Table of Contents

SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2009
|                            |  |                                                                                                                            
|                            |  | 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)

Incorporated under
the Laws of Washington



IRS Employer ID
No. 31-1188630(State or other jurisdiction
of incorporation or organization)

6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
(Address of principal executive offices)
Phone: (513) 459-1200
(Telephone number of principal executive offices)


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

Title of each class

Name of each exchange on which registeredCommon 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 checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES

ü

NO


Indicate by checkmark 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 checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES

ü

NO


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

YES



NO


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

Large
Accelerated Filer ü       Accelerated
Filer        Smaller Reporting
Company        Non-Accelerated
Filer        (Do not check if a smaller reporting company)

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

YES



NO

ü


The aggregate market value of the Common Stock held by non-affiliates as of November 30, 2008, was $3,669,978,425 based on a closing sale
price of $24.02 per share. As of June 30, 2009, 173,085,926 shares of Common Stock were issued and 152,790,170 shares were outstanding.

Documents
Incorporated by Reference

Portions
of the Registrant's Proxy Statement to be filed with the Commission for its 2009 Annual Meeting of Shareholders are incorporated by reference in Part III as specified.

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Cintas Corporation  Index to Annual Report on Form 10-K



PagePart IItem 1.

Business

3Item 1A.

Risk Factors

4Item 1B.

Unresolved Staff Comments

9Item 2.

Properties

9Item 3.

Legal Proceedings

10Item 4.

Submission of Matters to a Vote of Security Holders

10Part IIItem 5.

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

11Item 6.

Selected Financial Data

13Item 7.

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

14Item 7A.

Quantitative and Qualitative Disclosure About Market Risk

29Item 8.

Financial Statements and Supplementary Data

30Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

66Item 9A.

Controls and Procedures

66Item 9B.

Other Information

66Part IIIItem 10.

Directors and Executive Officers of the Registrant

67Item 11.

Executive Compensation

67Item 12.

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

67Item 13.

Certain Relationships and Related Transactions, and Director Independence

67Item 14.

Principal Accountant Fees and Services

67Part IVItem 15.

Exhibits and Financial Statement Schedules

68


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Table of Contents

Part I

Item 1.  Business

Cintas Corporation (Cintas), a Washington corporation, provides highly specialized products and services to businesses of all types
primarily throughout the United States and Canada. Cintas' products and services are designed to enhance its customers' images and brand identification as well as provide a safe and efficient work
place. Cintas was founded in 1968 by Richard T. Farmer, Chairman of the Board, 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. The Rental Uniforms and Ancillary Products operating segment reflects 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 and hygiene products and services are also provided within this operating
segment. The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products. The First Aid, Safety and Fire Protection Services
operating segment consists of first aid, safety and fire protection products and services. The Document Management Services operating segment consists of document destruction, document imaging and
document retention services.

We
provide our products and services to approximately 800,000 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 the revenue derived from each operating segment provided by Cintas.

Fiscal Year Ended May 31, (in thousands)


2009


2008


2007Rental Uniforms and Ancillary Products

$
2,755,015

$
2,834,568

$
2,734,629Uniform Direct Sales


428,369


517,490


501,443First Aid, Safety and Fire Protection Services


378,097


403,552


362,417Document Management Services


213,204


182,290


108,411$
3,774,685

$
3,937,900

$
3,706,900


Additional information is also included in Note 15 entitled Operating Segment Information in "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.

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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 7,900 local delivery routes, 411 operations and 8 distribution centers. At May 31, 2009, Cintas employed approximately
31,000 employees of which approximately 300 were represented by labor unions.

Cintas
sources finished products from many outside suppliers. In addition, Cintas operates 6 manufacturing facilities which 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.

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 our 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 2009 and approximately $17 million in fiscal 2008. Capital expenditures to limit or monitor hazardous substances were approximately
$2 million in fiscal 2009 and approximately $4 million in fiscal 2008. Cintas does not expect a material change in the cost of environmental compliance on a percent to revenue basis and
is not aware of any material non-compliance with environmental laws.

Cintas
files annual and quarterly reports and proxy materials with the Securities and Exchange Commission (SEC). The public may copy these materials at the SEC's Public Reference Room at 100 F
Street, N.E., Room 1580 Washington, D.C. 20549 and may obtain further information concerning the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC maintains an Internet site that contains the same information regarding Cintas that is filed electronically with the SEC. The address of that site is: http://www.sec.gov. Cintas' Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K and amendments to those reports are available free of charge as
posted on its website, www.cintas.com, as soon as reasonably practicable after electronically filing with the SEC. The information on Cintas' website is not part of this Annual Report on
Form 10-K.

