The Quarterly
CTAS 2012 10-K

Cintas Corp (CTAS) SEC Annual Report (10-K) for 2013

CTAS 2014 10-K
CTAS 2012 10-K CTAS 2014 10-K



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

X

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Fiscal Year Ended May 31, 2013

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

EXCHANGE ACT OF 1934

Commission File No. 0-11399

CINTAS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

WASHINGTON

31-1188630

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

6800 Cintas Boulevard

P.O. Box 625737

Cincinnati, Ohio 45262-5737

(Address of Principal Executive Offices)

(513) 459-1200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, no par value

The NASDAQ Stock Market LLC (NASDAQ Global Select Market)


Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES

ü

NO

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES

NO

ü

Indicate by check mark 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

ü

NO

Indicate by a check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

YES

ü

NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.

Indicate by check mark 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

ü

Accelerated Filer

Smaller Reporting Company

Non-Accelerated Filer

(Do not check if a smaller reporting company.)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES

NO

ü

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, 2012, was $5,106,600,519 based on a closing sale price of $41.44 per share. As of June 30, 2013, 174,825,212 shares of the Registrant's Common Stock were issued and 122,320,408 shares were outstanding.

Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement to be filed with the Commission for its 2013 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.


1


Cintas Corporation

Index to Annual Report on Form 10-K



Page

Part I

Item 1.

Business

3

Item 1A.

Risk Factors

5

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Mine Safety Disclosures

9

Part II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

10

Item 6.

Selected Financial Data

12

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

25

Item 8.

Financial Statements and Supplementary Data

26

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

66

Item 9A.

Controls and Procedures

66

Item 9B.

Other Information

66

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

67

Item 11.

Executive Compensation

67

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

67

Item 13.

Certain Relationships and Related Transactions, and Director Independence

67

Item 14.

Principal Accounting Fees and Services

67

Part IV

Item 15.

Exhibits, Financial Statement Schedules

68


2



Part I



Item 1.  Business

Cintas Corporation ("Cintas," "Company," "we," "us" or "our"), a Washington corporation, provides highly specialized products and services to businesses of all types primarily throughout North America, as well as Latin America, Europe and Asia. Cintas' products and services are designed to enhance its customers' images and brand identification, as well as provide a safe and efficient workplace. Cintas was founded in 1968 by Richard T. Farmer, currently the Chairman Emeritus of the Board of Directors, when he left his family's industrial laundry business in order to develop uniform programs using an exclusive new fabric. In the early 1970's, Cintas acquired the family industrial laundry business. Over the years, Cintas developed additional products and services that complemented its core uniform business and broadened the scope of products and services available to its customers.

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. 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.

We provide our products and services to over one million businesses of all types - from small service and manufacturing companies to major corporations that employ thousands of people. This diversity in customer base results in no individual customer accounting for greater than one percent of Cintas' total revenue. As a result, the loss of one account would not have a significant financial impact on Cintas.

The following table sets forth Cintas' total revenue and the revenue derived from each operating segment:

Fiscal Year Ended May 31, (in thousands)

2013

2012

2011

Rental Uniforms and Ancillary Products

$

3,044,587


$

2,912,261


$

2,692,248


Uniform Direct Sales

461,328


433,994


419,222


First Aid, Safety and Fire Protection Services

460,592


415,703


377,663


Document Management Services

349,964


340,042


321,251


Total Revenue

$

4,316,471


$

4,102,000


$

3,810,384



Additional information regarding each operating segment is also included in Note 13 entitled Operating Segment Information of "Notes to Consolidated Financial Statements."

The primary markets served by all Cintas operating segments are local in nature and highly fragmented. Cintas competes with national, regional and local providers, and the level of competition varies at each of Cintas' local operations. Product, design, price, quality, service and convenience to the customer are the competitive elements in each of our operating segments.

Within the Rental Uniforms and Ancillary Products operating segment, Cintas provides its products and services to customers via local delivery routes originating from rental processing plants and branches. Within the Uniform Direct Sales and First Aid, Safety and Fire Protection Services operating segments, Cintas provides its products and services via its distribution network and local delivery routes or local representatives. Within the Document Management Services operating segment, Cintas provides its services via local service routes originating from document management branches and document retention facilities. In total, Cintas has approximately 8,200 local delivery routes, 446 operational facilities and eight distribution centers. At May 31, 2013 , Cintas employed approximately 32,000 employees, of which approximately 210 were represented by labor unions.

Cintas sources finished products from many outside suppliers. In addition, Cintas operates five manufacturing facilities that provide for standard uniform needs. Cintas purchases fabric, used in its manufacturing process, from several suppliers. Cintas is not aware of any circumstances that would hinder its ability to continue obtaining these materials.


3



Cintas is subject to various environmental laws and regulations, as are other companies in the uniform rental industry. While environmental compliance is not a material component of its costs, Cintas must incur capital expenditures and associated operating costs, primarily for water treatment and waste removal, on a regular basis. Environmental spending related to water treatment and waste removal was approximately $19 million in fiscal 2013 and approximately $20 million in fiscal 2012 . Capital expenditures to limit or monitor hazardous substances were approximately $2 million in fiscal 2013 and approximately $0.2 million in fiscal 2012 . Cintas does not expect a material change in the cost of environmental compliance and is not aware of any material non-compliance with environmental laws.

Cintas uses its corporate website, www.cintas.com, as a channel for routine distribution of important information, including news releases, analyst presentations and financial information. Cintas files with or furnishes to the SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as well as proxy statements and annual reports to shareholders, and, from time to time, other documents. The reports and other documents filed with or furnished to the SEC are available to investors on or through our corporate website free of charge as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site located at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, such as Cintas, that file electronically with the SEC. Cintas' SEC filings and its Code of Business Conduct can be found on the Investor Information page of its website at www.cintas.com/company/investor_information/highlights.aspx. These documents are available in print to any shareholder who requests a copy by writing or calling Cintas as set forth on the Investor Information page. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Form 10-K unless expressly noted.



4



Item 1A.  Risk Factors

The statements in this section describe the most significant risks that could materially and adversely affect our business, consolidated financial condition and consolidated results of operation and the trading price of our debt or equity securities.

In addition, this section sets forth statements which constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

This Annual Report on Form 10-K 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 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 Annual Report. Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy and fuel costs, lower sales volumes, loss of customers due to outsourcing trends, the performance and costs of integration of acquisitions, fluctuations in costs of materials and 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 inaccessibility 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, the amount and timing of repurchases of our Common Stock, if any, changes in federal and state tax and labor laws and the reactions of competitors in terms of price and service and the ultimate impact of the Affordable Care Act. 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, except otherwise required by law . 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.

Negative global economic factors may adversely affect our financial performance.

Negative economic conditions, in North America and our other markets, may adversely affect our financial performance. Higher levels of unemployment, inflation, tax rates and other changes in tax laws and other economic factors could adversely affect the demand for Cintas' products and services. Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, labor shortages or shortages of skilled labor, higher material costs for items such as fabrics and textiles, lower recycled paper prices, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and ancillary products and other services and selling and administrative expenses. As a result, these factors could adversely affect our sales and consolidated results of operations.

Increased competition could adversely affect our financial performance.

We operate in highly competitive industries and compete with national, regional and local providers. Product, design, price, quality, service and convenience to the customer are the competitive elements in these industries. If existing or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to lower prices, which would hurt its results of operations. Cintas' competitors also generally compete with Cintas for acquisition candidates, which can increase the price for acquisitions and reduce the number of available acquisition candidates. In addition, our customers and prospects may decide to perform certain services in-house instead of outsourcing these services to us. These competitive pressures could adversely affect our sales and consolidated results of operations.

An inability to open new, cost effective operating facilities may adversely affect our expansion efforts.

We plan to expand our presence in existing markets and enter new markets. The opening of new operating facilities is necessary to gain the capacity required for this expansion. Our ability to open new operating facilities depends on our ability to identify attractive locations, negotiate leases or real estate purchase agreements on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental regulations, zoning laws and


5



other similar factors. Any inability to effectively identify and manage these items may adversely affect our expansion efforts, and, consequently, adversely affect our financial performance.

Risks associated with our acquisition practice could adversely affect our results of operations.

Historically, a portion of our growth has come from acquisitions. We continue to evaluate opportunities for acquiring businesses that may supplement our internal growth. However, there can be no assurance that we will be able to locate and purchase suitable acquisitions. In addition, the success of any acquisition depends in part on our ability to integrate the acquired company. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our management's attention and our financial and other resources. Although we conduct due diligence investigations prior to each acquisition, there can be no assurance that we will discover or adequately protect against all material liabilities of an acquired business for which we may be responsible as a successor owner or operator. The failure to successfully integrate these acquired businesses or to discover such liabilities could adversely affect our consolidated results of operations.

Increases in fuel and energy costs could adversely affect our financial condition and results of operations.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters and environmental concerns. Increases in fuel and energy costs could adversely affect our consolidated financial condition and consolidated results of operations.

Unionization campaigns could adversely affect our results of operations.

Cintas has been and could continue to be the target of a unionization campaign by several unions. These unions have attempted to pressure Cintas into surrendering its employees' rights to a government-supervised election by unilaterally accepting union representation. We will continue to vigorously oppose any unionization campaign and defend our employees' rights to a government-supervised election. Unionization campaigns could be materially disruptive to our business and could adversely affect our consolidated results of operations.

Risks associated with the suppliers from whom our products are sourced could adversely affect our results of operations.

The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial performance. We require all of our suppliers to comply with applicable laws, including labor and environmental laws, and otherwise be certified as meeting our required supplier standards of conduct. Our ability to find qualified suppliers who meet our standards, and to access products in a timely and efficient manner is a significant challenge, especially with respect to suppliers located and goods sourced outside the United States. Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers' failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control. In addition, U.S. and foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. These and other factors affecting our suppliers and our access to products could adversely affect our consolidated results of operations.

Fluctuations in foreign currency exchange could adversely affect our financial condition and results of operations.

We earn revenue, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including the Canadian dollar, British pound, and the euro. In fiscal years 2013 , 2012 and 2011 , revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenue, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, fluctuations in the value of the U.S. dollar against other major currencies, particularly in the event of significant increases in foreign currency revenue, will impact our revenue and operating income and the value of balance sheet items denominated in foreign currencies. This impact could adversely affect our consolidated financial condition and consolidated results of operations.

Failure to comply with federal and state regulations to which we are subject could result in penalties or costs that could adversely affect our results of operations.  

Our business is subject to complex and stringent state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, transportation and other laws and regulations.  In particular, we are subject to the regulations promulgated by the U.S. Department of Transportation, or USDOT, and under the Occupational Safety and Health Act of 1970, as amended, or OSHA.  We have incurred, and will continue to incur, capital and operating expenditures and other costs


6



in the ordinary course of our business in complying with the USDOT, OSHA and other laws and regulations to which we are subject.  Changes in laws, regulations and the related interpretations may alter the landscape in which we do business and may affect our costs of doing business.  The impact of new laws and regulations cannot be predicted. Compliance with new laws and regulations may increase our operating costs or require significant capital expenditures. Any failure to comply with applicable laws or regulations could result in substantial fines by government authorities, payment of damages to private litigants, or possible revocation of our authority to conduct our operations, which could adversely affect our ability to service customers and our consolidated results of operations.  

We are subject to legal proceedings that may adversely affect our financial condition and results of operations.

We are party to various litigation claims and legal proceedings. We discuss these lawsuits and other litigation to which we are party in greater detail under the caption "Item 3. Legal Proceedings" and in Note 12 entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements." Certain of these lawsuits or potential future lawsuits, if decided adversely to us or settled by us, may result in liability and expense material to our consolidated financial condition and consolidated results of operations.

Compliance with environmental laws and regulations could result in significant costs that adversely affect our results of operations.

Our operating locations are subject to environmental laws and regulations relating to the protection of the environment and health and safety matters, including those governing discharges of pollutants to the air and water, the management and disposal of hazardous substances and wastes and the clean-up of contaminated sites. The operation of our businesses entails risks under environmental laws and regulations. We could incur significant costs, including clean-up costs, fines and sanctions and claims by third parties for property damage and personal injury, as a result of violations of or liabilities under these laws and regulations. We are currently involved in a limited number of remedial investigations and actions at various locations. While based on information currently known to us, we believe that we maintain adequate reserves with respect to these matters, our liability could exceed forecasted amounts, and the imposition of additional clean-up obligations or the discovery of additional contamination at these or other sites could result in significant additional costs which could adversely affect our results of operations. In addition, potentially significant expenditures could be required to comply with environmental laws and regulations, including requirements that may be adopted or imposed in the future.

Under applicable environmental laws, an owner or operator of real estate may be required to pay the costs of removing or remediating hazardous materials located on or emanating from property, whether or not the owner or operator knew of or was responsible for the presence of such hazardous materials. While we regularly engage in environmental due diligence in connection with acquisitions, we can give no assurance that locations that have been acquired or leased have been operated in compliance with environmental laws and regulations during prior periods or that future uses or conditions will not make us liable under these laws or expose us to third-party actions, including tort suits.

We rely extensively on computer systems to process transactions, maintain information and manage our businesses. Disruptions in the availability of computer systems, or privacy breaches involving computer systems, could impact our ability to service our customers and adversely affect our sales, results of operations and reputation and expose us to litigation risk.

Our businesses rely on our computer systems to provide customer information, process customer transactions and provide other general information necessary to manage our businesses. We have an active disaster recovery plan in place that is frequently reviewed and tested. However, our computer systems are subject to damage or interruption due to system conversions, power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our employees. Although we believe that we have adopted appropriate measures to mitigate potential risks to our technology and our operations from these information technology-related and other potential disruptions, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays and interruptions in our ability to provide products and services to our customers. Any disruption caused by the unavailability of our computer systems could adversely affect our sales, could require us to make a significant investment to fix or replace them and, therefore, could adversely affect our consolidated results of operations. In addition, cyber-security attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. If the network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to our technology fails, the compromising of confidential or otherwise protected company, customer, or employee information, destruction or corruption of data, security breaches, or other manipulation or improper use of our systems and networks could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.


7



Failure to achieve and maintain effective internal controls could adversely affect our business and stock price.

Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the consolidated financial statement preparation and presentation. While we continue to evaluate our internal controls, we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. If we fail to maintain the adequacy of our internal controls or if we or our independent registered public accounting firm were to discover material weaknesses in our internal controls, as such standards are modified, supplemented or amended, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud. This may cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

We may experience difficulties in attracting and retaining competent personnel in key positions.

We believe that a key component of our success is our corporate culture which has been imparted by management throughout our corporate organization. This factor, along with our entire operation, depends on our ability to attract and retain key employees. Competitive pressures within and outside our industry may make it more difficult and expensive for us to attract and retain key employees which could adversely affect our businesses.

Unexpected events could disrupt our operations and adversely affect our results of operations.

Unexpected events, including fires or explosions at facilities, natural disasters such as hurricanes and tornadoes, war or terrorist activities, unplanned outages, supply disruptions, failure of equipment or systems or changes in laws and/or regulations impacting our businesses, could adversely affect our results of operations. These events could result in customer disruption, physical damage to one or more key operating facilities, the temporary closure of one or more key operating facilities or the temporary disruption of information systems.

We may recognize impairment charges, which could adversely affect our financial condition and results of operations.

We assess our goodwill and other intangible assets and our long-lived assets for impairment when required by U.S. generally accepted accounting principles. These accounting principles require that we record an impairment charge if circumstances indicate that the asset carrying values exceed their estimated fair values. The estimated fair value of these assets is impacted by general economic conditions in the locations in which we operate. Deterioration in these general economic conditions may result in: declining revenue which can lead to excess capacity and declining operating cash flow; reductions in management's estimates for future revenue and operating cash flow growth; increases in borrowing rates and other deterioration in factors that impact our weighted average cost of capital; and deteriorating real estate values. If our assessment of goodwill, other intangible assets or long-lived assets indicates an impairment of the carrying value for which we recognize an impairment charge, this may adversely affect our consolidated financial condition and consolidated results of operations.

Within our Document Management business, we handle customers' confidential information. Our failure to protect our customers' confidential information against security breaches could damage our reputation, harm our business and adversely impact our results of operations.

Our Document Management Services business includes both document destruction and document retention services. These services involve the handling of our customers' confidential information, in both paper and electronic formats, and the subsequent destruction or retention of this information. Any compromise of security, accidental loss or theft of customer data in our possession could damage our reputation and expose us to risk of liability, which could harm our business and adversely impact our consolidated results of operations.

The effects of credit market volatility and changes in our credit ratings could adversely affect our liquidity and results of operations.

Our operating cash flows, combined with access to the credit markets, provide us with significant discretionary funding capacity. However, deterioration in the global credit markets may limit our ability to access credit markets, which could adversely affect our liquidity and/or increase our cost of borrowing. In addition, credit market deterioration and its actual or perceived effects on our results of operations and financial condition, along with deterioration in general economic conditions, may increase the likelihood that the major independent credit agencies will downgrade our credit ratings, which could increase our cost of borrowing. Increases in our cost of borrowing could adversely affect our consolidated results of operations.


