental uniforms and ancillary products	$	—	$	507,351	$	132,234	$	46,380	$	(28,401)	$	657,564
Other services		—		330,945		121,910		22,780		(209,295)		266,340
Equity in net income of affiliates		61,277		—		—		—		(61,277)		—
		61,277		838,296		254,144		69,160		(298,973)		923,904
Costs and expenses (income):
Cost of rental uniforms and ancillary products		—		323,132		79,581		29,820		(61,018)		371,515
Cost of other services		—		213,714		102,792		14,200		(171,988)		158,718
Selling and administrative expenses		—		274,209		378		19,987		(1,149)		293,425
Operating income		61,277		27,241		71,393		5,153		(64,818)		100,246
Interest income		—		(195)		(281)		(100,133)		100,031		(578)
Interest expense (income)		—		12,598		(322)		(2)		—		12,274
Income before income taxes		61,277		14,838		71,996		105,288		(164,849)		88,550
Income taxes		—		3,509		17,027		6,732		5		27,273
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF AUGUST 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary		Non-				Corporation
		Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312
Marketable securities		—		—		—		126,728		—		126,728
Accounts receivable, net		—		317,851		79,040		42,199		—		439,090
Inventories, net		—		233,867		29,743		13,216		3,388		280,214
Uniforms and other rental items in service		—		313,313		86,022		35,117		(29,423)		405,029
Deferred income tax asset (liability)		—		565		53,973		(2,715)		—		51,823
Prepaid expenses and other		—		5,474		20,049		3,896		—		29,419
Total current assets		—		924,536		328,835		255,279		(26,035)		1,482,615
Property and equipment, at cost, net		—		580,939		280,576		84,951		—		946,466
Goodwill		—		—		1,417,108		71,044		—		1,488,152
Service contracts, net		—		87,227		576		6,628		—		94,431
Other assets, net		1,589,665		1,629,054		2,336,484		373,330		(5,812,305)		116,228
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(354,956)	$	867,512	$	15,417	$	38,019	$	100,745
Accrued compensation and related liabilities		—		36,940		11,982		3,308		—		52,230
Accrued liabilities		—		49,628		151,529		24,220		—		225,377
Income taxes, current (receivable)		—		4,451		32,097		(22,287)		—		14,261
Long-term debt due within one year		—		225,868		165		—		—		226,033
Total current liabilities		(465,247)		(38,069)		1,063,285		20,658		38,019		618,646
Long-term liabilities:
Long-term debt due after one year		—		1,069,302		(11,399)		1,745		—		1,059,648
Deferred (credit) income taxes		—		(7)		188,917		5,700		—		194,610
Accrued liabilities		—		—		139,893		610		—		140,503
Total long-term liabilities		—		1,069,295		317,411		8,055		—		1,394,761
Total shareholders’ equity		2,054,912		2,190,530		2,982,883		762,519		(5,876,359)		2,114,485
	$	1,589,665	$	3,221,756	$	4,363,579	$	791,232	$	(5,838,340)	$	4,127,892

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MAY 31, 2011

(In thousands)

												Cintas
		Cintas				Subsidiary						Corporation
		Corporation		Corp. 2		Guarantors		Non-Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	54,957	$	313,283	$	69,866	$	—	$	438,106
Marketable securities		—		—		—		87,220		—		87,220
Accounts receivable, net		—		312,033		76,484		40,614		—		429,131
Inventories, net		—		204,536		24,943		13,266		6,913		249,658
Uniforms and other rental items in service		—		302,897		82,148		34,895		(26,114)		393,826
Income taxes, current		—		949		8,355		24,238		—		33,542
Deferred tax asset (liability)		—		566		47,905		(2,658)		—		45,813
Prepaid expenses and other		—		5,738		13,732		4,011		—		23,481
Total current assets		—		881,676		566,850		271,452		(19,201)		1,700,777
Property and equipment, at cost, net		—		587,701		274,086		84,431		—		946,218
Goodwill		—		—		1,416,926		70,956		—		1,487,882
Service contracts, net		—		94,379		663		7,270		—		102,312
Other assets, net		1,778,595		1,629,598		2,070,017		369,527		(5,732,986)		114,751
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts (receivable) payable	$	(465,247)	$	(329,430)	$	855,739	$	11,198	$	38,019	$	110,279
Accrued compensation and related liabilities		—		55,138		20,153		4,543		—		79,834
Accrued liabilities		—		61,399		154,861		27,235		(804)		242,691
Long-term debt due within one year		—		855		480		—		—		1,335
Total current liabilities		(465,247)		(212,038)		1,031,233		42,976		37,215		434,139
Long-term liabilities:
Long-term debt due after one year		—		1,294,674		(12,433)		1,745		804		1,284,790
Deferred (credit) income taxes		—		(7)		190,701		5,627		—		196,321
Accrued liabilities		—		—		133,427		614		—		134,041
Total long-term liabilities		—		1,294,667		311,695		7,986		804		1,615,152
Total shareholders’ equity		2,243,842		2,110,725		2,985,614		752,674		(5,790,206)		2,302,649
	$	1,778,595	$	3,193,354	$	4,328,542	$	803,636	$	(5,752,187)	$	4,351,940