Item 1A.  Risk Factors

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

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 that are subject to numerous assumptions, risks or uncertainties. 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. We cannot guarantee that any forward-looking statement will be
realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in or

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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 costs, lower
sales volumes, loss of customers due to outsourcing trends, the effects of credit market volatility and changes in our credit ratings, fluctuations in foreign currency exchange, 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, asset impairment charges, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act
of 2002, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic events, changes in federal and state tax and
labor laws, the reactions of competitors in terms of price and service and other factors set forth in this Item 1A. "Risk Factors" section. Cintas undertakes no obligation to update any
forward-looking statements whether as a result of new information or to reflect events or circumstances arising after the date on which they are made.

Negative global economic factors may adversely affect our financial performance.Negative economic conditions, in North America and globally, 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 healthcare and insurance costs, labor shortages or shortages of skilled labor,
higher material costs for items such as fabrics and textiles, lower recycled paper prices, 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 results
of operation.

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

Fluctuations in foreign currency exchange could adversely affect our financial condition and results of operation.We earn revenue, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including the Canadian dollar and the euro. In fiscal 2009, fiscal 2008 and
fiscal 2007, 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 financial condition and results of operation.

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

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existing
or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to lower prices, which would hurt our results of operation. 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 Cintas. These competitive pressures could adversely affect our sales and results of operation.

Risks associated with the suppliers from whom our products are sourced could adversely affect our results of operation.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, United States 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 results of operation.

Increases in fuel and energy costs could adversely affect our results of operation and financial condition.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. The increases in oil prices during 2008, which moderated in late 2008 and 2009, resulted in significantly higher fuel costs to Cintas. Similar increases in the future in fuel
and energy costs could adversely affect our results of operation and financial condition.

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 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.

Unionization campaigns could adversely affect our results of operation.Cintas continues to be the target of a corporate unionization campaign by several unions. These unions are attempting to pressure Cintas into surrendering our employees' rights to a
government-supervised election by unilaterally accepting union representation. We continue to vigorously oppose this campaign and defend our employees' rights to a government-supervised election. This
campaign could be materially disruptive to our business and could materially adversely affect our results of operation.

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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 operation.Our Document Management Services business includes both document destruction and document retention services. These services involve the handling of our customers' confidential information 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 results of operation.

Compliance with environmental laws and regulations could result in significant costs that adversely affect our results of operation.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
operation. 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
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 Cintas regularly engages 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 are subject to legal proceedings that may adversely affect our financial condition and results of operation.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 14 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 financial condition and results of operation.

Failure to comply with the regulations of the U.S. Occupational Safety and Health Administration and other state and local agencies that oversee safety compliance could
adversely affect our results of operation.The Occupational Safety and Health Act of 1970, as amended, or "OSHA", establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause
death or serious injury, compliance with standards promulgated by OSHA and various record keeping, disclosure and procedural requirements. Various OSHA standards may apply to our operations. We have
incurred, and will continue to incur, capital and operating expenditures and other costs in the ordinary course of our business in complying with OSHA and other state and local laws and regulations.
Any failure to comply with these regulations could result in fines by government authorities, payment of damages to private litigants and affect our ability to service our customers and adversely
affect our results of operation.

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

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 operation.Unexpected events, including fires or explosions at facilities, natural disasters such as hurricanes and tornados, 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 operation. 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.

Deterioration in general economic conditions, primarily in North America, may result in the recognition of impairment charges which could adversely affect our results of
operation and financial condition.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 fair values. The 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 results of operation and financial condition.

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

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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.

Item 1B.  Unresolved Staff Comments

Not applicable.

Item 2.  Properties

Cintas occupies 419 facilities located in 279 cities. Cintas leases 216 of these facilities for various terms ranging from monthly to
the year 2019. Cintas expects that it will be able to renew its leases on satisfactory terms. Of the 6 manufacturing facilities listed below, Cintas controls the operations of 2 of these manufacturing
facilities, but does not own or lease the real estate related to these operations. 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 8 distribution centers and 6 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 14,400 vehicles which are used for the route-based deliveries and by the sales, service
and management employee-partners.