8



Item 1B.  Unresolved Staff Comments

None.


Item 2.  Properties

Cintas occupies 446 facilities located in 303 cities. Cintas leases 259 of these facilities for various terms ranging from monthly to the year 2032. Cintas expects that it will be able to renew or replace its leases on satisfactory terms. Of the five manufacturing facilities listed below, Cintas controls the operations of one manufacturing facility, but does not own or lease the real estate related to the operation. All other facilities are owned. The principal executive office in Cincinnati, Ohio, provides centrally located administrative functions including accounting, finance, marketing and computer system development and support. Cintas operates rental processing plants that house administrative, sales and service personnel and the necessary equipment involved in the cleaning of uniforms and bulk items, such as entrance mats and shop towels. Branch operations provide administrative, sales and service functions. Cintas operates eight distribution centers and five manufacturing facilities. Cintas also operates first aid, safety and fire protection and document management facilities and direct sales offices. Cintas considers the facilities it operates to be adequate for their intended use. Cintas owns or leases approximately 13,700 vehicles which are used for the route-based services and by the sales and management employee-partners.

The following chart provides additional information concerning Cintas' facilities:


Type of Facility

# of Facilities

Rental Processing Plants

164


Rental Branches

107


First Aid, Safety and Fire Protection Facilities

58


Document Management Facilities

88


Distribution Centers

8


*

Manufacturing Facilities

5


Direct Sales Offices

16


Total

446



Rental processing plants, rental branches, distribution centers and manufacturing facilities are used in Cintas' Rental Uniforms and Ancillary Products operating segment. Rental processing plants, rental branches, distribution centers, manufacturing facilities and direct sales offices are all used in the Uniform Direct Sales operating segment. First aid, safety and fire protection facilities, rental processing facilities and distribution centers are used in the First Aid, Safety and Fire Protection Services operating segment. Document management facilities and rental processing facilities are used in the Document Management Services operating segment.

* Includes the principal executive office, which is attached to the distribution center in Cincinnati, Ohio.


Item 3.  Legal Proceedings

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in "Item 8. Financial Statements and Supplementary Data," in Note 12 entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements." We refer you to and incorporate by reference into this Item 3 that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.


Item 4.  Mine Safety Disclosures


Not applicable.



9



Part II



Item 5.  Market for Registrant's Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." The following table shows the high and low sales prices of shares of Cintas' common stock by quarter during the last two fiscal years:


Fiscal 2013

Quarter Ended

High

Low

May 2013

$

46.27


$

42.11


February 2013

45.29


40.13


November 2012

45.60


39.22


August 2012

41.64


35.41


Fiscal 2012

Quarter Ended

High

Low

May 2012

$

40.61


$

36.40


February 2012

39.34


29.31


November 2011

32.48


26.39


August 2011

34.54


26.59



Holders

At May 31, 2013 , there were approximately 2,000 shareholders on record of Cintas' common stock. Cintas believes that this represents approximately 30,000 beneficial owners.

Dividends

Dividends on Cintas' outstanding common stock have been paid annually and amounted to $0.64 per share, $0.54 per share, and $0.49 per share in fiscal 2013 , 2012 and 2011 , respectively.

Stock Performance Graph

The following graph summarizes the cumulative return on $100 invested in Cintas' common stock, the S&P 500 Stock Index and the common stocks of a selected peer group of companies. Because our products and services are diverse, Cintas does not believe that any single published industry index is appropriate for comparing shareholder return. Therefore, the peer group used in the performance graph combines four publicly traded companies in the business services industry that have similar characteristics as Cintas, such as route based delivery of products and services. Prior to fiscal 2013, Cintas compared its common stock returns to the following publicly traded companies: G & K Services, Inc., UniFirst Corporation, ABM Industries and Ecolab, Inc. (Old Peer Group).  In December 2011, Ecolab, Inc. acquired Nalco Holding Company, a chemicals and water treatment company, significantly diversifying Ecolab's business in terms of both operations and industry and removing those same characteristics for which we chose to include them in the Old Peer Group.  As a result, Cintas made the change to a new peer group (New Peer Group).  The companies included in the New Peer Group are G & K Services, Inc., UniFirst Corporation, ABM Industries and Iron Mountain, Inc. In fiscal 2002, Cintas entered the Document Management business, and that business has now grown to 8% of Cintas' total revenue.  Iron Mountain, Inc. is also in the Document Management business.

Total shareholder return was based on the increase in the price of the common stock and assumed reinvestment of all dividends. Further, total return was weighted according to market capitalization of each company. The companies in the New Peer Group are not the same as those considered by the Compensation Committee of the Board of Directors.


10



Total Shareholder Returns

Comparison of Five-Year Cumulative Total Return


Purchases of Equity Securities by the Issuer and Affiliated Purchases

Period

Total number

of shares

purchased

Average

price paid

per share

Total number of

shares purchased

as part of the

publicly announced

plan (1)

Maximum

approximate dollar

value of shares that

may yet be

purchased under

the plan (1)

March 1 - 31, 2013

235,758


$

43.06


235,758


$

180,791,478


April 1 - 30, 2013  (2)

420,426


43.73


419,260


162,460,106


May 1 - 31, 2013  (3)

1,532


45.17


-


162,460,106


Total

657,716


$

43.49


655,018


$

162,460,106



(1) On October 18, 2011, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program at market prices. Beginning in April 2012, under the October 18, 2011 program, through May 31, 2013 , Cintas has purchased a total of 8.4 million shares of Cintas stock at an average price of $40.23 per share for a total purchase price of $337.5 million.

(2) During April 2013, Cintas acquired 1,166 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were purchased at an average price of $44.87 per share for a total purchase price of less than $0.1 million.

(3) During May 2013, Cintas acquired 1,532 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were purchased at an average price of $45.17 per share for a total purchase price of less than $0.1 million.


11



Item 6.  Selected Financial Data

Eleven-Year Financial Summary


(In thousands except per share and percentage data)

Fiscal

Years Ended

May 31,

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013


10-Year
Compd
Growth

Revenue

$

2,686,585


2,814,059


3,067,283


3,403,608


3,706,900


3,937,900


3,774,685


3,547,339


3,810,384


4,102,000


4,316,471


4.9

%

Net Income

$

243,191


265,078


292,547


323,382


334,538


335,405


226,357


215,620


246,989


297,637


315,442


2.6

%

Basic EPS

$

1.43


1.55


1.70


1.93


2.09


2.15


1.48


1.40


1.68


2.27


2.53


5.9

%

Diluted EPS

$

1.41


1.54


1.69


1.92


2.09


2.15


1.48


1.40


1.68


2.27


2.52


6.0

%

Dividends Per Share

$

0.27


0.29


0.32


0.35


0.39


0.46


0.47


0.48


0.49


0.54


0.64


9.0

%

Total Assets

$

2,582,946


2,810,297


3,059,744


3,425,237


3,570,480


3,808,601


3,720,951


3,969,736


4,351,940


4,165,706


4,345,632


5.3

%

Shareholders' Equity

$

1,646,418


1,888,093


2,104,574


2,090,192


2,167,738


2,254,131


2,367,409


2,534,029


2,302,649


2,139,135


2,201,492


2.9

%

Return on Average Equity  (1)

15.8

%

15.0

%

14.7

%

15.4

%

15.7

%

15.2

%

9.8

%

8.8

%

10.2

%

13.4

%

14.5

%


Long-Term Debt

$

534,763


473,685


465,291


794,454


877,074


942,736


786,058


785,444


1,284,790


1,059,166


1,300,979




(1)

Return on average equity is computed as net income divided by the average of shareholders' equity. We believe that this calculation gives management and shareholders a good indication of Cintas' historical performance.


12



Item 7.  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 and document management services.

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. 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.












13



The following table sets forth certain consolidated statements of income data as a percent of revenue by operating segment and in total for the fiscal years ended May 31:

2013

2012

2011

Revenue:

Rental Uniforms and Ancillary Products

70.5

%

71.0

%

70.7

 %

Uniform Direct Sales

10.7

%

10.6

%

11.0

 %

First Aid, Safety and Fire Protection Services

10.7

%

10.1

%

9.9

 %

Document Management Services

8.1

%

8.3

%

8.4

 %

Total revenue

100.0

%

100.0

%

100.0

 %

Cost of sales:

Rental Uniforms and Ancillary Products

57.7

%

56.6

%

56.8

 %

Uniform Direct Sales

70.7

%

70.1

%

69.8

 %

First Aid, Safety and Fire Protection Services

56.7

%

57.1

%

58.7

 %

Document Management Services

53.0

%

50.9

%

48.7

 %

Total cost of sales

58.6

%

57.6

%

57.8

 %

Gross margin:

Rental Uniforms and Ancillary Products

42.3

%

43.4

%

43.2

 %

Uniform Direct Sales

29.3

%

29.9

%

30.2

 %

First Aid, Safety and Fire Protection Services

43.3

%

42.9

%

41.3

 %

Document Management Services

47.0

%

49.1

%

51.3

 %

Total gross margin

41.4

%

42.4

%

42.2

 %

Selling and administrative expenses

28.3

%

29.2

%

30.7

 %

Interest income

-

%

-

%

-0.1

 %

Interest expense

1.5

%

1.7

%

1.3

 %

Income before income taxes

11.6

%

11.5

%

10.3

 %


Fiscal

2013

Compared to Fiscal

2012

Fiscal 2013 total revenue was $4.3 billion, an increase of 5.2% compared to fiscal 2012 . The increase primarily resulted from an organic growth increase of 4.9%. Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012 . The remaining 0.7% increase represents growth derived through acquisitions in our First Aid, Safety and Fire Protection Services operating segment and our Document Management Services operating segment during the year. Organic growth by quarter is shown in the table below. Organic growth percentages have been adjusted for the appropriate number of workdays, by quarter and for the year, where applicable.

Organic Growth

First Quarter Ending August 31, 2012

3.2

%

Second Quarter Ending November 30, 2012

3.4

%

Third Quarter Ending February 28, 2013

6.9

%

Fourth Quarter Ending May 31, 2013

6.2

%

For the Fiscal Year Ending May 31, 2013

4.9

%





14



Rental Uniforms and Ancillary Products operating segment revenue consists predominantly of revenue derived from the rental of corporate identity uniforms and other garments, including flame resistant clothing, and the rental and/or sale of mats, mops, shop towels, restroom supplies and other rental services. Revenue from the Rental Uniforms and Ancillary Products operating segment increased 4.5% compared to fiscal 2012 . The increase resulted from an organic growth increase in revenue of 4.9%. This organic increase in the Rental Uniforms and Ancillary Products operating segment revenue was primarily due to improvements in sales representative productivity. Generally, sales productivity improvements are the result of increased tenure and improved training, which result in a higher number of products and services sold. Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012 .

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 6.9% compared to fiscal 2012 . The increase primarily resulted from an organic growth increase of 4.9%, which was due to improved sales representative productivity, increased customer orders for uniforms and several large customer uniform roll-outs, slightly offset by a decrease in the average selling price of recycled paper. Revenue increased 2.4% as a result of growth derived through acquisitions in our First Aid, Safety and Fire Protection Services operating segment and our Document Management Services operating segment during fiscal 2013 . Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012 .

Cost of rental uniforms and ancillary products increased 6.5% compared to fiscal 2012 . Cost of rental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, mops, shop towels and other ancillary items. The cost of rental uniforms and ancillary products increase compared to fiscal 2012 was due to increased Rental Uniforms and Ancillary Products operating segment sales volume.

Cost of other services increased 8.2% compared to fiscal 2012 . 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. The increase from fiscal 2012 was due to increased Other Services sales volume.

Selling and administrative expenses increased $22.9 million, or 1.9%, compared to fiscal 2012 due to increases in labor and other employee-partner related expenses. However, selling and administrative expenses as a percent of revenue, at 28.3%, decreased from 29.2% in fiscal 2012 due to improvements in sales representative productivity, cost control initiatives, the gain on the sale of stock of an equity method investment and lower amortization of intangible assets related to prior year acquisitions.

Operating income of $565.2 million in fiscal 2013 increased $25.6 million, or 4.7%, compared to fiscal 2012 . This increase was primarily due to increased revenue in fiscal 2013 , improved capacity utilization and revenue growing at a faster rate than the selling and administrative expenses.

Net interest expense (interest expense less interest income) decreased $3.4 million from fiscal 2012 . This decrease was due to the maturity of the $225.0 million aggregate principal amount of 6.0% senior notes on June 1, 2012, offset by the issuance of $250.0 million aggregate principal amount of 3.25% senior notes due 2022 in the first quarter of fiscal 2013.

Income before income taxes was $499.9 million, a 6.2% increase compared to fiscal 2012 . This change reflects the increase in operating income and lower net interest expense described above.

Cintas' effective tax rate of 36.9% in fiscal 2013 was consistent to the fiscal 2012 effective tax rate of 36.8% (also see Note 7 entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information on income taxes).

Net income for fiscal 2013 of $315.4 million was a 6.0% increase compared to fiscal 2012 . This increase was primarily due to the 5.2% growth in revenue. The impact of the increase in revenue was partially offset by one fewer workday in fiscal 2013 compared to fiscal 2012. Diluted earnings per share of $2.52 was an 11.0% increase compared to fiscal 2012 . The increase in diluted earnings per share is higher than the increase in net income due to a decrease in weighted average common stock outstanding as a result of Cintas purchasing 8.4 million shares of common stock under the October 18, 2011 share buyback program during fiscal 2013 and the fourth quarter of fiscal 2012.




15



Rental Uniforms and Ancillary Products Operating Segment

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased $132.3 million, or 4.5%, and the cost of rental uniforms and ancillary products increased $107.7 million, or 6.5%. The operating segment's fiscal 2013 gross margin was 42.3% of revenue compared to 43.4% in fiscal 2012 . The decrease in gross margin as a percent of revenue over fiscal 2012 was primarily due to higher material cost associated with new customer accounts which requires increased in service inventory, costs associated with route expansion and a $1.6 million write-off of a garment processing system.

Selling and administrative expenses for the Rental Uniforms and Ancillary Products operating segment increased $1.0 million in fiscal 2013 compared to fiscal 2012 primarily due to increases in labor and other employee-partner related expenses, offset by a gain on the sale of stock of an equity method investment and lower amortization of intangible assets related to prior year acquisitions. However, selling and administrative expenses as a percent of revenue, at 27.4%, decreased from 28.6% in fiscal 2012 . This decrease as a percent of revenue was primarily due to higher Rental Uniforms and Ancillary Products operating segment revenue from greater sales representative productivity in fiscal 2013 compared to fiscal 2012 .

Income before income taxes increased $23.5 million to $453.0 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2013 compared to fiscal 2012 . Income before income taxes as a percent of revenue, at 14.9%, increased from 14.7% in fiscal 2012 . This increase in income before income taxes is primarily due to revenue increasing at a faster rate of 4.5% compared to a 4.4% 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

Uniform Direct Sales operating segment revenue increased $27.3 million, or 6.3%, compared to fiscal 2012 due to increased customer orders for uniforms and several large customer uniform roll-outs. Cost of uniform direct sales increased $22.0 million, or 7.2%, compared to fiscal 2012 . The gross margin as a percent of revenue was 29.3% for fiscal 2013 compared to 29.9% in fiscal 2012 . This decrease in gross margin as a percent of revenue over fiscal 2012 was due to a less profitable mix of products being sold and costs incurred in conjunction with the large customer uniform roll-outs that occurred in fiscal 2013.

Selling and administrative expenses increased $1.2 million, or 1.4%, in fiscal 2013 compared to fiscal 2012 primarily due to increases in labor and other employee-partner related expenses. However, selling and administrative expenses as a percent of revenue, at 17.7%, decreased from 18.6% in fiscal 2012 due to an increase in Uniform Direct Sales operating segment sales volume.

Income before income taxes was $53.2 million in fiscal 2013 , an increase of $4.2 million, or 8.6%, compared to fiscal 2012 . Income before income taxes as a percent of revenue, at 11.5%, increased from 11.3% in fiscal 2012 . This increase in income before income taxes is primarily due to revenue increasing at a faster rate of 6.3% compared to a 6.0% increase in operating expenses, due to improved capacity utilization from the higher revenue levels.

First Aid, Safety and Fire Protection Services Operating Segment

First Aid, Safety and Fire Protection Services operating segment revenue increased $44.9 million in fiscal 2013 , a 10.8% increase compared to fiscal 2012 . This increase primarily resulted from an organic growth increase of 6.8% due to improvements in sales representative productivity. Acquisitions resulted in revenue growth of 4.4%. Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012 .

Cost of first aid, safety and fire protection services increased $24.0 million, or 10.1%, in fiscal 2013 , due primarily to increased First Aid, Safety and Fire Protection Services operating segment volume. 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 43.3% for fiscal 2013 compared to 42.9% in fiscal 2012 . This increase is due to higher revenue as a result of improved sales representative productivity and improved capacity utilization from the higher revenue levels.