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2011

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	68,638	$	31,893	$	38,708	$	4,872	$	(75,473)	$	68,638
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,365		11,711		3,201		—		38,277
Amortization of deferred charges	—		8,789		103		1,341		—		10,233
Stock-based compensation	4,522		—		—		—		—		4,522
Deferred income taxes	—		(2)		(7,901)		95		—		(7,808)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		(5,811)		(2,555)		(1,776)		—		(10,142)
Inventories, net	—		(29,331)		(4,800)		(164)		3,525		(30,770)
Uniforms and other rental items in service	—		(10,416)		(3,874)		(143)		3,309		(11,124)
Prepaid expenses and other	—		264		(6,316)		69		—		(5,983)
Accounts payable	—		(25,392)		11,474		4,589		—		(9,329)
Accrued compensation and related liabilities	—		(18,198)		(8,170)		(1,243)		—		(27,611)
Accrued liabilities and other	—		(11,479)		3,132		(2,658)		804		(10,201)
Income taxes payable	—		5,400		40,452		2,008		—		47,860
Net cash provided by (used in) operating activities	73,160		(30,918)		71,964		10,191		(67,835)		56,562
Cash flows from investing activities:
Capital expenditures	—		(22,735)		(18,184)		(3,502)		—		(44,421)
Proceeds from redemption of marketable securities	—		—		—		63,561		—		63,561
Purchase of marketable securities and investments	—		(649)		(7,743)		(103,418)		4,665		(107,145)
Acquisitions of businesses, net of cash acquired	—		(870)		—		—		—		(870)
Other, net	188,930		53,667		(300,031)		(1)		63,974		6,539
Net cash provided by (used in) investing activities	188,930		29,413		(325,958)		(43,360)		68,639		(82,336)
Cash flows from financing activities:
Repayment of debt	—		(359)		719		—		(804)		(444)
Repurchase of common stock	(262,639)		—		—		—		—		(262,639)
Other, net	549		377		—		—		—		926
Net cash (used in) provided by financing activities	(262,090)		18		719		—		(804)		(262,157)
Effect of exchange rate changes on cash and cash equivalents	—		(4)		—		141		—		137
Net decrease in cash and cash equivalents	—		(1,491)		(253,275)		(33,028)		—		(287,794)
Cash and cash equivalents at beginning of period	—		54,957		313,283		69,866		—		438,106
Cash and cash equivalents at end of period	$	—	$	53,466	$	60,008	$	36,838	$	—	$	150,312

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31, 2010

(In thousands)