The
following chart provides additional information concerning Cintas' facilities:

Type of Facility


# of FacilitiesRental Processing Plants


175Rental Branches


101First Aid, Safety and Fire Protection Facilities


57Document Management Facilities


57Distribution Centers


8
*Manufacturing Facilities


6Direct Sales Offices


15Total


419


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.

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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 14 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.  Submission of Matters to a Vote of Security Holders

None in the fourth quarter of fiscal 2009.

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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
closing prices of shares of Cintas' common stock by quarter during the last two fiscal years:

Fiscal 2009Quarter Ended


High


LowMay 2009

$
26.83

$
18.15February 2009


25.70


20.06November 2008


33.05


19.80August 2008


31.38


25.44Fiscal 2008Quarter Ended


High


LowMay 2008

$
31.01

$
27.74February 2008


34.75


28.78November 2007


38.00


31.79August 2007


40.90


35.37


Holders

At May 31, 2009, there were approximately 3,000 shareholders on record of Cintas' common stock. Cintas believes that this
represents approximately 72,000 beneficial owners.

Dividends

Dividends on the outstanding common stock have been paid annually and amounted to $0.47 per share, $0.46 per share and $0.39 per share
in fiscal 2009, fiscal 2008 and fiscal 2007, 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. The companies included in the peer group are G & K Services, Inc., UniFirst Corporation, ABM Industries and Ecolab, Inc.

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

Total Shareholder Returns
Comparison of Five-Year Cumulative Total Return

GRAPHIC

Purchases of Equity Securities by the Issuer and Affiliated Purchases

On May 2, 2005, Cintas announced that the Board of Directors authorized a $500 million share buyback program at market
prices. In July 2006, Cintas announced that the Board of Directors approved the expansion of its share buyback program by an additional $500 million. The Board of Directors did not specify an
expiration date for the share buyback program.

During
the first quarter of fiscal 2009, Cintas purchased 0.9 million shares of Cintas' common stock at an average price of $28.61 per share, for a total purchase price of approximately
$26 million and Cintas purchased no other shares in fiscal 2009.

From
the inception of the share buyback program through July 30, 2009, Cintas has purchased a total of 20.3 million shares of Cintas' common stock at an average price of $39.31 per share
for a total purchase price of approximately $798 million. The maximum approximate dollar value of shares that may yet be purchased under the share buyback program as of July 30, 2009, is
approximately $202 million.

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Item 6.  Selected Financial Data

Eleven-Year Financial Summary

(In thousands except per share and percentage data)Fiscal
Years Ended
May 31,


1999


2000


2001


2002


2003


2004


2005


2006


2007


2008


2009


10-Year
Compd
GrowthRevenue

$
1,751,568


1,901,991


2,160,700


2,271,052


2,686,585


2,814,059


3,067,283


3,403,608


3,706,900


3,937,900


3,774,685


8.0%Net Income

$
136,796


190,386


218,665


229,466


243,191


265,078


292,547


323,382


334,538


335,405


226,357


5.2%Basic EPS

$
0.83


1.14


1.30


1.35


1.43


1.55


1.70


1.93


2.09


2.15


1.48


6.0%Diluted EPS

$
0.81


1.12


1.27


1.33


1.41


1.54


1.69


1.92


2.09


2.15


1.48


6.2%Dividends Per Share

$
0.15


0.19


0.22


0.25


0.27


0.29


0.32


0.35


0.39


0.46


0.47


12.1%Total Assets

$
1,407,818


1,581,342


1,752,224


2,519,234


2,582,946


2,810,297


3,059,744


3,425,237


3,570,480


3,808,601


3,720,951


10.2%Shareholders' Equity

$
871,433


1,042,896


1,231,346


1,423,814


1,646,418


1,888,093


2,104,574


2,090,192


2,167,738


2,254,131


2,367,409


10.5%Return on Average Equity (1)


16.8%


19.9%


19.2%


17.3%


15.8%


15.0%


14.7%


15.4%


15.7%


15.2%


9.8%Long-Term Debt

$
283,581


254,378


220,940


703,250


534,763


473,685


465,291


794,454


877,074


942,736


786,058


13

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Table of Contents

Item 7.  Management's Discussion and Analysisof Financial Condition and Results of Operation

Business Strategy

Cintas provides highly specialized products and services to businesses of all types primarily throughout the United States and Canada.
We refer to ourselves as "The Service Professionals." We bring value to our customers by helping them provide a cleaner, safer, 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 products and services, first aid, safety and fire protection products and services, document management services and branded promotional products.