Selling and administrative expenses increased by $12.9 million, or 9.0%, in fiscal 2013 compared to fiscal 2012 primarily due to an increase in labor and other employee-partner related expenses. However, selling and administrative expenses as a percent of revenue, at 33.9%, decreased from 34.5% in fiscal 2012 due to revenue growing at a faster rate than selling and administrative expenses as a result of improvements in sales representative productivity.

Income before income taxes was $43.1 million in fiscal 2013 , an increase of $8.0 million, or 22.6%, compared to fiscal 2012 . Income before income taxes as a percent of revenue, at 9.4%, increased from 8.5% in fiscal 2012 . This increase


16



in income before income taxes was primarily due to the increase in First Aid, Safety and Fire Protection Services operating segment revenue.

Document Management Services Operating Segment

Document Management Services operating segment revenue increased $9.9 million for fiscal 2013 , or 2.9%, over fiscal 2012 . This increase primarily resulted from acquisitions, which accounted for revenue growth of 2.9%. Revenue in fiscal 2013 was negatively impacted by 0.4% due to one less workday compared to fiscal 2012 . The remaining 0.4% represents an organic growth increase. This operating segment derives a portion of its revenue from the sale of shredded paper to paper recyclers. The average price from these paper sales decreased by approximately 19% in fiscal 2013 compared to fiscal 2012 , due to decreases in recycled paper prices. This decrease resulted in lower recycled paper revenue.

Cost of document management services increased $12.3 million, or 7.1%, for fiscal 2013 primarily 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 decreased from 49.1% in fiscal 2012 to 47.0% in fiscal 2013 . This decrease is due to the lower recycled paper revenue as discussed above.

Selling and administrative expenses increased $7.8 million, or 5.5%, in fiscal 2013 over fiscal 2012 . This increase is primarily due to an increase in labor and other employee-partner related expenses.

Income before income taxes for the Document Management Services operating segment was $15.8 million, a decrease of $10.1 million compared to fiscal 2012 . Income before income taxes, at 4.5% of the operating segment's revenue, decreased from 7.6% in fiscal 2012 . This decrease is primarily a result of the lower recycled paper revenue, as discussed above.


Fiscal 2012 Compared to Fiscal 2011

Fiscal 2012 total revenue was $4.1 billion, an increase of 7.7% compared to fiscal 2011. The increase primarily resulted from an organic growth increase of 6.1%. Revenue in fiscal 2012 was also positively impacted by 0.4% due to one more workday compared to fiscal 2011. The remaining 1.2% increase represents growth derived through acquisitions in our Document Management Services operating segment, our First Aid, Safety and Fire Protection Services operating segment and our Uniform Rentals and Ancillary Products operating segment during the year. Organic growth by quarter is shown in the table below. Organic growth percentages have been adjusted for the appropriate number of workdays, by quarter and for the year, where applicable.

Organic Growth

First Quarter Ending August 31, 2011

7.6

%

Second Quarter Ending November 30, 2011

7.0

%

Third Quarter Ending February 29, 2012

5.9

%

Fourth Quarter Ending May 31, 2012

4.0

%

For the Fiscal Year Ending May 31, 2012

6.1

%


Rental Uniforms and Ancillary Products operating segment revenue consists predominantly of revenue derived from the rental of corporate identity uniforms and other garments, including flame resistant clothing, and the rental and/or sale of mats, mops, shop towels, restroom supplies and other rental services. Revenue from the Rental Uniforms and Ancillary Products operating segment increased 8.2% compared to fiscal 2011. The increase primarily resulted from an organic growth increase in revenue of 6.7%. This organic increase in the Rental Uniforms and Ancillary Products operating segment revenue was primarily due to improvements in sales representative productivity. Generally, sales productivity improvements are the result of increased tenure and improved training, which result in a higher number of accounts sold. Revenue in fiscal 2012 was also positively impacted by 0.4% due to one more workday compared to fiscal 2011. The remaining 1.1% increase represents growth derived through acquisitions in our Rental Uniforms and Ancillary Products operating segment.

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 6.4% compared to fiscal


17



2011. The increase primarily resulted from an organic growth increase of 4.6%, which was due to improved sales representative productivity and improved account retention, slightly offset by a decrease in the average selling price of recycled paper. Revenue in fiscal 2012 was also positively impacted by 0.4% due to one more workday compared to fiscal 2011. The remaining 1.4% represents growth derived through acquisitions in our Document Management Services operating segment and our First Aid, Safety and Fire Protection Services operating segment during fiscal 2012.

Cost of rental uniforms and ancillary products increased 7.7% compared to fiscal 2011. Cost of rental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, mops, shop towels and other ancillary items. The cost of rental uniforms and ancillary products increase compared to fiscal 2011 was due to increased Rental Uniforms and Ancillary Products operating segment sales volume.

Cost of other services increased 6.6% compared to fiscal 2011. 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. The increase from fiscal 2011 was due to increased Other Services sales volume.

Selling and administrative expenses increased $30.0 million, or 2.6%, compared to fiscal 2011 due to increases in labor and other employee-partner related expenses. However, selling and administrative expenses as a percent of revenue, at 29.2%, decreased from 30.7% in fiscal 2011 due to improvements in sales representative productivity and cost control initiatives.

Operating income of $539.6 million in fiscal 2012 increased $99.3 million, or 22.5%, compared to fiscal 2011. This increase was primarily due to increased revenue in fiscal 2012 and improved capacity utilization.

Net interest expense (interest expense less interest income) increased $21.0 million from fiscal 2011. This increase was due to the increased interest cost associated with the issuance of $500.0 million aggregate principal amount of senior notes in the fourth quarter of fiscal 2011.

Income before income taxes was $470.9 million, a 19.9% increase compared to fiscal 2011. This change reflects the increase in operating income offset by the increase in net interest expense described above.

Cintas' effective tax rate was 36.8% for fiscal 2012 as compared to 37.1% and 37.3% for fiscal 2011 and 2010, respectively. The decrease in the effective tax rate from fiscal 2011 to fiscal 2012 was primarily the result of positive audit resolutions (also see Note 7 entitled Income Taxes of "Notes to Consolidated Financial Statements" for more information on income taxes).

Net income for fiscal 2012 of $297.6 million was a 20.5% increase compared to fiscal 2011. This increase was primarily due to revenue increasing at a faster rate of 7.7% compared to a 5.7% increase in operating expenses. Revenue grew at a faster rate primarily due to improvements in sales representative productivity. Diluted earnings per share of $2.27 was a 35.1% increase compared to fiscal 2011. The increase in diluted earnings per share is higher than the increase in net income due to a decrease in weighted average common stock outstanding as a result of Cintas purchasing 11.4 million shares of its common stock during fiscal 2012.

Rental Uniforms and Ancillary Products Operating Segment

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased $220.0 million, or 8.2%, and the cost of rental uniforms and ancillary products increased $118.1 million, or 7.7%. The operating segment's fiscal 2012 gross margin was 43.4% of revenue compared to 43.2% in fiscal 2011. The increase in gross margin as a percent of revenue over fiscal 2011 was due to an increase in revenue as a result of improvements in sales representative productivity and improved capacity utilization.

Selling and administrative expenses for the Rental Uniforms and Ancillary Products operating segment increased $12.0 million in fiscal 2012 compared to fiscal 2011 primarily due to increases in labor and other employee-partner related expenses. Selling and administrative expenses as a percent of revenue, at 28.6%, decreased from 30.5% in fiscal 2011. This decrease as a percent of revenue was primarily due to cost control initiatives and higher Rental Uniforms and Ancillary Products operating segment revenue from greater sales representative productivity in fiscal 2012 compared to fiscal 2011.

Income before income taxes increased $89.9 million to $429.5 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2012 compared to fiscal 2011. This increase is primarily due to the increase in revenue


18



offset by the increase in selling and administrative expenses discussed above.

Uniform Direct Sales Operating Segment

Uniform Direct Sales operating segment revenue increased $14.8 million, or 3.5%, compared to fiscal 2011. Revenue in fiscal 2012 was positively impacted by 0.4% due to one more workday compared to fiscal 2011. Cost of uniform direct sales increased $11.6 million, or 4.0%, compared to fiscal 2011. The gross margin as a percent of revenue was 29.9% for fiscal 2012 compared to 30.2% in fiscal 2011. This decrease in gross margin as a percent of revenue over fiscal 2011 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 $2.4 million, or 3.0%, in fiscal 2012 compared to fiscal 2011. Selling and administrative expenses as a percent of revenue, at 18.6%, decreased slightly from 18.7% in fiscal 2011.

Income before income taxes was $49.0 million in fiscal 2012, an increase of $0.8 million, or 1.6%, compared to fiscal 2011. Income before income taxes as a percent of revenue, at 11.3%, decreased from 11.5% in fiscal 2011. 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.

First Aid, Safety and Fire Protection Services Operating Segment

First Aid, Safety and Fire Protection Services operating segment revenue increased $38.0 million in fiscal 2012, a 10.1% increase compared to fiscal 2011. This increase primarily resulted from an organic growth increase of 8.4% due to improvements in sales representative productivity and improved customer retention. Revenue in fiscal 2012 was also positively impacted by 0.4% due to one more workday compared to fiscal 2011. The remaining 1.3% represents growth derived through acquisitions.

Cost of first aid, safety and fire protection services increased $15.6 million, or 7.1%, in fiscal 2012, due primarily to increased First Aid, Safety and Fire Protection Services operating segment volume. 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 42.9% for fiscal 2012 compared to 41.3% in fiscal 2011. 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 by $8.7 million, or 6.5%, in fiscal 2012 compared to fiscal 2011 primarily due to an increase in labor and other employee-partner related expenses. However, selling and administrative expenses as a percent of revenue, at 34.5%, decreased from 35.6% in fiscal 2011. 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 was $35.1 million in fiscal 2012 compared to $21.5 million in fiscal 2011. This increase in income before income taxes was primarily due to the increase in First Aid, Safety and Fire Protection Services operating segment revenue and improved capacity utilization from the higher revenue levels.

Document Management Services Operating Segment

Document Management Services operating segment revenue increased $18.8 million for fiscal 2012, or 5.8%, over fiscal 2011. This increase primarily resulted from an organic growth increase of 2.1%. Revenue in fiscal 2012 was also positively impacted by 0.4% due to one more workday compared to fiscal 2011. The remaining 3.3% increase represents growth derived mainly through acquisitions. This operating segment derives a portion of its revenue from the sale of shredded paper to paper recyclers.  The average price from these paper sales decreased by approximately 6% in fiscal 2012 compared to fiscal 2011, due to decreases in recycled paper prices.  This decrease resulted in lower recycled paper revenue.

Cost of document management services increased $16.9 million, or 10.8%, for fiscal 2012 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 decreased from 51.3% in fiscal 2011 to 49.1% in fiscal 2012. This decrease is due to a drop in recycled paper prices and an increase in energy-related costs in fiscal 2012 compared to fiscal 2011. 

Selling and administrative expenses increased $7.0 million in fiscal 2012 over fiscal 2011. This increase is primarily due to an increase in labor and other employee-partner related expenses. However, these expenses as a percent of revenue, at 41.4%, decreased from 41.7% in fiscal 2011. This decrease is due to the revenue growing at a faster rate


19



than the expenses due to cost control initiatives, lower bad debt expense and lower amortization expense related to acquisition related intangible assets.

Income before income taxes for the Document Management Services operating segment was $26.0 million, a decrease of $5.1 million compared to fiscal 2011. Income before income taxes, at 7.6% of the operating segment's revenue, decreased from 9.7% in fiscal 2011. This decrease is primarily a result of the increase in the cost of document management services and selling and administrative expenses, as discussed above.

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 fiscal years ending May 31:

(In thousands)

2013

2012

Net cash provided by operating activities

$

552,748


$

469,862


Net cash used in investing activities

$

(284,181

)

$

(104,294

)

Net cash used in financing activities

$

(256,058

)

$

(460,575

)

Cash and cash equivalents at the end of the period

$

352,273


$

339,825


Marketable securities at the end of the period

$

5,680


$

-



The cash, cash equivalents and marketable securities as of May 31, 2013 , include $50.7 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 May 31, 2013 , consist of United States municipal bonds. We believe that our investment policy pertaining to marketable securities is conservative. The primary criterion used in making investment decisions is the preservation of principal, while earning an attractive yield.

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 the repurchase of our common stock.

Net cash provided by operating activities was $552.7 million for fiscal 2013 , an increase of $82.9 million compared to fiscal 2012 . Along with the increase in net income, the decrease in inventory and the increase in accounts payable also had a positive impact on cash flows.

Net cash used in investing activities includes capital expenditures and cash paid for acquisitions of businesses. Capital expenditures were $196.5 million and $160.8 million for fiscal 2013 and fiscal 2012 , respectively. These capital expenditures primarily related to expansion efforts in the Rental Uniforms and Ancillary Products and Document Management Services operating segments. Capital expenditures for fiscal 2013 included $140.3 million for the Rental Uniforms and Ancillary Products operating segment and $37.4 million for the Document Management Services operating segment. Cash paid for acquisitions of businesses was $69.4 million and $24.9 million for fiscal 2013 and fiscal 2012 , respectively. The acquisitions in fiscal 2013 occurred in our First Aid, Safety and Fire Protection Services and Document Management Services operating segments. The acquisitions in fiscal 2012 occurred in our Document Management Services, First Aid, Safety and Fire Protection Services and Rental Uniforms and Ancillary Products operating segments. Net cash used in investing activities for fiscal 2013 also includes net purchases of marketable securities and investments of $17.0 million. The cash used for capital expenditures and acquisitions in fiscal 2012 was offset by net proceeds from the redemption of marketable securities of $79.4 million.

Net cash used in financing activities was $256.1 million and $460.6 million for fiscal 2013 and 2012 , respectively. On October 26, 2010, we announced that the Board of Directors authorized a $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. On October 18, 2011, we announced that the Board of Directors authorized a new $500.0 million share buyback program. Beginning in April 2012, under the October 18, 2011 share buyback program through May 31, 2012, Cintas purchased a total of 3.3 million shares of Cintas common stock at an average price of $39.10 per share for a total purchase price of $129.6 million. For the fiscal year ended May 31, 2012, Cintas acquired 0.1 million shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired


20



at an average price of $32.05 per share for a total purchase price of $3.2 million. During fiscal 2013, Cintas purchased a total of 5.1 million shares of Cintas common stock at an average price of $40.97 per share for a total purchase price of $208.0 million. From the inception of the October 18, 2011 share buyback program through July 30, 2013 , Cintas has purchased a total of 8.6 million shares of Cintas common stock at an average price of $40.43 per share for a total purchase price of $348.9 million. For the fiscal year ended May 31, 2013 , Cintas acquired 0.2 million shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $38.04 per share for a total purchase price of $7.7 million.

We paid an annual cash dividend of $79.7 million, or $0.64 per share, in December 2012. On a per share basis, this dividend is an increase of 18.5% over the dividend paid in fiscal 2012. This marks the 30 th consecutive year that Cintas has increased its annual dividend, every year since going public in 1983.

As of May 31, 2013 , we had $1,300.0 million aggregate principal amount in fixed rate senior notes outstanding with maturities ranging from 2016 to 2036. On June 1, 2012, Cintas repaid at maturity $225.0 million aggregate principal amount of its 6.00% senior notes due 2012. On June 5, 2012, Cintas issued $250.0 million aggregate principal amount of senior notes due June 1, 2022. These senior notes bear interest at a rate of 3.25% paid semi-annually beginning December 1, 2012. The net proceeds generated from the offering ($25.0 million) were used for general corporate purposes. As of May 31, 2013, we also had outstanding $250.0 million of 30-year senior notes issued in fiscal 2007 at a rate of 6.15%, $300.0 million of 10-year senior notes issued in fiscal 2008 at a rate of 6.125%, $250.0 million of 5-year senior notes issued in fiscal 2011 at a rate of 2.85% and $250.0 million of 10-year senior notes issued in 2011 at a rate of 4.30%. During fiscal 2009, Cintas initiated a $7.5 million loan with PIDC Regional Center, LP for funding related to a facility being built in Philadelphia. It is a 5-year note with a 2.75% interest rate due in fiscal 2014.

Cintas' commercial paper program has a 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. The revolving credit facility was amended on October 7, 2011, to extend the maturity date from September 26, 2014 to October 6, 2016, to improve the applicable margin used to calculate the interest rate payable on any outstanding loans and the facility fee payable under the agreement and to replace the financial covenant regarding Cintas' net funded indebtedness to total capitalization with a requirement to maintain a leverage ratio of consolidated indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (debt to EBITDA) of no more than 3.5 to 1.0. 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 at May 31, 2013 or 2012 .

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 EBITDA 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 May 31, 2013 , 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 May 31, 2013 , 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.


21



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 EBITDA. 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.