											Cintas
	Cintas				Subsidiary		Non-				Corporation
	Corporation		Corp. 2		Guarantors		Guarantors		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	61,277	$	11,329	$	54,969	$	98,556	$	(164,854)	$	61,277
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	—		23,432		11,409		2,521		—		37,362
Amortization of deferred charges	—		9,465		193		771		—		10,429
Stock-based compensation	3,046		—		—		—		—		3,046
Deferred income taxes	—		—		(2,837)		299		—		(2,538)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		88,575		(98,205)		(4,117)		—		(13,747)
Inventories, net	—		(13,520)		(2,253)		(498)		1,472		(14,799)
Uniforms and other rental items in service	—		(13,382)		(3,051)		(1,125)		2,075		(15,483)
Prepaid expenses and other	—		(341)		(9,383)		(1,197)		—		(10,921)
Accounts payable	—		(38,094)		33,613		12,901		—		8,420
Accrued compensation and related liabilities	—		(9,510)		(11,214)		(626)		—		(21,350)
Accrued liabilities and other	—		(14,735)		(26,025)		7,014		820		(32,926)
Income taxes payable	—		5,118		24,206		(2,796)		—		26,528
Net cash provided by (used in) operating activities	64,323		48,337		(28,578)		111,703		(160,487)		35,298
Cash flows from investing activities:
Capital expenditures	—		(20,548)		(26,305)		(1,347)		—		(48,200)
Proceeds from redemption of marketable securities	—		—		362		77,291		—		77,653
Purchase of marketable securities and investments	—		(13,064)		(13,729)		—		20,377		(6,416)
Acquisitions of businesses, net of cash acquired	—		(27,009)		—		(20,815)		—		(47,824)
Other	67,013		23,014		(133,890)		(99,829)		140,930		(2,762)
Net cash provided by (used in) investing activities	67,013		(37,607)		(173,562)		(44,700)		161,307		(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt	—		—		1,542		—		—		1,542
Repayment of debt	—		(345)		1,017		—		(820)		(148)
Repurchase of common stock	(131,336)		—		—		—		—		(131,336)
Other	—		192		—		1,989		—		2,181
Net cash (used in) provided by financing activities	(131,336)		(153)		2,559		1,989		(820)		(127,761)
Effect of exchange rate changes on cash and cash equivalents	—		11		193		(827)		—		(623)
Net increase (decrease) in cash and cash equivalents	—		10,588		(199,388)		68,165		—		(120,635)
Cash and cash equivalents at beginning of period	—		34,905		339,702		36,674		—		411,281
Cash and cash equivalents at end of period	$	—	$	45,493	$	140,314	$	104,839	$	—	$	290,646

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Fair Value Measurements (Details) (USD $)	Aug. 31, 2011 year	May 31, 2011
Fair value on a recurring basis
Amortized cost basis of the marketable securities	$ 126,700,000	$ 87,300,000
Maximum contractual maturities of marketable securities period (in years)	1
Level 1 | Fair Value, Measurements, Recurring
Fair value on a recurring basis
Cash and cash equivalents	150,312,000	438,106,000
Total assets at fair value	249,185,000	499,248,000
Level 1 | Fair Value, Measurements, Recurring | Canadian treasury securities
Fair value on a recurring basis
Marketable securities:	98,873,000	61,142,000
Level 2 | Fair Value, Measurements, Recurring
Fair value on a recurring basis
Total assets at fair value	27,855,000	26,078,000
Current accrued liabilities	548,000	869,000
Total liabilities at fair value	548,000	869,000
Level 2 | Fair Value, Measurements, Recurring | Canadian treasury securities
Fair value on a recurring basis
Marketable securities:	27,855,000	26,078,000
Fair Value | Fair Value, Measurements, Recurring
Fair value on a recurring basis
Cash and cash equivalents	150,312,000	438,106,000
Total assets at fair value	277,040,000	525,326,000
Current accrued liabilities	548,000	869,000
Total liabilities at fair value	548,000	869,000
Fair Value | Fair Value, Measurements, Recurring | Canadian treasury securities
Fair value on a recurring basis
Marketable securities:	$ 126,728,000	$ 87,220,000

XML



Fair Value Measurements

3 Months Ended

Aug. 31, 2011

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

FASB Accounting Standard Codification (ASC) Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  It also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cintas’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the fair value of its assets and liabilities required to be recorded on a recurring basis at fair value. The first approach is the cost approach. The cost approach is generally the value a market participant would expect to replace the respective asset or liability. The second approach is the market approach. The market approach looks at what a market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those traded on exchanges.