Long-Term Contractual Obligations

(In thousands)

Payments Due by Period

Total

One year

or less

Two to

three years

Four to

five years

After five

years

Long-term debt  (1)

$

1,309,166


$

8,187


$

697


$

550,282


$

750,000


Operating leases  (2)

209,494


40,117


63,570


40,307


65,500


Interest payments  (3)

653,148


64,311


128,289


102,195


358,353


Interest swap agreements

-


-


-


-


-


Unconditional purchase obligations

-


-


-


-


-


Total long-term contractual cash obligations

$

2,171,808


$

112,615


$

192,556


$

692,784


$

1,173,853



Cintas also makes payments to defined contribution plans. The amount of contributions made to the defined contribution plans are at the discretion of the Board of Directors of Cintas. Future contributions are expected to increase approximately 3% to 5% annually. Based on that increase, payments due in one year or less would be $30.6 million, two to three years would be $65.9 million and four to five years would be $72.7 million. Payments for years thereafter are expected to continue increasing by approximately 5% each year.

(1)

Long-term debt primarily consists of $1,300.0 million in senior notes (reference Note 5 entitled Long-Term Debt and Derivatives of "Notes to Consolidated Financial Statements" for a detailed discussion of long-term debt).

(2)

Operating leases consist primarily of operational facility leases.

(3)

Interest payments could include interest on both fixed and variable rate debt. As of May 31, 2013, Cintas did not have commercial paper outstanding, and therefore did not have any variable rate debt.

Other Commitments

(In thousands)

Amount of Commitment Expiration per Period

Total

One year

or less

Two to

three years

Four to

five years

After five

Years

 Lines of credit  (1)

$

299,916


$

-


$

-


$

299,916


$

-


Standby letters of credit  (2)

85,775


85,775


-


-


-


Guarantees

-


-


-


-


-


Standby repurchase obligations

-


-


-


-


-


Other commercial commitments

-


-


-


-


-


Total other commitments

$

385,691


$

85,775


$

-


$

299,916


$

-



(1)

Back-up facility for the commercial paper program (reference Note 5 entitled Long-Term Debt and Derivatives of "Notes to Consolidated Financial Statements" for further discussion).

(2)

Support certain outstanding debt (reference Note 5 entitled Long-Term Debt and Derivatives of "Notes to Consolidated Financial Statements"), self-insured workers' compensation and general liability insurance programs.

Inflation and Changing Prices

Changes in wages, benefits and energy costs have the potential to materially impact Cintas' consolidated financial results. Management believes inflation has not had a material impact on Cintas' consolidated financial condition or a negative impact on results of operations.


22



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 operations of Cintas. Cintas is party to additional litigation not considered in the ordinary course of business. Please refer to "Part I, Item 3. Legal Proceedings" and Note 12 entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements" for a detailed discussion of certain specific litigation.

New Accounting Standards

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02 (ASU 2013-02), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income (AOCI) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The guidance is effective prospectively for interim and annual financial periods beginning after December 15, 2012. This new guidance is effective for Cintas in the first quarter of fiscal 2014. Cintas does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.


Critical Accounting Policies

The preparation of Cintas' consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and judgments that have a significant effect on the amounts reported in the consolidated financial statements and accompanying notes. These critical accounting policies should be read in conjunction with Note 1 entitled Significant Accounting Policies of "Notes to Consolidated Financial Statements." Significant changes, estimates or assumptions related to any of the following critical accounting policies could possibly have a material impact on the consolidated financial statements.

Revenue recognition

Rental revenue, which is recorded in the Rental Uniforms and Ancillary Products operating segment, is recognized when services are performed. Other services revenue, which is recorded in the Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services operating segments, is recognized when either services are performed or when products are shipped and the title and risks of ownership pass to the customer.

Allowance for doubtful accounts

Cintas establishes an allowance for doubtful accounts. This allowance includes an estimate based on historical rates of collectability and allowances for specific accounts identified as uncollectible. The allowance that is an estimate based on the company's historical rates of collectability is recorded for overdue amounts, beginning with a nominal percentage and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Rental Uniforms and Ancillary Products operating segment and the three other operating segments because of differences in customers served and the nature of each operating segment.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Cintas applies a commonly accepted practice of using inventory turns to apply variances between actual and standard costs to the inventory balances. The judgments and estimates used to calculate inventory turns will have an impact on the valuation of inventories at the lower of cost or market. An inventory obsolescence reserve is determined by specific identification, as well as an estimate based on the company's historical rates of obsolescence.






23



Uniforms and other rental items in service

Uniforms and other rental items in service are valued at cost less amortization, calculated using the straight-line method. Uniforms in service (other than cleanroom and flame resistant clothing) are amortized over their useful life of 18 months. Other rental items, including shop towels, mats, mops, cleanroom garments, flame resistant clothing, linens and restroom dispensers, are amortized over their useful lives, which range from 8 to 60 months. The amortization rates used are based on industry experience, Cintas' specific experience and wear tests performed by Cintas. These factors are critical to determining the amount of in service inventory that is presented in the consolidated financial statements.

Property and equipment

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets based on industry and company specific experience, which is typically 30 to 40 years for buildings, 5 to 20 years for building improvements, 3 to 10 years for equipment and 2 to 15 years for leasehold improvements. When events or circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the estimated undiscounted future cash flows are compared to the carrying amount of the assets. If the estimated undiscounted future cash flows are less than the carrying amount of the assets, an impairment loss is recorded based on the excess of the carrying amount of the assets over their respective fair values. Fair value is generally determined by discounted cash flows or based on prices of similar assets, as appropriate. Long-lived assets that are held for sale are reported at the lower of the carrying amount or the estimated fair value, less estimated costs to sell.

Goodwill and impairment

Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Cintas completes an annual impairment test which includes the determination of the estimated fair value of its reporting units. This test includes comparisons to current market values, where available, and discounted cash flow analyses. Significant assumptions include growth rates based on historical trends and margin improvement leveraged from such growth, as well as discount rates. The methodology used is consistent with prior years. Based on the results of the annual impairment tests, Cintas was not required to recognize an impairment of goodwill for the fiscal years ended May 31, 2013 , 2012 or 2011 . Cintas will continue to perform impairment tests as of March 1 in future years and when indicators of impairment exist, if any, are noted.

Service contracts and other assets

Service contracts and other assets, which consist primarily of noncompete and consulting agreements obtained through acquisitions of businesses, are amortized by use of the straight-line method over the estimated lives of the agreements, which are generally 5 to 10 years. Certain noncompete agreements, as well as all service contracts, require that a valuation be determined using a discounted cash flow model. The assumptions and judgments used in these models involve estimates of cash flows and discount rates, among other factors. Because of the assumptions used to value these intangible assets, actual results over time could vary from original estimates. Impairment of service contracts and other assets is accomplished through specific identification. No impairment has been recognized by Cintas for the fiscal years ended May 31, 2013 , 2012 or 2011 .

Stock-based compensation

Compensation expense is recognized for all share-based payments to employees, including stock options and restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are granted. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model. Measured compensation cost, net of estimated forfeitures, is recognized on a straight-line basis over the vesting period of the related share-based compensation award. See Note 11 entitled Stock-Based Compensation of "Notes to Consolidated Financial Statements" for further information.

Litigation and environmental matters

Cintas is subject to legal proceedings and claims related to environmental matters arising from the ordinary course of business. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. While a significant change in assumptions and judgments could have a material impact on the amounts recorded for contingent liabilities, Cintas does not believe that they will result in a material adverse effect on the consolidated financial statements.

A detailed discussion of litigation matters is discussed in Note 12 entitled Litigation and Other Contingencies of "Notes to Consolidated Financial Statements."


24



Income taxes

Deferred tax assets and liabilities are determined by the differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. See Note 7 entitled Income Taxes of "Notes to Consolidated Financial Statements" for the types of items that give rise to significant deferred income tax assets and liabilities. Deferred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for financial reporting purposes. Deferred income taxes that are not related to an asset or liability for financial reporting are classified according to the expected reversal date. Cintas regularly reviews deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets, as adjusted for valuation allowances, will be realized.

Cintas is periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, Cintas records reserves as deemed appropriate. Based on Cintas' evaluation of current tax positions, Cintas believes its tax related accruals are appropriate.



Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Earnings are affected by changes in short-term interest rates due to investments in marketable securities and money market accounts and periodic issuances of commercial paper. If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately $0.1 million. This estimated exposure considers the effects on investments. This analysis does not consider the effects of a change in economic activity or a change in Cintas' capital structure.

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 denominated revenue and profit translated into U.S. dollars. Foreign denominated revenue and profit represents less than 10% of Cintas' consolidated revenue and profit. Cintas periodically uses foreign currency hedges such as average rate options and forward contracts to mitigate the risk of foreign currency exchange rate movements resulting from foreign currency revenue and from international cash flows. The primary foreign currency to which Cintas is exposed is the Canadian dollar.



25



Item 8.  Financial Statements and Supplementary Data


Index to Consolidated Financial Statements

Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, 2013 , 2012 and 2011


Management's Report on Internal Control over Financial Reporting

27

Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm

28

Consolidated Statements of Income

30

Consolidated Statements of Comprehensive Income

31

Consolidated Balance Sheets

32

Consolidated Statements of Shareholders' Equity

33

Consolidated Statements of Cash Flows

34

Notes to Consolidated Financial Statements

35



26



Management's Report on

Internal Control over Financial Reporting


To the Shareholders of Cintas Corporation:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.

With the supervision of our Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, 2013 . Management based its assessment on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and our overall control environment. This assessment is supported by testing and monitoring performed by our internal audit function.

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, 2013 , to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

We reviewed the results of management's assessment with the Audit Committee of our Board of Directors. Additionally, our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of Cintas Corporation's internal control over financial reporting. Ernst & Young LLP has issued an attestation report, which is included in this Annual Report on Form 10-K.


Scott D. Farmer

Chief Executive Officer

William C. Gale

Senior Vice President and Chief Financial Officer


27



Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders of Cintas Corporation


We have audited Cintas Corporation's internal control over financial reporting as of May 31, 2013 , based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Cintas Corporation's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial reporting as of May 31, 2013 , based on the COSO criteria .


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cintas Corporation as of May 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended May 31, 2013 and our report dated July 30, 2013 expressed an unqualified opinion thereon.


/s/ ERNST & YOUNG LLP


Cincinnati, Ohio

July 30, 2013




28




Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders of Cintas Corporation

We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, 2013 and 2012 , and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended May 31, 2013 . Our audits also included the consolidated financial statement schedule listed in the Index at Item 15(a)(2). These consolidated financial statements and schedule are the responsibility of Cintas Corporation's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cintas Corporation at May 31, 2013 and 2012 , and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, 2013 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cintas Corporation's internal control over financial reporting as of May 31, 2013 , based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 30, 2013 expressed an unqualified opinion thereon.


/s/ ERNST & YOUNG LLP

Cincinnati, Ohio

July 30, 2013



29



Consolidated

Statements of Income

Fiscal Years Ended May 31,

(In thousands except per share data)

2013

2012

2011

Revenue:

Rental uniforms and ancillary products

$

3,044,587


$

2,912,261


$

2,692,248


Other services

1,271,884


1,189,739


1,118,136


4,316,471


4,102,000


3,810,384


Costs and expenses:

Cost of rental uniforms and ancillary products

1,756,297


1,648,551


1,530,456


Cost of other services

773,107


714,841


670,641


Selling and administrative expenses

1,221,856


1,198,981


1,168,944


Operating income

565,211


539,627


440,343


Interest income

(409

)

(1,942

)

(2,030

)

Interest expense

65,712


70,625


49,704


Income before income taxes

499,908


470,944


392,669


Income taxes

184,466


173,307


145,680


Net income

$

315,442


$

297,637


$

246,989


Basic earnings per share

$

2.53


$

2.27


$

1.68


Diluted earnings per share

$

2.52


$

2.27


$

1.68


Dividends declared and paid per share

$

0.64


$

0.54


$

0.49



See accompanying notes.



30


Consolidated Statements of Comprehensive Income

Fiscal Years Ended May 31,

(In thousands)

2013

2012

2011

Net income

$

315,442


$

297,637


$

246,989


Other comprehensive (loss) income, net of tax:

       Foreign currency translation adjustments

(1,087

)

(17,815

)

27,344


      Change in fair value of derivatives (1)

(187

)

(5,286

)

(6,096

)

      Amortization of interest rate lock agreements

1,952


1,508


767


      Change in fair value of available-for-sale securities (2)

14


24


3


      Other (3)

768


(575

)

656


Other comprehensive income (loss)

1,460


(22,144

)

22,674


Comprehensive income

$

316,902


$

275,493


$

269,663



(1)       Net of less than $0.1 million, $3.1 million and $3.8 million of tax expense for the fiscal years ended May 31, 2013, 2012 and 2011, respectively.

(2)       Net of less than $0.1 million of tax benefit for each of the fiscal years ended May 31, 2013, 2012 and 2011, respectively.


(3)      Net of $0.3 million of tax benefit, $0.2 million of tax expense and $0.2 million of tax benefit for the fiscal years ended May 31, 2013, 2012 and 2011, respectively.



See accompanying notes.



31



Consolidated

Balance Sheets

As of May 31,

(In thousands except share data)

2013

2012

Assets

Current assets:

Cash and cash equivalents

$

352,273


$

339,825


Marketable securities

5,680


-


Accounts receivable, principally trade, less allowance of $15,855 and $17,017, respectively

496,049


450,861


Inventories, net

240,440


251,205


Uniforms and other rental items in service

496,752


452,785


Income taxes, current

9,102


22,188


Prepaid expenses

24,530


21,222


Total current assets

1,624,826


1,538,086


Property and equipment, at cost, net

986,703


952,587


Goodwill

1,517,560


1,485,375


Service contracts, net

92,153


76,822


Other assets, net

124,390


112,836


$

4,345,632


$

4,165,706


Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable

$

121,029


$

94,840


Accrued compensation and related liabilities

78,050


91,214


Accrued liabilities

271,821


261,442


Deferred tax liability

77,169


2,559


Long-term debt due within one year

8,187


225,636


Total current liabilities

556,256


675,691


Long-term liabilities:

Long-term debt due after one year

1,300,979


1,059,166


Deferred income taxes

210,483


204,581


Accrued liabilities

76,422


87,133


Total long-term liabilities

1,587,884


1,350,880


Shareholders' equity:

Preferred stock, no par value:

100,000 shares authorized, none outstanding

-


-


Common stock, no par value:

425,000,000 shares authorized

2013:  174,786,010 shares issued and 122,281,507 shares outstanding



2012:  173,745,913 shares issued and 126,519,758 shares outstanding

186,332


148,255


Paid-in capital

109,822


107,019


Retained earnings

3,717,771


3,482,073


Treasury stock:



2013: 52,504,503 shares

2012: 47,226,155 shares

(1,850,556

)

(1,634,875

)

Other accumulated comprehensive income (loss):

Foreign currency translation

51,312


52,399


Unrealized loss on derivatives

(14,339

)

(16,104

)

Other

1,150


368


Total shareholders' equity

2,201,492


2,139,135


$

4,345,632


$

4,165,706



See accompanying notes.


32



Consolidated

Statements of Shareholders' Equity

Common Stock  

Paid-In

Capital

Retained

Earnings

Other

Accumulated

Comprehensive

Income (Loss)

Treasury Stock  

Total

Shareholders'

Equity

(In thousands)

Shares

Amount

Shares

Amount

Balance at June 1, 2010

173,207


$

132,058


$

84,616


$

3,080,079


$

36,133


(20,338

)

$

(798,857

)

$

2,534,029


Net income

-


-


-


246,989


-


-


-


246,989


Comprehensive income, net of tax

-


-


-


-


22,674


-


-


22,674


Dividends

-


-


-


(71,812

)

-


-


-


(71,812

)

Stock-based compensation

-


-


15,203


-


-


-


-


15,203


Vesting of stock-based compensation awards

139


3,343


(3,343

)

-


-


-


-


-


Repurchase of common stock

-


-


-


-


-


(15,424

)

(443,690

)

(443,690

)

Other

-


-


(744

)

-


-


-


-


(744

)

Balance at May 31, 2011

173,346


135,401


95,732


3,255,256


58,807


(35,762

)

(1,242,547

)

2,302,649


Net income

-


-


-


297,637


-


-


-


297,637


Comprehensive loss, net of tax

-


-


-


-


(22,144

)

-


-


(22,144

)

Dividends

-


-


-


(70,820

)

-


-


-


(70,820

)

Stock-based compensation

-


-


20,312


-


-


-


-


20,312


Vesting of stock-based compensation awards

297


9,513


(9,513

)

-


-


-


-


-


Stock options exercised, net of shares surrendered

103


3,341


-


-


-


-


-


3,341


Repurchase of common stock

-


-


-


-


-


(11,464

)

(392,328

)

(392,328

)

Other

-


-


488


-


-


-


-


488


Balance at May 31, 2012

173,746


148,255


107,019


3,482,073


36,663


(47,226

)

(1,634,875

)

2,139,135


Net income

-


-


-


315,442


-


-


-


315,442


Comprehensive income, net of tax

-


-


-


-


1,460


-


-


1,460


Dividends

-


-


-


(79,744

)

-


-


-


(79,744

)

Stock-based compensation

-


-


23,310


-


-


-


-


23,310


Vesting of stock-based compensation awards

610


23,270


(23,270

)

-


-


-


-


-


Stock options exercised, net of shares surrendered

430


14,807


-


-


-


-


-


14,807


Repurchase of common stock

-


-


-


-


-


(5,279

)

(215,681

)

(215,681

)

Other

-


-


2,763


-


-


-


-


2,763


Balance at May 31, 2013

174,786


$

186,332


$

109,822


$

3,717,771


$

38,123


(52,505

)

$

(1,850,556

)

$

2,201,492



See accompanying notes.