All financial instruments that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated balance sheet date.  These financial instruments measured at fair value on a recurring basis are summarized below:

(In thousands)	As of August 31, 2011
	Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents	$	150,312	$	—	$	—	$	150,312
Marketable securities:
Canadian treasury securities	98,873		27,855		—		126,728
Total assets at fair value	$	249,185	$	27,855	$	—	$	277,040
Current accrued liabilities	$	—	$	548	$	—	$	548
Total liabilities at fair value	$	—	$	548	$	—	$	548

(In thousands)	As of May 31, 2011
		Level 1		Level 2		Level 3		Fair Value
Cash and cash equivalents		$	438,106	$	—	$	—	$	438,106
Marketable securities:
Canadian treasury securities		61,142		26,078		—		87,220
Total assets at fair value		$	499,248	$	26,078	$	—	$	525,326
Current accrued liabilities		$	—	$	869	$	—	$	869
Total liabilities at fair value		$	—	$	869	$	—	$	869

Cintas’ cash and cash equivalents and marketable securities are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency.  The types of financial instruments based on quoted market prices in active markets include most bank deposits, money market securities and certain Canadian treasury securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.  Cintas does not adjust the quoted market price for such financial instruments.

The types of financial instruments valued based on quoted market prices in markets that are not active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include certain Canadian treasury securities (primarily agency debt obligations). The primary inputs to value Cintas’ marketable securities is the respective instruments future cash flows based on its stated yield and the amount a market participant would pay for a similar instrument.  The valuation technique used for Cintas’ marketable securities classified within Level 2 of the fair market value hierarchy is primarily the market approach. Primarily all of Cintas’ marketable securities are actively traded and the recorded fair value reflects current market conditions.  However, due to the inherent volatility in the investment market, there is at least a possibility that recorded investment values may change in the near term.

The funds invested in Canadian marketable securities are not expected to be repatriated, but instead are expected to be invested indefinitely in foreign subsidiaries.  Interest, realized gains and losses and declines in value determined to be other than temporary on available-for-sale securities are included in interest income or expense.  The cost of the securities sold is based on the specific identification method. The amortized cost basis of the marketable securities as of August 31, 2011 and May 31, 2011 is $126.7 million and $87.3 million, respectively.  All contractual maturities are due within one year.

Current accrued liabilities include foreign currency average rate options and forward contracts.  The fair value of Cintas’ foreign currency average rate options and forward contracts are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated balance sheet date.

Cintas’ non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis primarily relate to assets and liabilities acquired in a business acquisition.  Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a non-recurring basis (including business acquisitions).  Based on the nature of Cintas’ business acquisitions, which occur regularly throughout the fiscal year, the majority of the assets acquired and liabilities assumed consist of working capital, primarily valued using Level 2 inputs, property and equipment, also primarily valued using Level 2 inputs and goodwill and other identified intangible assets valued using Level 3 inputs.  In general, non-recurring fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows.

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Basis of Presentation (Tables)

3 Months Ended

Aug. 31, 2011

Basis of Presentation

Schedule of inventory

	August 31,		May 31,
(In thousands)	2011		2011
Raw materials	$	19,507	$	16,900
Work in process	21,105		18,907
Finished goods	239,602		213,851
	$	280,214	$	249,658