33




Consolidated

Statements of Cash Flows

Fiscal Years Ended May 31,

(In thousands)

2013

2012

2011

Cash flows from operating activities:

Net income

$

315,442


$

297,637


$

246,989


Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

165,664


155,831


150,886


Amortization of intangible assets

23,713


38,334


42,581


Stock-based compensation

23,310


20,312


15,203


Deferred income taxes

48,023


56,727


47,908


Change in current assets and liabilities, net of acquisitions of businesses:




Accounts receivable, net

(42,704

)

(24,261

)

(48,986

)

Inventories, net

10,997


(2,330

)

(78,824

)

Uniforms and other rental items in service

(44,179

)

(60,279

)

(58,180

)

Prepaid expenses

(3,281

)

(1,496

)

360


Accounts payable

25,023


(12,557

)

29,215


Accrued compensation and related liabilities

(13,161

)

11,625


12,493


Accrued liabilities and other

31,873


(20,371

)

(2,167

)

Income taxes, current

12,028


10,690


(16,592

)

Net cash provided by operating activities

552,748


469,862


340,886


Cash flows from investing activities:

Capital expenditures

(196,486

)

(160,802

)

(182,592

)

Proceeds from redemption of marketable securities

161,478


665,016


139,056


Purchase of marketable securities and investments

(178,464

)

(585,655

)

(78,307

)

Acquisitions of businesses, net of cash acquired

(69,370

)

(24,864

)

(171,552

)

Other

(1,339

)

2,011


(5,198

)

Net cash used in investing activities

(284,181

)

(104,294

)

(298,593

)

Cash flows from financing activities:

Proceeds from issuance of debt

250,000


-


1,002,281


Repayment of debt

(225,636

)

(1,323

)

(502,208

)

Proceeds from exercise of stock-based compensation awards

14,807


3,341


-


Dividends paid

(79,744

)

(70,820

)

(71,812

)

Repurchase of common stock

(215,681

)

(392,328

)

(443,690

)

Other

196


555


(4,609

)

Net cash used in financing activities

(256,058

)

(460,575

)

(20,038

)

Effect of exchange rate changes on cash and cash equivalents

(61

)

(3,274

)

4,570


Net increase (decrease) in cash and cash equivalents

12,448


(98,281

)

26,825


Cash and cash equivalents at beginning of year

339,825


438,106


411,281


Cash and cash equivalents at end of year

$

352,273


$

339,825


$

438,106



See accompanying notes.


34



Notes to Consolidated Financial Statements



1.  Significant Accounting Policies

Business description.   Cintas Corporation (collectively with its majority-owned subsidiaries and any entities over which it has control, "Cintas") provides highly specialized products and services to businesses of all types primarily throughout North America, as well as Latin America, Europe and Asia. Cintas is 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 and document management services. Cintas' products and services are designed to enhance its customers' images and to provide additional safety and protection in the workplace.

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. 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.

Principles of consolidation.   The consolidated financial statements include the accounts of Cintas controlled majority-owned subsidiaries and any entities over which Cintas has control. Intercompany balances and transactions have been eliminated as appropriate.

Use of estimates.   The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue recognition.   Rental revenue, which is recorded in the Rental Uniforms and Ancillary Products operating segment, is recognized when services are performed. Other Services revenue, which is recorded in the Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services operating segments, is recognized when either services are performed or when products are shipped and the title and risks of ownership pass to the customer.

Cost of rental uniforms and ancillary products.   Cost of rental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, mops, shop towels and other ancillary items. The Rental Uniforms and Ancillary Products operating segment inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs and other costs of distribution are included in the cost of rental uniforms and ancillary products.

Cost of other services.   Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses. Cost of other services includes inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs and other costs of distribution.

Selling and administrative expenses.   Selling and administrative expenses consist primarily of sales labor and commissions, management and administrative labor, payroll taxes, medical expense, insurance expense, legal and professional costs and amortization of finite-lived intangible assets.

Cash and cash equivalents.   Cintas considers all highly liquid investments with a maturity of three months or less, at date of purchase, to be cash equivalents. At May 31, 2013, cash and cash equivalents includes $28.5 million of restricted cash used as collateral associated with the general insurance program.

Marketable securities.   Marketable securities are comprised of fixed income securities and are classified as available-for-sale.

Accounts receivable.   Accounts receivable is comprised of amounts owed through product shipments and services provided and is presented net of an allowance for doubtful accounts. The allowance is an estimate based on historical


35



rates of collectability and allowances for specific accounts identified as uncollectible. The allowance that is an estimate based on Cintas' historical rates of collectability is recorded for overdue amounts, beginning with a nominal percentage and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Rental Uniforms and Ancillary Products operating segment and the three other operating segments because of differences in customers served and the nature of each operating segment. When an account is considered uncollectible, it is written off against the allowance for doubtful accounts.

Inventories.   Inventories are valued at the lower of cost (first-in, first-out) or market. Cintas applies a commonly accepted practice of using inventory turns to apply variances between actual and standard costs to the inventory balances. The judgments and estimates used to calculate inventory turns will have an impact on the valuation of inventories at the lower of cost or market. Inventory is comprised of the following amounts:

(In thousands)

2013

2012

Raw materials

$

19,800


$

19,138


Work in process

17,353


13,052


Finished goods

203,287


219,015


$

240,440


$

251,205



Inventories are recorded net of reserves for obsolete inventory of $ 29.5 million  and $ 29.4 million  as of May 31, 2013 and 2012 , respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence.

Uniforms and other rental items in service.   These items are valued at cost less amortization, calculated using the straight-line method. Uniforms in service (other than cleanroom and flame resistant clothing) are amortized over their useful life of 18  months. Other rental items, including shop towels, mats, mops, cleanroom garments, flame resistant clothing, linens and restroom dispensers, are amortized over their useful lives, which range from 8 to 60  months. The amortization rates used are based on industry experience, Cintas' specific experience and wear tests performed by Cintas. These factors are critical to determining the amount of in service inventory that is presented in the consolidated financial statements.

Property and equipment.   Property and equipment is stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method primarily over the following estimated useful lives of the assets based on industry and company specific experience, in years:

Buildings

30 to 40

Building improvements

5 to 20

Equipment

3 to 10

Leasehold improvements

2 to 15


Long-lived assets.   When events or circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the estimated undiscounted future cash flows are compared to the carrying amount of the assets. If the estimated undiscounted future cash flows are less than the carrying amount of the assets, an impairment loss is recorded based on the excess of the carrying amount of the assets over their respective fair values. Fair value is generally determined by discounted cash flows or based on prices of similar assets, as appropriate. Long-lived assets that are held for sale are reported at the lower of the carrying amount or the estimated fair value, less estimated costs to sell.

Goodwill.   Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Goodwill is separately disclosed from other intangible assets on the consolidated balance sheet and not amortized. Cintas completes an annual goodwill impairment test which includes the determination of the estimated fair value of its reporting units. The methodology used is consistent with prior years. Based on the results of the annual impairment test, Cintas was not required to recognize an impairment of goodwill for the fiscal years ended May 31, 2013 , 2012 or 2011 . Cintas will continue to perform impairment tests as of March 1 in future years and when indicators of impairment exist, if any, are noted.

Service contracts and other assets.   Service contracts and other assets, which consist primarily of noncompete and consulting agreements obtained through acquisitions of businesses, are amortized by use of the straight-line method over the estimated lives of the agreements, which are generally 5 to 10  years. Certain noncompete agreements, as


36



well as all service contracts, require that a valuation be determined using a discounted cash flow model. The assumptions and judgments used in these models involve estimates of cash flows and discount rates, among other factors. Because of the assumptions used to value these intangible assets, actual results over time could vary from original estimates. Impairment of service contracts and other assets is accomplished through specific identification. No impairment has been recognized by Cintas for the fiscal years ended May 31, 2013 , 2012 or 2011 .

Accrued liabilities.   Current accrued liabilities are recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. Current accrued liabilities include the following amounts:

(In thousands)

2013

2012

General insurance liabilities

$

96,930


$

82,611


Employee benefit related liabilities

59,221


56,134


Taxes and related liabilities

7,776


8,523


Accrued interest

26,816


29,523


Other

81,078


84,651


$

271,821


$

261,442



General insurance liabilities represent the estimated ultimate cost of all asserted and unasserted claims incurred, primarily related to worker's compensation, auto liability and other general liability exposure through the consolidated balance sheet date. Cintas records an increase or decrease in selling and administrative expenses related to development of prior claims, higher claims activity and other environmental factors in the period in which it becomes known.

Long-term accrued liabilities consists primarily of reserves associated with unrecognized tax benefits, which are described in more detail in Note 7 entitled Income Taxes, and retirement obligations, which are described in more detail in Note 9 entitled Defined Contribution Plans.

Stock-based compensation.   Compensation expense is recognized for all share-based payments to employees, including stock options and restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are granted. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model. Measured compensation cost, net of estimated forfeitures, is recognized on a straight-line basis over the vesting period of the related share-based compensation award.

Derivatives and hedging activities.   Cintas formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Derivatives are recorded at fair value on the consolidated balance sheet, and gains and losses are recorded as adjustments to earnings or other comprehensive income, as appropriate.


Other accounting pronouncements. In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02 (ASU 2013-02), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income (AOCI) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The guidance is effective prospectively for interim and annual financial periods beginning after December 15, 2012. This new guidance is effective for Cintas in the first quarter of fiscal 2014. Cintas does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.



37



2.  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 May 31, 2013

Level 1

Level 2

Level 3

Fair Value

Cash and cash equivalents

$

352,273


$

-


$

-


$

352,273


Marketable securities:

U.S. municipal bonds

-


5,680


-


5,680


Accounts receivable, net

-


39


-


39


Total assets at fair value

$

352,273


$

5,719


$

-


$

357,992



(In thousands)

As of May 31, 2012

Level 1

Level 2

Level 3

Fair Value

Cash and cash equivalents

$

339,825


$

-


$

-


$

339,825


Total assets at fair value

$

339,825


$

-


$

-


$

339,825



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


38



The types of financial instruments Cintas classifies within Level 2 include highly rated U.S. state or municipal bonds. The valuation technique used for Cintas' marketable securities classified within Level 2 of the fair value hierarchy is primarily the market approach. 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. 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.


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 May 31, 2013 was $ 5.7 million . Purchases of marketable securities were $ 167.1 million , $ 579.7 million and $ 62.7 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively. There were no outstanding marketable securities as of May 31, 2012. All outstanding marketable securities as of May 31, 2013 had contractual maturities due within one year.


Accounts receivable, net include foreign currency forward contracts. The fair value of Cintas' foreign currency 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 and company specific discount rates.


39



3.  Property and Equipment

(In thousands)

2013

2012

Land

$

112,311


$

108,176


Buildings and improvements

512,717


497,249


Equipment

1,631,213


1,478,270


Leasehold improvements

27,543


25,502


Construction in progress

58,463


62,370


2,342,247


2,171,567


Less: accumulated depreciation

1,355,544


1,218,980


$

986,703


$

952,587



Interest expense is net of capitalized interest of $ 1.3 million  and $ 2.2 million  for the fiscal years ended May 31, 2012 and 2011 , respectively. Interest was not capitalized during the fiscal year ended May 31, 2013 .


4.  Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the fiscal years ended May 31, 2013 and 2012 , by operating segment, are as follows:

Goodwill (in thousands)

Rental

Uniforms &

Ancillary

Products

Uniform

Direct

Sales

First Aid,

Safety &

Fire

Protection

Document

Management

Total

Balance as of June 1, 2011

$

943,177


$

23,995


$

192,944


$

327,766


$

1,487,882


Goodwill acquired (adj.)

2,163


-


(479

)

945


2,629


Foreign currency translation

(891

)

(27

)

-


(4,218

)

(5,136

)

Balance as of May 31, 2012

$

944,449


$

23,968


$

192,465


$

324,493


$

1,485,375


Goodwill acquired

-


-


24,524


7,616


32,140


Foreign currency translation

(124

)

(26

)

-


195


45


Balance as of May 31, 2013

$

944,325


$

23,942


$

216,989


$

332,304


$

1,517,560



Service Contracts  (in thousands)

Rental

Uniforms &

Ancillary

Products

Uniform

Direct

Sales

First Aid,

Safety &

Fire

Protection

Document

Management

Total

Balance as of June 1, 2011

$

44,628


$

-


$

35,878


$

21,806


$

102,312


Service contracts acquired

1,346


-


838


4,470


6,654


Service contracts amortization

(15,569

)

-


(7,382

)

(7,219

)

(30,170

)

Foreign currency translation

(1,249

)

-


-


(725

)

(1,974

)

Balance as of May 31, 2012

$

29,156


$

-


$

29,334


$

18,332


$

76,822


Service contracts acquired

-


-


11,413


24,670


36,083


Service contracts amortization

(6,002

)

-


(7,936

)

(6,766

)

(20,704

)

Foreign currency translation

(19

)

-


-


(29

)

(48

)

Balance as of May 31, 2013

$

23,135


$

-


$

32,811


$

36,207


$

92,153











40



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

As of May 31, 2013

(In thousands)

Carrying

Amount

Accumulated

Amortization

Net

Service contracts

$

420,499


$

328,346


$

92,153


Noncompete and consulting agreements

$

77,863


$

72,970


$

4,893


Investments  (1)

101,525


-


101,525


Other

22,711


4,739


17,972


Total

$

202,099


$

77,709


$

124,390



As of May 31, 2012

(In thousands)

Carrying

Amount

Accumulated

Amortization

Net

Service contracts

$

384,622


$

307,800


$

76,822


Noncompete and consulting agreements

$

76,036


$

69,954


$

6,082


Investments  (1)

90,198


-


90,198


Other

19,828


3,272


16,556


Total

$

186,062


$

73,226


$

112,836



(1)

Investments at May 31, 2013 , include the cash surrender value of insurance policies of $ 73.0 million, equity method investments of $ 27.6 million and cost method investments of $ 0.9 million. During fiscal 2013, Cintas sold stock of an equity method investment for a gain of $8.5 million . Investments at May 31, 2012 , include the cash surrender value of insurance policies of $ 57.4  million, equity method investments of $ 31.9  million and cost method investments of $ 0.9  million.

Amortization expense was $23.7 million , $38.3 million and $42.6 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively. Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $ 22.1  million, $ 19.2 million, $ 14.0  million, $ 8.9  million and $ 7.7  million, respectively.

Investments recorded using the cost method are evaluated for impairment on an annual basis or when indicators of impairment are identified. For fiscal 2013 , 2012 , and 2011 , no losses due to impairment were recorded.



41



5.  Long-Term Debt and Derivatives

(In thousands)

2013

2012

Unsecured term notes due through 2036 at an average rate of 4.59%

$

1,309,166


$

1,284,802


Less: amounts due within one year

8,187


225,636


$

1,300,979


$

1,059,166



Cintas' senior notes are recorded at cost. The fair value is estimated using Level 2 inputs based on Cintas' current incremental borrowing rate for similar types of borrowing arrangements. The carrying value and fair value of Cintas' long-term debt as of May 31, 2013 were $ 1,309.2 million and $ 1,447.1 million and as of May 31, 2012 were $ 1,284.8 million and $ 1,420.2 million .


Letters of credit outstanding were $ 85.8 million  and $ 85.7 million at May 31, 2013 and 2012 , respectively. Maturities of long-term debt during each of the next five years are $ 8.2 million , $ 0.5 million , $ 0.2 million , $ 250.2 million and $ 300.1 million , respectively.

Interest paid was $ 68.4 million , $ 62.3 million and $ 49.2 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.

Cintas' commercial paper program has a 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 . The revolving credit facility was amended on October 7, 2011, to extend the maturity date from September 26, 2014 to October 6, 2016, to improve the applicable margin used to calculate the interest rate payable on any outstanding loans and the facility fee payable under the agreement and to replace the financial covenant regarding Cintas' net funded indebtedness to total capitalization with a requirement to maintain a leverage ratio of consolidated indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (debt to EBITDA) of no more than 3.5 to 1.0. 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 at May 31, 2013 or 2012 .

On June 1, 2012, Cintas repaid at maturity $225.0 million aggregate principal amount of its 6.00% senior notes due 2012. Subsequently, on June 5, 2012, Cintas issued $250.0 million aggregate principal amount of senior notes due June 1, 2022. These senior notes bear interest at a rate of 3.25% paid semi-annually beginning December 1, 2012. The net proceeds ( $25.0 million ) generated from the offering were used for general corporate purposes.