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Supplemental Guarantor Information (Income statement Details) (USD $)	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010
Supplemental Guarantor Information
Long-term notes	$ 1,275,000,000
Revenue:
Rental uniforms and ancillary products	719,423,000	657,564,000
Other services	297,757,000	266,340,000
Total revenue	1,017,180,000	923,904,000
Costs and expenses (income):
Cost of rental uniforms and ancillary products	403,406,000	371,515,000
Cost of other services	174,734,000	158,718,000
Selling and administrative expenses	310,466,000	293,425,000
Operating income	128,574,000	100,246,000
Interest income	(365,000)	(578,000)
Interest expense (income)	17,334,000	12,274,000
Income before income taxes	111,605,000	88,550,000
Income taxes	42,967,000	27,273,000
Net income	68,638,000	61,277,000
Cintas Corporation
Revenue:
Equity in net income of affiliates	68,638,000	61,277,000
Total revenue	68,638,000	61,277,000
Costs and expenses (income):
Operating income	68,638,000	61,277,000
Income before income taxes	68,638,000	61,277,000
Net income	68,638,000	61,277,000
Corp. 2
Revenue:
Rental uniforms and ancillary products	553,748,000	507,351,000
Other services	357,732,000	330,945,000
Total revenue	911,480,000	838,296,000
Costs and expenses (income):
Cost of rental uniforms and ancillary products	346,775,000	323,132,000
Cost of other services	220,833,000	213,714,000
Selling and administrative expenses	275,617,000	274,209,000
Operating income	68,255,000	27,241,000
Interest income	(80,000)	(195,000)
Interest expense (income)	17,776,000	12,598,000
Income before income taxes	50,559,000	14,838,000
Income taxes	18,666,000	3,509,000
Net income	31,893,000	11,329,000
Subsidiary Guarantors
Revenue:
Rental uniforms and ancillary products	141,915,000	132,234,000
Other services	17,161,000	121,910,000
Total revenue	159,076,000	254,144,000
Costs and expenses (income):
Cost of rental uniforms and ancillary products	84,352,000	79,581,000
Cost of other services	(2,060,000)	102,792,000
Selling and administrative expenses	15,995,000	378,000
Operating income	60,789,000	71,393,000
Interest income	(127,000)	(281,000)
Interest expense (income)	(448,000)	(322,000)
Income before income taxes	61,364,000	71,996,000
Income taxes	22,656,000	17,027,000
Net income	38,708,000	54,969,000
Non-Guarantors
Revenue:
Rental uniforms and ancillary products	52,583,000	46,380,000
Other services	29,802,000	22,780,000
Total revenue	82,385,000	69,160,000
Costs and expenses (income):
Cost of rental uniforms and ancillary products	35,909,000	29,820,000
Cost of other services	17,825,000	14,200,000
Selling and administrative expenses	22,284,000	19,987,000
Operating income	6,367,000	5,153,000
Interest income	(158,000)	(100,133,000)
Interest expense (income)	6,000	(2,000)
Income before income taxes	6,519,000	105,288,000
Income taxes	1,647,000	6,732,000
Net income	4,872,000	98,556,000
Eliminations
Revenue:
Rental uniforms and ancillary products	(28,823,000)	(28,401,000)
Other services	(106,938,000)	(209,295,000)
Equity in net income of affiliates	(68,638,000)	(61,277,000)
Total revenue	(204,399,000)	(298,973,000)
Costs and expenses (income):
Cost of rental uniforms and ancillary products	(63,630,000)	(61,018,000)
Cost of other services	(61,864,000)	(171,988,000)
Selling and administrative expenses	(3,430,000)	(1,149,000)
Operating income	(75,475,000)	(64,818,000)
Interest income		100,031,000
Income before income taxes	(75,475,000)	(164,849,000)
Income taxes	(2,000)	5,000
Net income	$ (75,473,000)	$ (164,854,000)

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Comprehensive Income (Tables)

3 Months Ended

Aug. 31, 2011

Comprehensive Income

Components of comprehensive income

(In thousands)	Three Months Ended
	August 31, 2011	August 31, 2010
Net income	$ 68,638	$ 61,277
Other comprehensive income:
Foreign currency translation adjustment	218	3,349
Change in fair value of derivatives*	153	(606)
Amortization of interest rate lock agreements	377	192
Change in fair value of available-for-sale securities**	18	27
Comprehensive income	$ 69,404	$ 64,239

*   Net of less than $0.1 million and ($0.4) million of tax expense (benefit) for the three months ended August 31, 2011 and 2010, respectively.

** Net of less than $0.1 million of tax expense for both the three months ended August 31, 2011 and 2010, respectively.

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CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) In Thousands	Aug. 31, 2011	May 31, 2011
Current assets:
Cash and cash equivalents	$ 150,312	$ 438,106
Marketable securities	126,728	87,220
Accounts receivable, net	439,090	429,131
Inventories, net	280,214	249,658
Uniforms and other rental items in service	405,029	393,826
Income taxes, current		33,542
Deferred income tax asset	51,823	45,813
Prepaid expenses and other	29,419	23,481
Total current assets	1,482,615	1,700,777
Property and equipment, at cost, net	946,466	946,218
Goodwill	1,488,152	1,487,882
Service contracts, net	94,431	102,312
Other assets, net	116,228	114,751
Total assets	4,127,892	4,351,940
Current liabilities:
Accounts payable	100,745	110,279
Accrued compensation and related liabilities	52,230	79,834
Accrued liabilities	225,377	242,691
Income taxes, current	14,261
Long-term debt due within one year	226,033	1,335
Total current liabilities	618,646	434,139
Long-term liabilities:
Long-term debt due after one year	1,059,648	1,284,790
Deferred income taxes	194,610	196,321
Accrued liabilities	140,503	134,041
Total long-term liabilities	1,394,761	1,615,152
Shareholders' equity:
Preferred stock, no par value: 100,000 shares authorized, none outstanding
Common stock, no par value: 425,000,000 shares authorized, FY 2012: 173,631,015 issued and 129,722,089 outstanding, FY 2011: 173,346,180 issued and 137,583,884 outstanding	144,523	135,401
Paid-in capital	91,681	95,732
Retained earnings	3,323,894	3,255,256
Treasury stock: FY 2012: 43,908,926 shares, FY 2011: 35,762,296 shares	(1,505,186)	(1,242,547)
Other accumulated comprehensive income	59,573	58,807
Total shareholders' equity	2,114,485	2,302,649
Total liabilities and shareholders' equity	$ 4,127,892	$ 4,351,940