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, 2007, 2008 and 2011. In addition, during the fourth quarter of fiscal 2012, Cintas entered into a new interest rate lock agreement in anticipation of the fiscal 2013 issuance. The amortization of the cash flow hedges resulted in a credit to other comprehensive income of $ 2.0 million , $ 1.5 million and $ 0.8 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.

To hedge the exposure of movements in the foreign currency rates, Cintas may use foreign currency hedges. These hedges 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 forward contracts included in accounts receivable of less than $0.1 million at May 31, 2013 . Cintas did not have any forward contracts included in accounts receivable at May 31, 2012 . These instruments did not impact foreign currency exchange during fiscal 2013 and increased foreign currency exchange loss by less than $0.1 million during fiscal 2012 .

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 EBITDA 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.



42



6.  Leases

Cintas conducts certain operations from leased facilities and leases certain equipment. Most leases contain renewal options for periods from 1 to 10  years. The lease agreements provide for increases in rent expense if the options are exercised based on increases in certain price level factors or other prearranged factors. Step rent provisions, escalation clauses, capital improvements funding and other lease concessions are taken into account in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. Lease payments are not dependent on an existing index or rate and are not included in minimum lease payments. It is anticipated that expiring leases will be renewed or replaced.

The minimum rental payments under noncancelable lease arrangements for each of the next five years and thereafter are $ 40.1 million , $ 34.5 million , $ 29.1 million , $ 22.7 million , $ 17.6 million and $ 65.5 million , respectively.

Rent expense under operating leases during the fiscal years ended May 31, 2013 , 2012 and 2011 , was $ 52.2 million , $ 48.7 million  and $ 45.7 million , respectively.


7.  Income Taxes


(In thousands)

2013

2012

2011

Income before income taxes consist of the following components:

U.S. operations

$

485,046


$

454,811


$

377,922


Foreign operations

14,862


16,133


14,747


$

499,908


$

470,944


$

392,669



(In thousands)

2013

2012

2011

Income tax expense consists of the following components:

Current:

Federal

$

109,964


$

139,251


$

70,811


State and local

12,478


17,780


15,063


122,442


157,031


85,874


Deferred

62,024


16,276


59,806


$

184,466


$

173,307


$

145,680



(In thousands)

2013

2012

2011

Reconciliation of income tax expense using the statutory rate and actual income tax expense is as follows:

Income taxes at the U.S. federal statutory rate

$

174,968


$

164,830


$

137,434


State and local income taxes, net of federal benefit

12,192


11,876


11,984


Other

(2,694

)

(3,399

)

(3,738

)

$

184,466


$

173,307


$

145,680








43



The components of deferred income taxes included on the consolidated balance sheets are as follows:

(In thousands)

2013

2012

Deferred tax assets:

Allowance for doubtful accounts

$

5,322


$

5,577


Inventory obsolescence

12,220


11,507


Insurance and contingencies

33,984


28,708


Stock-based compensation

17,513


16,017


Foreign tax credit carry-forward

5,397


9,054


Treasury locks

8,020


9,032


Other

20,030


9,421


102,486


89,316


Valuation allowance

(12,789

)

(9,054

)

89,697


80,262


Deferred tax liabilities:

In service inventory

131,334


64,061


Property

123,904


122,675


Intangibles

99,267


88,696


State taxes and other

22,844


11,970


377,349


287,402


Net deferred tax liability

$

287,652


$

207,140



Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets, net of valuation allowances, will be realized.


Income taxes paid were $ 122.2 million , $ 160.8 million and $ 105.8 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.


In the fourth quarter of fiscal 2012, Cintas repatriated approximately $110 million of cash from foreign subsidiaries on which no U.S. federal income taxes were previously provided, since Cintas had previously intended to permanently reinvest cumulative undistributed earnings of its foreign subsidiaries in foreign operations. Cintas recognized an income tax expense of $8.9 million , net of foreign tax credits in fiscal 2012 as a result of the repatriation described above.


Undistributed earnings of foreign subsidiaries were approximately $ 194.0 million , $ 140.7 million and $ 222.0 million as of May 31, 2013 , 2012 and 2011 , respectively, for which deferred taxes have not been provided. Such earnings are considered to be permanently reinvested in Cintas' foreign subsidiaries. If such earnings were repatriated, additional tax expense may result. The current calculation of such additional taxes is not practicable.

Accounting for uncertain tax positions requires the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Companies may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

As of May 31, 2013 and 2012 , there was $ 10.9 million and $ 9.0 million , respectively, in total unrecognized tax benefits, which, if recognized, would favorably impact Cintas' effective tax rate. Cintas recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense in the consolidated statements of income, which is consistent with the recognition of these items in prior reporting periods. The total amount accrued for interest and penalties as of May 31, 2013 and 2012 , was $ 1.1 million and $ 2.0 million , respectively. Cintas records this tax liability as current and long-term accrued liabilities on the consolidated balance sheets, as appropriate.


44



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. Unrecognized tax benefits related to continuing operations decreased by $ 29.2 million in fiscal 2013 , decreased by $ 55.0 million in fiscal 2012 and increased by $ 6.4 million in fiscal 2011 . Accrued interest decreased by $0.9 million , $7.1 million and $6.6 million in fiscal 2013 , 2012 and 2011 , respectively.

A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits (exclusive of interest and penalties) is as follows:

(In thousands)

Balance at June 1, 2011

$

103,099


Additions for tax positions of prior years

5,660


Settlements

(5,048

)

Change in tax regulations

(57,182

)

Statute expirations

(1,998

)

Balance at May 31, 2012

$

44,531


Additions based on tax positions related to the current year

1,843


Additions for tax positions of prior years

2,960


Change in tax regulations

(33,600

)

Statute expirations

(2,025

)

Balance at May 31, 2013

$

13,709



On December 23, 2011, the U.S. Department of the Treasury and the Internal Revenue Service issued temporary regulations (Regulations Section 2011-14) that provide guidance on amounts paid to improve tangible property and acquire or produce tangible property, as well as guidance regarding the disposition of property and the expensing of supplies and materials. The effective date of the final regulations was extended and will be effective for Cintas' fiscal year ending May 31, 2015. Early adoption is available, and as such, Cintas elected early adoption of the regulations on specific assets (material and supplies) resulting in gross decreases in unrecognized tax benefits of $33.6 million and $57.2 million in fiscal 2013 and 2012, respectively. Due to indications of coming changes to the de minimis and disposition rules, Cintas continues to review these regulations but does not believe there will be a material impact on the consolidated financial statements when they are fully adopted.

The majority of Cintas' operations are in North America. Cintas is required to file federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated results of operation in any given period.

All U.S. federal income tax returns are closed to audit through fiscal 2010. Cintas is currently in advanced stages of various audits in certain foreign jurisdictions and certain domestic states. The years under audit cover fiscal years back to 2005. Based on the resolution of the various audits and other potential regulatory developments, it is reasonably possible that the balance of unrecognized tax benefits could decrease by approximately $ 1.4 million for the fiscal year ending May 31, 2014.



45



8.  Acquisitions

The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and liabilities assumed. During fiscal 2013 , Cintas acquired three First Aid, Safety and Fire Protection Services operating segment businesses and twelve Document Management Services operating segment businesses. During fiscal 2012 , Cintas acquired two Uniform Rental and Ancillary Products operating segment businesses, two First Aid, Safety and Fire Protection Services operating segment businesses and four Document Management Services operating segment businesses.

The following summarizes the aggregate purchase price for all businesses acquired:

(In thousands)

2013

2012

Fair value of tangible assets acquired

$

7,212


$

536


Fair value of service contracts acquired

34,858


5,494


Fair value of other intangibles acquired

2,049


743


Net goodwill recognized

32,133


2,618


Total fair value of assets acquired

76,252


9,391


Fair value of liabilities assumed and incurred (settled)

6,882


(15,473

)

Total cash paid for acquisitions

$

69,370


$

24,864



The results of operation for the acquired businesses are included in the consolidated statements of income from the dates of acquisition. The pro forma revenue, net income and earnings per share information relating to acquired businesses are not presented because they are not significant to Cintas.


9.  Defined Contribution Plans

Cintas' Partners' Plan (the Plan) is a non-contributory profit sharing plan and Employee Stock Ownership Plan (ESOP) for the benefit of substantially all U.S. Cintas employee-partners who have completed one year of service. The Plan also includes a 401(k) savings feature covering substantially all U.S. employee-partners. The amounts of contributions to the Plan and ESOP, as well as the matching contribution to the 401(k), are made at the discretion of Cintas. Total contributions, including Cintas' matching contributions, which approximate cost, were $ 28.4 million , $ 26.0 million and $ 21.1 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.

Cintas has a non-contributory deferred profit sharing plan (DPSP), which covers substantially all Canadian employee-partners. In addition, a registered retirement savings plan (RRSP) is offered to those employees. The amounts of contributions to the DPSP, as well as the matching contribution to the RRSP, are made at the discretion of Cintas. Total contributions, which approximate cost, were $ 1.4 million , $ 1.3 million and $ 1.0 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.

Cintas has a supplemental executive retirement plan (SERP) subject to Section 409A of the Internal Revenue Code for the benefit of certain highly compensated Cintas employee-partners. The SERP allows participants to defer the receipt of compensation which would otherwise become payable to them. Matching contributions are made at the discretion of Cintas. Total matching contributions were $ 4.7 million , $ 5.7 million and $ 6.1 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.



46



10.  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)

2013

2012

2011

Basic Earnings per Share

Net income

$

315,442


$

297,637


$

246,989


Less dividends to:

Common shares

$

78,866


$

70,055


$

71,197


Unvested shares

878


765


615


Total dividends

$

79,744


$

70,820


$

71,812


Undistributed net income

$

235,698


$

226,817


$

175,177


Less: net income allocated to participating unvested securities

1,896


1,880


1,097


Net income available to common shareholders

$

233,802


$

224,937


$

174,080


Basic weighted average common shares outstanding

123,956


129,891


146,586


Basic earnings per share:

Common shares - distributed earnings

$

0.64


$

0.54


$

0.49


Common shares - undistributed earnings

1.89


1.73


1.19


Total common shares

$

2.53


$

2.27


$

1.68


Unvested shares - distributed earnings

$

0.64


$

0.54


$

0.49


Unvested shares - undistributed earnings

1.89


1.73


1.19


Total unvested shares

$

2.53


$

2.27


$

1.68




47



(In thousands except per share data)

2013

2012

2011

Diluted Earnings per Share

Net income

$

315,442


$

297,637


$

246,989


Less dividends to:

Common shares

$

78,866


$

70,055


$

71,197


Unvested shares

878


765


615


Total dividends

$

79,744


$

70,820


$

71,812


Undistributed net income

$

235,698


$

226,817


$

175,177


Less: net income allocated to participating unvested securities

1,896


1,880


1,097


Net income available to common shareholders

$

233,802


$

224,937


$

174,080


Basic weighted average common shares outstanding

123,956


129,891


146,586


Effect of dilutive securities - employee stock options

575


142


-


Diluted weighted average common shares outstanding

124,531


130,033


146,586


Diluted earnings per share:

Common shares - distributed earnings

$

0.64


$

0.54


$

0.49


Common shares - undistributed earnings

1.88


1.73


1.19


Total common shares

$

2.52


$

2.27


$

1.68


Unvested shares - distributed earnings

$

0.64


$

0.54


$

0.49


Unvested shares - undistributed earnings

1.88


1.73


1.19


Total unvested shares

$

2.52


$

2.27


$

1.68


For the fiscal years ended May 31, 2013 , 2012 and 2011 , options granted to purchase 0.7 million , 2.0 million and 3.9 million 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 shares (anti-dilutive).

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 a total of $259.5 million . On October 18, 2011, we announced that the Board of Directors authorized an additional $500.0 million share buyback program.  Under this new program, we purchased 3.3 million shares of Cintas common stock in April and May 2012 for a total purchase price of $129.6 million . During fiscal 2013, Cintas purchased a total of 5.1 million shares of Cintas common stock at an average price of $40.97 per share for a total purchase price of $208.0 million . From the inception of the October 18, 2011 share buyback program through July 30, 2013 , Cintas has purchased a total of 8.6 million shares of Cintas common stock at an average price of $40.43 per share for a total purchase price of $348.9 million . In addition, for the fiscal year ended May 31, 2013 , Cintas acquired 0.2 million shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $38.04 per share for a total purchase price of $7.7 million .


11.  Stock-Based Compensation

Under the 2005 Equity Compensation Plan adopted by Cintas in fiscal 2006, Cintas may grant officers and key employee-partners equity compensation in the form of stock options, stock appreciation rights, restricted and unrestricted stock awards, performance awards and other stock unit awards up to an aggregate of 14,000,000 shares of Cintas' common stock. At May 31, 2013 , 6,148,994 shares of common stock are reserved for future issuance under the 2005 Equity Compensation Plan. The compensation cost for stock-based awards was $23.3 million , $20.3 million and $15.2 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively. The total income tax benefit recognized in the consolidated income statement for share-based compensation arrangements was $ 6.6 million , $ 5.6 million and $ 4.5 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.


48



Stock Options

Stock options are granted at the fair market value of the underlying common stock on the date of grant. The option terms are determined by the Compensation Committee of the Board of Directors, but no stock option may be exercised later than 10  years after the date of the grant. The option awards generally have 10 -year terms with graded vesting in years 3 through 10 based on continuous service during that period. Cintas recognizes compensation expense for these options using the straight-line recognition method over the vesting period.

The fair value of these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

2013

2012

2011

Risk-free interest rate

1.3

%

2.4

%

2.5

%

Dividend yield

1.8

%

1.7

%

1.5

%

Expected volatility of Cintas' common stock

28.0

%

28.0

%

30.0

%

Expected life of the option in years

7.5


7.5


7.5



The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the stock options. The determination of expected volatility is based on historical volatility of Cintas' common stock over the period commensurate with the expected term of stock options, as well as other relevant factors. The weighted average expected term was determined based on the historical employee exercise behavior of the options. The weighted-average fair value of stock options granted during fiscal 2013 , 2012 and 2011 was $ 9.55 , $ 9.48 and $ 8.04 , respectively.

The information presented in the following table relates primarily to stock options granted and outstanding under either the 2005 Equity Compensation Plan or under previously adopted plans:

Shares

Weighted

Average

Exercise

Price

Outstanding, June 1, 2010 (1,838,530 shares exercisable)

6,467,206


$

37.63


Granted

2,030,764


32.42


    Canceled

(833,267

)

38.76


Exercised

-


-


Outstanding, May 31, 2011 (1,945,207 shares exercisable)

7,664,703


36.12


Granted

1,638,907


36.26


    Canceled

(1,591,480

)

36.90


Exercised

(103,013

)

32.66


Outstanding, May 31, 2012 (2,105,702 shares exercisable)

7,609,117


36.04


Granted

1,722,081


44.67


    Canceled

(884,384

)

38.69


Exercised

(561,176

)

36.44


Outstanding, May 31, 2013 (1,815,795 shares exercisable)

7,885,638


$

37.60



The intrinsic value of stock options exercised was $3.7 million and $0.6 million for the fiscal years ended May 31, 2013 and 2012 , respectively. The total cash received from employees as a result of employee stock option exercises for the fiscal years ended May 31, 2013 and 2012 was $ 14.8 million and $3.3 million , respectively. There were no stock options exercised during the fiscal year ended May 31, 2011 .

The fair value of stock options vested was $ 13.2 million , $ 12.9 million and $ 9.0 million for the fiscal years ended May 31, 2013 , 2012 and 2011 , respectively.




49



The following table summarizes the information related to stock options outstanding at May 31, 2013 :

Outstanding Options

Exercisable Options

Range of

Exercise Prices

Number

Outstanding

Average

Remaining

Option

Life

Weighted

Average

Exercise

Price

Number

Exercisable

Weighted

Average

Exercise

Price

$ 20.29 – $ 34.05

1,720,863

6.65

$

27.01


352,058


$

26.71


34.06 –  37.83

1,338,274

7.39

34.94


97,092


36.28


37.84 –   41.98

1,959,113

6.97

38.59


377,057


39.63


41.99 –    49.30

2,867,388

7.20

44.43


989,588


43.11


$ 20.29 – $ 49.30

7,885,638

7.05

$

37.60


1,815,795


$

38.85



At May 31, 2013 , the aggregate intrinsic value of stock options outstanding and exercisable was $ 63.8 million and $ 12.4 million , respectively. The weighted-average remaining contractual term of stock options exercisable is 2.3  years.

Restricted Stock Awards

Restricted stock awards consist of Cintas' common stock that is subject to such conditions, restrictions and limitations as the Compensation Committee of the Board of Directors determines to be appropriate. The vesting period is generally three years after the grant date. The recipient of restricted stock awards will have all rights of a shareholder of Cintas, including the right to vote and the right to receive cash dividends, during the vesting period. Cintas recognizes compensation expense for these restricted stock awards using the straight-line recognition method over the vesting period.