XML



Supplemental Guarantor Information (Cash Flows Details) (USD $) In Thousands	3 Months Ended
	Aug. 31, 2011	Aug. 31, 2010
Cash flows from operating activities:
Net income	$ 68,638	$ 61,277
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	38,277	37,362
Amortization of deferred charges	10,233	10,429
Stock-based compensation	4,522	3,046
Deferred income taxes	(7,808)	(2,538)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(10,142)	(13,747)
Inventories, net	(30,770)	(14,799)
Uniforms and other rental items in service	(11,124)	(15,483)
Prepaid expenses and other	(5,983)	(10,921)
Accounts payable	(9,329)	8,420
Accrued compensation and related liabilities	(27,611)	(21,350)
Accrued liabilities and other	(10,201)	(32,926)
Income taxes payable	47,860	26,528
Net cash provided by operating activities	56,562	35,298
Cash flows from investing activities:
Capital expenditures	(44,421)	(48,200)
Proceeds from redemption of marketable securities	63,561	77,653
Purchase of marketable securities and investments	(107,145)	(6,416)
Acquisitions of businesses, net of cash acquired	(870)	(47,824)
Other, net	6,539	(2,762)
Net cash used in investing activities	(82,336)	(27,549)
Cash flows from financing activities:
Proceeds from issuance of debt		1,542
Repayment of debt	(444)	(148)
Repurchase of common stock	(262,639)	(131,336)
Other, net	926	2,181
Net cash used in financing activities	(262,157)	(127,761)
Effect of exchange rate changes on cash and cash equivalents	137	(623)
Net decrease in cash and cash equivalents	(287,794)	(120,635)
Cash and cash equivalents at beginning of period	438,106	411,281
Cash and cash equivalents at end of period	150,312	290,646
Cintas Corporation
Cash flows from operating activities:
Net income	68,638	61,277
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation	4,522	3,046
Change in current assets and liabilities, net of acquisitions of businesses:
Net cash provided by operating activities	73,160	64,323
Cash flows from investing activities:
Other, net	188,930	67,013
Net cash used in investing activities	188,930	67,013
Cash flows from financing activities:
Repurchase of common stock	(262,639)	(131,336)
Other, net	549
Net cash used in financing activities	(262,090)	(131,336)
Corp. 2
Cash flows from operating activities:
Net income	31,893	11,329
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	23,365	23,432
Amortization of deferred charges	8,789	9,465
Deferred income taxes	(2)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(5,811)	88,575
Inventories, net	(29,331)	(13,520)
Uniforms and other rental items in service	(10,416)	(13,382)
Prepaid expenses and other	264	(341)
Accounts payable	(25,392)	(38,094)
Accrued compensation and related liabilities	(18,198)	(9,510)
Accrued liabilities and other	(11,479)	(14,735)
Income taxes payable	5,400	5,118
Net cash provided by operating activities	(30,918)	48,337
Cash flows from investing activities:
Capital expenditures	(22,735)	(20,548)
Purchase of marketable securities and investments	(649)	(13,064)
Acquisitions of businesses, net of cash acquired	(870)	(27,009)
Other, net	53,667	23,014
Net cash used in investing activities	29,413	(37,607)
Cash flows from financing activities:
Repayment of debt	(359)	(345)
Other, net	377	192
Net cash used in financing activities	18	(153)
Effect of exchange rate changes on cash and cash equivalents	(4)	11
Net decrease in cash and cash equivalents	(1,491)	10,588
Cash and cash equivalents at beginning of period	54,957	34,905
Cash and cash equivalents at end of period	53,466	45,493
Subsidiary Guarantors
Cash flows from operating activities:
Net income	38,708	54,969
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	11,711	11,409
Amortization of deferred charges	103	193
Deferred income taxes	(7,901)	(2,837)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(2,555)	(98,205)
Inventories, net	(4,800)	(2,253)
Uniforms and other rental items in service	(3,874)	(3,051)
Prepaid expenses and other	(6,316)	(9,383)
Accounts payable	11,474	33,613
Accrued compensation and related liabilities	(8,170)	(11,214)
Accrued liabilities and other	3,132	(26,025)
Income taxes payable	40,452	24,206
Net cash provided by operating activities	71,964	(28,578)
Cash flows from investing activities:
Capital expenditures	(18,184)	(26,305)
Proceeds from redemption of marketable securities		362
Purchase of marketable securities and investments	(7,743)	(13,729)
Other, net	(300,031)	(133,890)
Net cash used in investing activities	(325,958)	(173,562)
Cash flows from financing activities:
Proceeds from issuance of debt		1,542
Repayment of debt	719	1,017
Net cash used in financing activities	719	2,559
Effect of exchange rate changes on cash and cash equivalents		193
Net decrease in cash and cash equivalents	(253,275)	(199,388)
Cash and cash equivalents at beginning of period	313,283	339,702
Cash and cash equivalents at end of period	60,008	140,314
Non-Guarantors
Cash flows from operating activities:
Net income	4,872	98,556
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	3,201	2,521
Amortization of deferred charges	1,341	771
Deferred income taxes	95	299
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(1,776)	(4,117)
Inventories, net	(164)	(498)
Uniforms and other rental items in service	(143)	(1,125)
Prepaid expenses and other	69	(1,197)
Accounts payable	4,589	12,901
Accrued compensation and related liabilities	(1,243)	(626)
Accrued liabilities and other	(2,658)	7,014
Income taxes payable	2,008	(2,796)
Net cash provided by operating activities	10,191	111,703
Cash flows from investing activities:
Capital expenditures	(3,502)	(1,347)
Proceeds from redemption of marketable securities	63,561	77,291
Purchase of marketable securities and investments	(103,418)
Acquisitions of businesses, net of cash acquired		(20,815)
Other, net	(1)	(99,829)
Net cash used in investing activities	(43,360)	(44,700)
Cash flows from financing activities:
Other, net		1,989
Net cash used in financing activities		1,989
Effect of exchange rate changes on cash and cash equivalents	141	(827)
Net decrease in cash and cash equivalents	(33,028)	68,165
Cash and cash equivalents at beginning of period	69,866	36,674
Cash and cash equivalents at end of period	36,838	104,839
Eliminations
Cash flows from operating activities:
Net income	(75,473)	(164,854)
Change in current assets and liabilities, net of acquisitions of businesses:
Inventories, net	3,525	1,472
Uniforms and other rental items in service	3,309	2,075
Accrued liabilities and other	804	820
Net cash provided by operating activities	(67,835)	(160,487)
Cash flows from investing activities:
Purchase of marketable securities and investments	4,665	20,377
Other, net	63,974	140,930
Net cash used in investing activities	68,639	161,307
Cash flows from financing activities:
Repayment of debt	(804)	(820)
Net cash used in financing activities	$ (804)	$ (820)

XML



Document and Entity Information	3 Months Ended
	Aug. 31, 2011	Sep. 30, 2011
Document and Entity Information
Entity Registrant Name	CINTAS CORP
Entity Central Index Key	0000723254
Document Type	10-Q
Document Period End Date	Aug. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		129,723,256
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1