The information presented in the following table relates to restricted stock awards granted and outstanding under either the 2005 Equity Compensation Plan or under previously adopted plans:

Shares

Weighted

Average

Grant

Price

Outstanding, unvested grants at June 1, 2010

1,407,351


$

27.45


Granted

712,721


31.59


  Canceled

(66,754

)

25.54


Vested

(135,936

)

39.26


Outstanding, unvested grants at May 31, 2011

1,917,382


28.22


Granted

452,267


35.95


  Canceled

(188,685

)

30.62


Vested

(291,968

)

27.60


Outstanding, unvested grants at May 31, 2012

1,888,996


29.93


Granted

810,453


41.72


  Canceled

(73,856

)

31.78


Vested

(610,570

)

25.40


Outstanding, unvested grants at May 31, 2013

2,015,023


$

35.97



The remaining unrecognized compensation cost related to unvested stock options and restricted stock at May 31, 2013 , was $ 62.3 million . The weighted-average period of time over which this cost will be recognized is 2.5  years.



50



12.  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, consolidated results of operation or consolidated cash flows 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. 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 appealed the District Court's summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit. On November 9, 2012, the Sixth Circuit Court of Appeals reversed the District Court's opinion and remanded the claims back to the District Court. On April 16, 2013, Cintas filed with the United States Supreme Court a Petition for a Writ of Certiorari seeking to review the judgment of the United States Court of Appeals for the Sixth Circuit.

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. On May 30, 2013, the United States Court of Appeals for the Sixth Circuit affirmed the denial of class certification.

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, consolidated results of operation or consolidated cash flows 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.




51



13.  Operating 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. 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.































52



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 Significant Accounting Policies. Information related to the operations of Cintas' operating segments is set forth below:

(In thousands)

Rental

Uniforms

& Ancillary

Products

Uniform

Direct

Sales

First Aid,

Safety &

Fire

Protection

Document

Management

Corporate

Total

May 31, 2013

Revenue

$

3,044,587


$

461,328


$

460,592


$

349,964


$

-


$

4,316,471


Gross margin

$

1,288,290


$

134,985


$

199,314


$

164,478


$

-


$

1,787,067


Selling and admin. expenses

835,249


81,739


156,232


148,636


-


1,221,856


Interest income

-


-


-


-


(409

)

(409

)

Interest expense

-


-


-


-


65,712


65,712


Income before income taxes

$

453,041


$

53,246


$

43,082


$

15,842


$

(65,303

)

$

499,908


Depreciation and amortization

$

116,867


$

8,049


$

20,832


$

43,629


$

-


$

189,377


Capital expenditures

$

140,327


$

6,908


$

11,809


$

37,442


$

-


$

196,486


Total assets

$

2,830,941


$

152,551


$

398,614


$

605,573


$

357,953


$

4,345,632


May 31, 2012

Revenue

$

2,912,261


$

433,994


$

415,703


$

340,042


$

-


$

4,102,000


Gross margin

$

1,263,710


$

129,614


$

178,465


$

166,819


$

-


$

1,738,608


Selling and admin. expenses

834,210


80,577


143,338


140,856


-


1,198,981


Interest income

-


-


-


-


(1,942

)

(1,942

)

Interest expense

-


-


-


-


70,625


70,625


Income before income taxes

$

429,500


$

49,037


$

35,127


$

25,963


$

(68,683

)

$

470,944


Depreciation and amortization

$

121,842


$

7,087


$

19,641


$

45,595


$

-


$

194,165


Capital expenditures

$

107,152


$

5,161


$

15,264


$

33,225


$

-


$

160,802


Total assets

$

2,770,491


$

136,478


$

362,128


$

556,784


$

339,825


$

4,165,706


May 31, 2011

Revenue

$

2,692,248


$

419,222


$

377,663


$

321,251


$

-


$

3,810,384


Gross margin

$

1,161,792


$

126,475


$

156,060


$

164,960


$

-


$

1,609,287


Selling and admin. expenses

822,230


78,220


134,604


133,890


-


1,168,944


Interest income

-


-


-


-


(2,030

)

(2,030

)

Interest expense

-


-


-


-


49,704


49,704


Income before income taxes

$

339,562


$

48,255


$

21,456


$

31,070


$

(47,674

)

$

392,669


Depreciation and amortization

$

122,767


$

6,720


$

18,599


$

45,381


$

-


$

193,467


Capital expenditures

$

108,557


$

5,223


$

23,215


$

45,597


$

-


$

182,592


Total assets

$

2,721,261


$

154,109


$

355,332


$

595,912


$

525,326


$

4,351,940





53



14.  Quarterly Financial Data (Unaudited)

The following is a summary of the results of operation for each of the quarters within the fiscal years ended May 31, 2013 and 2012 :

May 31, 2013  (in thousands)

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Revenue

$

1,051,325


$

1,060,386


$

1,075,674


$

1,129,086


Gross margin

$

445,875


$

432,036


$

441,941


$

467,215


Net income

$

76,733


$

78,027


$

74,705


$

85,977


Basic earnings per share

$

0.61


$

0.63


$

0.60


$

0.69


Diluted earnings per share

$

0.60


$

0.63


$

0.60


$

0.69


Weighted average number of shares outstanding

126,110


124,185


123,120


122,392



May 31, 2012  (in thousands)

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Revenue

$

1,017,180


$

1,019,126


$

1,012,112


$

1,053,582


Gross margin

$

439,040


$

429,797


$

425,903


$

443,868


Net income

$

68,638


$

74,350


$

76,035


$

78,614


Basic earnings per share

$

0.52


$

0.57


$

0.58


$

0.60


Diluted earnings per share

$

0.52


$

0.57


$

0.58


$

0.60


Weighted average number of shares outstanding

131,309


129,727


129,735


128,788




54



15.  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 $ 1,300.0 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


Year Ended May 31, 2013 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Revenue:

Rental uniforms and

ancillary products

$

-


$

2,314,386


$

616,726


$

220,946


$

(107,471

)

$

3,044,587


Other services

-


1,587,000


31,210


124,234


(470,560

)

1,271,884


Equity in net income of

affiliates

315,442


-


-


-


(315,442

)

-


315,442


3,901,386


647,936


345,180


(893,473

)

4,316,471


Costs and expenses (income):

Cost of rental uniforms and ancillary products

-


1,454,791


392,134


155,490


(246,118

)

1,756,297


Cost of other services

-


1,016,074


(12,694

)

77,103


(307,376

)

773,107


Selling and administrative expenses

-


1,210,755


(66,640

)

97,646


(19,905

)

1,221,856


Operating income

315,442


219,766


335,136


14,941


(320,074

)

565,211


Interest income

-


(40

)

(272

)

(28,334

)

28,237


(409

)

Interest expense (income)

-


66,584


(875

)

3


-


65,712


Income before income taxes

315,442


153,222


336,283


43,272


(348,311

)

499,908


Income taxes

-


54,474


119,556


10,479


(43

)

184,466


Net income

$

315,442


$

98,748


$

216,727


$

32,793


$

(348,268

)

$

315,442




55



Condensed Consolidating Income Statement


Year Ended May 31, 2012 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Revenue:

Rental uniforms and

ancillary products

$

-


$

2,233,085


$

574,950


$

210,683


$

(106,457

)

$

2,912,261


Other services

-


1,488,163


28,660


117,791


(444,875

)

1,189,739


Equity in net income of

affiliates

297,637


-


-


-


(297,637

)

-


297,637


3,721,248


603,610


328,474


(848,969

)

4,102,000


Costs and expenses (income):

Cost of rental uniforms and ancillary products

-


1,386,320


362,803


145,293


(245,865

)

1,648,551


Cost of other services

-


955,148


(13,649

)

73,130


(299,788

)

714,841


Selling and administrative expenses

-


1,184,888


(69,882

)

(145,953

)

229,928


1,198,981


Operating income

297,637


194,892


324,338


256,004


(533,244

)

539,627


Interest income

-


(111,631

)

(589

)

(190,345

)

300,623


(1,942

)

Interest expense (income)

-


72,212


(1,543

)

(44

)

-


70,625


Income before income taxes

297,637


234,311


326,470


446,393


(833,867

)

470,944


Income taxes

-


68,752


95,793


8,814


(52

)

173,307


Net income

$

297,637


$

165,559


$

230,677


$

437,579


$

(833,815

)

$

297,637



56



Condensed Consolidating Income Statement


Year Ended May 31, 2011 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Revenue:

Rental uniforms and

ancillary products

$

-


$

2,069,895


$

531,525


$

196,380


$

(105,552

)

$

2,692,248


Other services

-


1,395,119


340,063


109,634


(726,680

)

1,118,136


Equity in net income of

    affiliates

246,989


-


-


-


(246,989

)

-


246,989


3,465,014


871,588


306,014


(1,079,221

)

3,810,384


Costs and expenses:

Cost of rental uniforms and ancillary products

-


1,305,908


330,442


132,463


(238,357

)

1,530,456


Cost of other services

-


876,359


316,650


67,997


(590,365

)

670,641


Selling and administrative expenses

-


1,065,037


17,270


92,839


(6,202

)

1,168,944


Operating income

246,989


217,710


207,226


12,715


(244,297

)

440,343


Interest income

-


(589

)

(697

)

(100,777

)

100,033


(2,030

)

Interest expense (income)

-


52,357


(2,687

)

34


-


49,704


Income before income taxes

246,989


165,942


210,610


113,458


(344,330

)

392,669


Income taxes

-


60,028


76,186


9,494


(28

)

145,680


Net income

$

246,989


$

105,914


$

134,424


$

103,964


$

(344,302

)

$

246,989



57



Condensed Consolidating Statement of Comprehensive Income


Year Ended May 31, 2013 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Net income

$

315,442


$

98,748


$

216,727


$

32,793


$

(348,268

)

$

315,442


Other comprehensive (loss) income, net of tax:


       Foreign currency translation

           adjustments

-


(12

)

-


(1,075

)

-


(1,087

)

      Change in fair value of

           derivatives

-


(187

)

-


-


-


(187

)

      Amortization of interest rate lock

          agreements

-


1,952


-


-


-


1,952


      Change in fair value of

          available-for-sale securities

-


-


14


-


-


14


 Other

-


-


768


-


-


768


Other comprehensive income (loss)

-


1,753


782


(1,075

)

-


1,460


Comprehensive income

$

315,442


$

100,501


$

217,509


$

31,718


$

(348,268

)

$

316,902



58



Condensed Consolidating Statement of Comprehensive Income


Year Ended May 31, 2012 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Net income

$

297,637


$

165,559


$

230,677


$

437,579


$

(833,815

)

$

297,637


Other comprehensive (loss) income, net of tax:

       Foreign currency translation

           adjustments

-


(18

)

-


(17,797

)

-


(17,815

)

      Change in fair value of

           derivatives

-


(5,604

)

-


318


-


(5,286

)

      Amortization of interest rate lock

          agreements

-


1,508


-


-


-


1,508


      Change in fair value of

          available-for-sale securities

-


-


-


24


-


24


 Other

-


-


(575

)

-


-


(575

)

Other comprehensive loss

-


(4,114

)

(575

)

(17,455

)

-


(22,144

)

Comprehensive income

$

297,637


$

161,445


$

230,102


$

420,124


$

(833,815

)

$

275,493



59



Condensed Consolidating Statement of Comprehensive Income


Year Ended May 31, 2011 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Net income

$

246,989


$

105,914


$

134,424


$

103,964


$

(344,302

)

$

246,989


Other comprehensive income (loss), net of tax:

       Foreign currency translation

           adjustments

-


110


-


27,234


-


27,344


      Change in fair value of

           derivatives

-


(5,814

)

-


(282

)

-


(6,096

)

      Amortization of interest rate lock

          agreements

-


767


-


-


-


767


      Change in fair value of

          available-for-sale securities

-


(22

)

-


25


-


3


 Other

-


-


656


-


-


656


Other comprehensive (loss) income

-


(4,959

)

656


26,977


-


22,674


Comprehensive income

$

246,989


$

100,955


$

135,080


$

130,941


$

(344,302

)

$

269,663




60



Condensed Consolidating Balance Sheet


As of May 31, 2013 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Assets

Current assets:

Cash and cash equivalents

$

-


$

54,511


$

247,070


$

50,692


$

-


$

352,273


Marketable securities

-


-


5,680


-


-


5,680


Accounts receivable, net

-


355,429


96,569


44,051


-


496,049


Inventories, net

-


201,260


25,584


10,342


3,254


240,440


Uniforms and other rental items in service

-


363,662


113,024


38,917


(18,851

)

496,752


Income taxes, current

-


4,172


3,437


1,493


-


9,102


Deferred tax asset (liability)

-


534


(534

)

-


-


-


Prepaid expenses

-


7,450


12,909


4,171


-


24,530


Total current assets

-


987,018


503,739


149,666


(15,597

)

1,624,826


Property and equipment, at cost, net

-


631,480


259,586


95,637


-


986,703


Goodwill

-


-


1,449,445


68,115


-


1,517,560


Service contracts, net

-


88,157


166


3,830


-


92,153


Other assets, net

1,698,122


1,627,505


2,698,197


768,903


(6,668,337

)

124,390


$

1,698,122


$

3,334,160


$

4,911,133


$

1,086,151


$

(6,683,934

)

$

4,345,632


Liabilities and

Shareholders' Equity

Current liabilities:

Accounts payable

$

(465,247

)

$

(561,454

)

$

1,084,986


$

24,728


$

38,016


$

121,029


Accrued compensation and related liabilities

-


54,591


17,642


5,817


-


78,050


Accrued liabilities

-


67,490


193,261


11,837


(767

)

271,821


Deferred tax liability

-


-


68,231


8,938


-


77,169


Long-term debt due within one year

-


8,436


(249

)

-


-


8,187


Total current liabilities

(465,247

)

(430,937

)

1,363,871


51,320


37,249


556,256


Long-term liabilities:







Long-term debt due after one year

-


1,310,384


(11,020

)

848


767


1,300,979


Deferred income taxes

-


(6

)

216,368


(5,879

)

-


210,483


Accrued liabilities

-


-


75,571


851


-


76,422


Total long-term liabilities

-


1,310,378


280,919


(4,180

)

767


1,587,884


Total shareholders' equity

2,163,369


2,454,719


3,266,343


1,039,011


(6,721,950

)

2,201,492


$

1,698,122


$

3,334,160


$

4,911,133


$

1,086,151


$

(6,683,934

)

$

4,345,632




61



Condensed Consolidating Balance Sheet


As of May 31, 2012 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Assets

Current assets:

Cash and cash equivalents

$

-


$

58,737


$

229,287


$

51,801


$

-


$

339,825


Accounts receivable, net

-


327,442


81,243


42,176


-


450,861


Inventories, net

-


210,283


20,258


10,781


9,883


251,205


Uniforms and other rental items in service

-


337,298


101,435


35,051


(20,999

)

452,785


Income taxes, current

-


5,296


3,642


13,250


-


22,188


Prepaid expenses

-


7,905


9,288


4,029


-


21,222


Total current assets

-


946,961


445,153


157,088


(11,116

)

1,538,086


Property and equipment, at cost, net

-


605,015


263,576


83,996


-


952,587


Goodwill

-


-


1,419,535


65,840


-


1,485,375


Service contracts, net

-


71,337


326


5,159


-


76,822


Other assets, net

1,637,225


1,628,516


2,467,198


759,439


(6,379,542

)

112,836


$

1,637,225


$

3,251,829


$

4,595,788


$

1,071,522


$

(6,390,658

)

$

4,165,706


Liabilities and

Shareholders' Equity

Current liabilities:

Accounts payable

$

(465,247

)

$

(475,624

)

$

978,932


$

18,760


$

38,019


$

94,840


Accrued compensation and  related liabilities

-


63,797


21,619


5,798


-


91,214


Accrued liabilities

-


72,101


176,570


13,557


(786

)

261,442


Deferred tax (asset) liability

-


(538

)

(87

)

3,184


-


2,559


Long-term debt due within one year

-


225,866


(230

)

-


-


225,636


Total current liabilities

(465,247

)

(114,398

)

1,176,804


41,299


37,233


675,691


Long-term liabilities:







Long-term debt due after one year

-


1,068,820


(11,288

)

848


786


1,059,166


Deferred income taxes

-


(6

)

199,404


5,183


-


204,581


Accrued liabilities

-


-


86,406


727


-


87,133


Total long-term liabilities

-


1,068,814


274,522


6,758


786


1,350,880


Total shareholders' equity

2,102,472


2,297,413


3,144,462


1,023,465


(6,428,677

)

2,139,135


$

1,637,225


$

3,251,829


$

4,595,788


$

1,071,522


$

(6,390,658

)

$

4,165,706







62



Condensed Consolidating Statement of Cash Flows

Year Ended May 31, 2013 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Cash flows from operating activities:

Net income

$

315,442


$

98,748


$

216,727


$

32,793


$

(348,268

)

$

315,442


Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

-


16,647


135,345


13,672


-


165,664


Amortization of intangible assets

-


21,077


200


2,436


-


23,713


Stock-based compensation

23,310


-


-


-


-


23,310


Deferred income taxes

-


-


53,916


(5,893

)

-


48,023


Changes in current assets and liabilities, net of acquisitions of businesses:

Accounts receivable, net

-


(25,206

)

(15,326

)

(2,172

)

-


(42,704

)

Inventories, net

-


9,034


(5,292

)

626


6,629


10,997


Uniforms and other rental items in service

-


(26,364

)

(11,590

)

(4,077

)

(2,148

)

(44,179

)

Prepaid expenses

-


507


(3,620

)

(168

)

-


(3,281

)

Accounts payable

-


(55,802

)

75,034


5,794


(3

)

25,023


Accrued compensation and related liabilities

-


(9,206

)

(3,977

)

22


-


(13,161

)

Accrued liabilities

-


(5,416

)

38,099


(829

)

19


31,873


Income taxes, current

-


1,110


206


10,712


-


12,028


Net cash provided by operating activities

338,752


25,129


479,722


52,916


(343,771

)

552,748


Cash flows from investing activities:

Capital expenditures

-


(39,975

)

(131,208

)

(25,303

)

-


(196,486

)

Proceeds from redemption of marketable securities

-


-


13,899


147,579


-


161,478


Purchase of marketable securities and investments

-


(683

)

(31,075

)

(158,378

)

11,672


(178,464

)

Acquisitions of businesses, net of cash acquired

-


(67,431

)

112


(2,051

)

-


(69,370

)

Other

(60,918

)

58,589


(315,519

)

(15,609

)

332,118


(1,339

)

Net cash used in investing activities

(60,918

)

(49,500

)

(463,791

)

(53,762

)

343,790


(284,181

)

Cash flows from financing activities:

Proceeds from the issuances of debt

-


250,000


638


(638

)

-


250,000


Repayment of debt

-


(225,866

)

445


(196

)

(19

)

(225,636

)

Proceeds from exercise of stock-based compensation awards

14,807


-


-


-


-


14,807


Dividends paid

(79,723

)

-


-


(21

)

-


(79,744

)

Repurchase of common stock

(215,681

)

-


-


-


-


(215,681

)

Other

2,763


(3,989

)

769


653


-


196


Net cash (used in) provided by financing activities

(277,834

)

20,145


1,852


(202

)

(19

)

(256,058

)

Effect of exchange rate changes on cash and cash equivalents

-


-


-


(61

)

-


(61

)

Net (decrease) increase in cash and cash equivalents

-


(4,226

)

17,783


(1,109

)

-


12,448


Cash and cash equivalents at beginning of period

-


58,737


229,287


51,801


-


339,825


Cash and cash equivalents at end of period

$

-


$

54,511


$

247,070


$

50,692


$

-


$

352,273



63



Condensed Consolidating Statement of Cash Flows

Year Ended May 31, 2012 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Cash flows from operating activities:

Net income

$

297,637


$

165,559


$

230,677


$

437,579


$

(833,815

)

$

297,637


Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation

-


102,613


40,613


12,605


-


155,831


Amortization of intangible assets

-


33,114


393


4,827


-


38,334


Stock-based compensation

20,312


-


-


-


-


20,312


Deferred income taxes

-


-


56,411


316


-


56,727


Changes in current assets and liabilities, net of acquisitions of businesses:

Accounts receivable, net

-


(15,280

)

(4,985

)

(3,996

)

-


(24,261

)

Inventories, net

-


(5,635

)

4,685


1,590


(2,970

)

(2,330

)

Uniforms and other rental items in service

-


(34,401

)

(19,286

)

(1,477

)

(5,115

)

(60,279

)

Prepaid expenses

-


(2,154

)

950


(292

)

-


(1,496

)

Accounts payable

-


(143,189

)

661,243


(530,611

)

-


(12,557

)

Accrued compensation and related liabilities

-


8,659


1,466


1,500


-


11,625


Accrued liabilities

-


16,929


(30,586

)

(6,732

)

18


(20,371

)

Income taxes, current

-


(4,357

)

4,712


10,335


-


10,690


Net cash provided by (used in) operating activities

317,949


121,858


946,293


(74,356

)

(841,882

)

469,862


Cash flows from investing activities:

Capital expenditures

-


(116,954

)

(26,270

)

(17,578

)

-


(160,802

)

Proceeds from redemption of marketable securities

-


-


-


665,016


-


665,016


Purchase of marketable securities and investments

-


(2,740

)

(416,100

)

(579,654

)

412,839


(585,655

)

Acquisitions of businesses, net of cash acquired

-


(19,323

)

(65

)

(5,476

)

-


(24,864

)

Other

141,350


20,090


(588,518

)

28


429,061


2,011


Net cash provided by (used in) investing activities

141,350


(118,927

)

(1,030,953

)

62,336


841,900


(104,294

)

Cash flows from financing activities:

Proceeds from the issuance of debt

-


-


(786

)

-


786


-


Repayment of debt

-


(843

)

324


-


(804

)

(1,323

)

Proceeds from exercise of stock-based compensation awards

3,341


-


-


-


-


3,341


Dividends paid

(70,800

)

-


-


(20

)

-


(70,820

)

Repurchase of common stock

(392,328

)

-


-


-


-


(392,328

)

Other

488


1,508


(574

)

(867

)

-


555


Net cash (used in) provided by financing activities

(459,299

)

665


(1,036

)

(887

)

(18

)

(460,575

)

Effect of exchange rate changes on cash and cash equivalents

-


184


1,700


(5,158

)

-


(3,274

)

Net increase (decrease) in cash and cash equivalents

-


3,780


(83,996

)

(18,065

)

-


(98,281

)

Cash and cash equivalents at beginning of period

-


54,957


313,283


69,866


-


438,106


Cash and cash equivalents at end of period

$

-


$

58,737


$

229,287


$

51,801


$

-


$

339,825



64



Condensed Consolidating Statement of Cash Flows


Year Ended May 31, 2011 (in thousands)

Cintas

Corporation

Corp. 2

Subsidiary

Guarantors

Non-

Guarantors

Eliminations

Cintas

Corporation

Consolidated

Cash flows from operating activities:

Net income

$

246,989


$

105,914


$

134,424


$

103,964


$

(344,302

)

$

246,989


Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation

-


103,039


36,032


11,815


-


150,886


Amortization of intangible assets

-


37,615


543


4,423


-


42,581


Stock-based compensation

15,203


-


-


-


-


15,203


Deferred income taxes

-


(4,886

)

51,996


798


-


47,908


Changes in current assets and liabilities, net of acquisitions of businesses:

Accounts receivable, net

-


(39,060

)

(2,079

)

(7,847

)

-


(48,986

)

Inventories, net

-


(59,223

)

(8,112

)

(2,957

)

(8,532

)

(78,824

)

Uniforms and other rental items in service

-


(45,149

)

(11,671

)

(7,179

)

5,819


(58,180

)

Prepaid expenses

-


223


2,085


(1,948

)

-


360


Accounts payable

-


(392,210

)

393,185


28,244


(4

)

29,215


Accrued compensation and related liabilities

-


12,957


(1,577

)

1,113


-


12,493


Accrued liabilities

-


(2,740

)

(6,318

)

6,875


16


(2,167

)

Income taxes, current

-


4,265


(8,858

)

(11,999

)

-


(16,592

)

Net cash provided by (used in) operating activities

262,192


(279,255

)

579,650


125,302


(347,003

)

340,886


Cash flows from investing activities:

Capital expenditures

-


(99,739

)

(68,274

)

(14,579

)

-


(182,592

)

Proceeds from redemption of marketable securities

-


-


23,206


115,850


-


139,056


Purchase of marketable securities and investments

-


(16,897

)

(55,438

)

(61,438

)

55,466


(78,307

)

Acquisitions of businesses, net of cash acquired

-


(133,378

)

(1,831

)

(36,343

)

-


(171,552

)

Other

253,387


54,296


(504,637

)

(99,797

)

291,553


(5,198

)

Net cash provided by (used in) investing activities

253,387


(195,718

)

(606,974

)

(96,307

)

347,019


(298,593

)

Cash flows from financing activities:

Proceeds from the issuance of debt

-


1,000,500


1,781


-


-


1,002,281


Repayment of debt

-


(501,316

)

(876

)

-


(16

)

(502,208

)

Dividends paid

(71,801

)

-


-


(11

)

-


(71,812

)

Repurchase of common stock

(443,690

)

-


-


-


-


(443,690

)

Other

(88

)

(4,576

)

-


55


-


(4,609

)

Net cash (used in) provided by financing activities

(515,579

)

494,608


905


44


(16

)

(20,038

)

Effect of exchange rate changes on cash and cash equivalents

-


417


-


4,153


-


4,570


Net increase (decrease) in cash and cash equivalents

-


20,052


(26,419

)

33,192


-


26,825


Cash and cash equivalents at beginning of period

-


34,905


339,702


36,674


-


411,281


Cash and cash equivalents at end of period

$

-


$

54,957


$

313,283


$

69,866


$

-


$

438,106



65



Item 9.  Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure

None.


Item 9A.  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 Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of May 31, 2013 . Based on such evaluation, Cintas' management, including Cintas' Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas' disclosure controls and procedures were effective as of May 31, 2013 , 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

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

There were no changes in Cintas' internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, 2013 , that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.


Item 9B.  Other Information

None.



66



Part III



Item 10.  Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the 2013 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the "Proxy Statement").


Item 11.  Executive Compensation

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.


Item 12.  Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement, except that the information required by Item 201(d) of Regulation S-K can be found below.

The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, 2013 .

Equity Compensation Plan Information

Plan category

Number of shares

to be issued

upon exercise of

outstanding options  (1)

Weighted average

exercise price of

outstanding options  (1)

Number of shares

remaining available

for future issuance

under equity

compensation plans

Equity compensation plans approved by shareholders

7,885,638


$

37.60


6,148,994


Equity compensation plans not approved by shareholders

-


-


-


Total

7,885,638


$

37.60


6,148,994



(1)  Excludes 2,015,023 unvested restricted stock units.


Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.


Item 14.  Principal Accounting Fees and Services

The information required under this item is incorporated herein by reference to the material contained in the Proxy Statement.



67



Part IV



Item 15.  Exhibits, Financial Statement Schedules


(a) (1)

Financial Statements. All financial statements required to be filed by Item 8 of Form 10-K and included in this Annual Report are listed in Item 8. No additional financial statements are filed because the requirements for paragraph (d) under Item 14 are not applicable to Cintas.

(a) (2)

Financial Statement Schedule:

For each of the three years in the period ended May 31, 2013.

Schedule II: Valuation and Qualifying Accounts and Reserves.

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or Notes thereto.

(a) (3)

Exhibits.


All documents referenced below were filed pursuant to the Exchange Act by Cintas Corporation, file number 000-11399, unless otherwise noted.

Exhibit

Number

Description of Exhibit

3.1


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

3.2


Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' Form 8-K dated October 14, 2008.)

4.1


Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)

4.2


Form of 6% Senior Note due 2012 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)

4.3


Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' Form 8-K dated August 17, 2006.)

4.4


Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' Form 8-K dated December 6, 2007.)

4.5


Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.)

4.6


Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.)

4.7


Form of 3.25% Senior Note due 2022 (Incorporated by reference to Cintas' Form 8-K dated June 8, 2012.)

10.1


Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.)

10.2


First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.3


Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.4


Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.5


Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.)

10.6


Fifth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of October 7, 2011 (Incorporated by reference to Cintas' Form 8-K dated October 7, 2011.)

10.7


*

Incentive Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 33-23228 on Form S-8 filed under the Securities Act of 1933.)

10.8


*

Partners' Plan, as Amended (Incorporated by reference to Cintas' Registration Statement No. 33-56623 on Form S-8 filed under the Securities Act of 1933.)

10.9


*

1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.)

10.10


*

Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.)

10.11


*

Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2004.)

10.12


*

Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)

10.13


*

President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.)

10.14


*

2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.)

10.15


*

2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.)

10.16


*

Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.)

10.17


*

2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.)

10.18


*

Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.)

10.19


*

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

10.20


*

Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.)

10.21


*

Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.)

14


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

21


**

Subsidiaries of the Registrant

23


**

Consent of Independent Registered Public Accounting Firm

31.1


**

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

31.2


**

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

32.1


**

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

32.2


**

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

101.INS


**

XBRL Instance Document

101.SCH


**

XBRL Taxonomy Extension Schema Document

101.CAL


**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF


**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB


**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE


**

XBRL Taxonomy Extension Presentation Linkbase Document


*

Management compensatory contracts


**

Filed herewith


68



Signatures

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


CINTAS CORPORATION

By:

/s/

Scott D. Farmer

Scott D. Farmer

Chief Executive Officer


DATE SIGNED: July 30, 2013

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


Signature

Capacity

Date

/s/

Robert J. Kohlhepp

Robert J. Kohlhepp

Chairman of the Board of Directors

July 30, 2013

/s/

Scott D. Farmer

Scott D. Farmer

Chief Executive Officer and Director (Principal Executive Officer)

July 30, 2013

/s/

Ronald W. Tysoe

Ronald W. Tysoe

Director

July 30, 2013

/s/

John F. Barrett

John F. Barrett

Director

July 30, 2013

/s/

James J. Johnson

James J. Johnson

Director

July 30, 2013

/s/

William C. Gale

William C. Gale

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

July 30, 2013


69



Cintas Corporation

Schedule II - Valuation and Qualifying Accounts and Reserves


Additions


(In thousands)

Balance at

Beginning

of Year

(1)

Charged to

Costs and

Expenses

(2)

Charged to

Other

Accounts

(3)

Deductions

Balance at

End

of Year

Allowance for Doubtful Accounts

May 31, 2011

$

14,297


$

7,835


$

43


$

5,118


$

17,057


May 31, 2012

$

17,057


$

5,165


$

194


$

5,399


$

17,017


May 31, 2013

$

17,017


$

2,804


$

202


$

4,168


$

15,855


Reserve for Obsolete Inventory

May 31, 2011

$

32,466


$

1,626


$

(8

)

$

3,367


$

30,717


May 31, 2012

$

30,717


$

4,247


$

(1,505

)

$

4,083


$

29,376


May 31, 2013

$

29,376


$

4,041


$

(2,223

)

$

1,707


$

29,487



(1)

Represents amounts charged to expense to increase reserve for estimated future bad debts or to increase reserve for obsolete inventory. Amounts related to inventory are computed by performing a thorough analysis of future marketability by specific inventory item.

(2)

Represents a change in the appropriate balance sheet reserve due to acquisitions during the respective period.

(3)

Represents reductions in the balance sheet reserve due to the actual write-off of non-collectible accounts receivable or the physical disposal of obsolete inventory items. These amounts do not impact Cintas' consolidated income statement.


70



Exhibit Index


3.1


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

3.2


Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas' Form 8-K dated October 14, 2008.)

4.1


Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National Association, as trustee (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)

4.2


Form of 6% Senior Note due 2012 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)

4.3


Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' Form 8-K dated August 17, 2006.)

4.4


Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas' Form 8-K dated December 6, 2007.)

4.5


Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.)

4.6


Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas' Form 8-K dated May 23, 2011.)

4.7


Form of 3.25% Senior Note due 2022 (Incorporated by reference to Cintas' Form 8-K dated June 8, 2012.)

10.1


Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower, the lenders named in such Credit Agreement and KeyBank National Association, as agent for the lenders (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.)

10.2


First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of February 24, 2006 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.3


Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of March 16, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.4


Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of May 31, 2007 (Incorporated by reference to Cintas' Form 8-K dated October 1, 2010.)

10.5


Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of September 27, 2010 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2011.)

10.6


Fifth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of October 7, 2011 (Incorporated by reference to Cintas' Form 8-K dated October 7, 2011.)

10.7


*

Incentive Stock Option Plan (Incorporated by reference to Cintas' Registration Statement No. 33-23228 on Form S-8 filed under the Securities Act of 1933.)

10.8


*

Partners' Plan, as Amended (Incorporated by reference to Cintas' Registration Statement No. 33-56623 on Form S-8 filed under the Securities Act of 1933.)

10.9


*

1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.)

10.10


*

Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.)

10.11


*

Amended and Restated 2003 Directors' Stock Option Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2004.)

10.12


*

Form of agreement signed by Officers, General/Branch Managers, Professionals and Key Managers, including Executive Officers (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)


71



10.13


*

President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.)

10.14


*

2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2005.)

10.15


*

2005 Equity Compensation Plan (Incorporated by reference to Cintas' Definitive Proxy Statement on Schedule 14A filed on September 1, 2005.)

10.16


*

Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2006.)

10.17


*

2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.)

10.18


*

Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 10-K for the year ended May 31, 2011.)

10.19


*

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

10.20


*

Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.)

10.21


*

Form of Restricted Stock Agreement (Incorporated by reference to Cintas' Form 8-K dated July 27, 2012.)

14


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

21


**

Subsidiaries of the Registrant

23


**

Consent of Independent Registered Public Accounting Firm

31.1


**

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

31.2


**

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

32.1


**

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

32.2


**

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

101.INS


**

XBRL Instance Document

101.SCH


**

XBRL Taxonomy Extension Schema Document

101.CAL


**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF


**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB


**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE


**

XBRL Taxonomy Extension Presentation Linkbase Document


*

Management compensatory contracts

**

Filed herewith


72