Our
business 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 Cintas has 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 a few ways. Cintas has a national sales organization introducing all of our products and services to prospects in all business segments. Our
ever expanding 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 Operation

The economic environment in fiscal 2009 presented challenges not experienced in decades. The financial crisis which began in
September, 2008, caused many of our customers to immediately reduce spending. As the economic turmoil continued, we saw our customers make dramatic reductions in spending. Significant job losses in
the U.S. and Canada followed the financial crisis, as these economies lost millions of jobs from October, 2008, through May, 2009.

The
suddenness and severity of the economic downturn required us to react quickly to reduce our cost structure. Beginning in the second quarter of fiscal 2009, we closed two manufacturing plants in
Kentucky, initiated hiring and wage freezes in many parts of the organization, eliminated many overhead positions and reduced discretionary and capital spending. These initiatives resulted in a
reduction to selling and administrative expenses of approximately $60 million when comparing the last six months of fiscal 2009 to the first six months of fiscal 2009.

In
addition to the actions described above, we initiated restructuring activities during the fourth quarter of fiscal 2009 to reduce excess capacity and further reduce our cost structure. These
activities included closing or converting to branches 16 of our rental processing plants and reducing our workforce by 1,200 employees. We

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expect
these restructuring activities to be completed by May 31, 2010. During the fourth quarter of fiscal 2009, we recorded charges of $48.9 million in long-lived asset
impairment costs, $7.9 million in employee termination costs and $2.3 million in other exit costs for a total of $59.1 million that will be incurred as a result of this
restructuring. The following summarizes these amounts by operating segment:

(In millions) May 31, 2009


Rental
Uniforms
& Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Fire
Protection


Document
Management


TotalRestructuring charges

$
8.8

$
0.5

$
0.6

$
0.3

$
10.2Impairment of long-lived assets


44.2


4.1


0.6





48.9Loss before income taxes

$
53.0

$
4.6

$
1.2

$
0.3

$
59.1


A progression of our restructuring liability balance, primarily recorded in accrued compensation and related liabilities, at May 31, 2009, is as follows:

(In millions)


Employee
Termination
Costs


Other Exit
Costs


TotalCharge to earnings  fiscal 2009

$
7.9

$
2.3

$
10.2Cash paid  fiscal 2009


(2.0
)




(2.0
)Balance as of May 31, 2009

$
5.9

$
2.3

$
8.2


The restructuring activities are more fully described in Note 2 entitled Restructuring and Related Activity of "Notes to Consolidated Financial Statements."

Despite
the economic turmoil during fiscal 2009, we were still able to generate strong operating cash flow. Net cash provided by operating activities was $523.5 million. We reduced capital and
acquisition spending by $110.9 million in fiscal 2009 compared to fiscal 2008. We were able to pay down $157.1 million in net borrowings during fiscal 2009, resulting in no outstanding
commercial paper borrowings as of May 31, 2009. Additionally, we were still able to pay shareholders an increased dividend of $0.47 per share.

Cintas
classifies its businesses into four operating segments. The Rental Uniforms and Ancillary Products operating segment reflects 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 and hygiene products and services are also provided within this operating
segment. The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products. The First Aid, Safety and Fire Protection Services
operating segment consists of first aid, safety and fire protection products and services. The Document Management Services operating segment consists of document destruction, document imaging and
document retention services.

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The
following table sets forth certain consolidated statements of income data as a percentage of revenue by operating segment and in total for the periods indicated.

2009


2008


2007Revenue:Rental Uniforms and Ancillary Products


73.0
%

72.0
%

73.8
%Uniform Direct Sales


11.4
%

13.1
%

13.5
%First Aid, Safety and Fire Protection Services


10.0
%

10.3
%

9.8
%Document Management Services


5.6
%

4.6
%

2.9
%Total revenue


100.0
%

100.0
%

100.0
%Cost of sales:Rental Uniforms and Ancillary Products


56.7
%

55.8
%

55.4
%Uniform Direct Sales


75.2
%

67.5
%

68.0
%First Aid, Safety and Fire Protection Services


61.9
%

60.1
%

60.1
%Document Management Services


49.4
%

45.4
%

47.6
%Total cost of sales


58.9
%

57.3
%

57.3
%Gross margin:Rental Uniforms and Ancillary Products


43.3
%

44.2
%

44.6
%Uniform Direct Sales


24.8
%

32.5
%

32.0
%First Aid, Safety and Fire Protection Services


38.1
%

39.9
%

39.9
%Document Management Services


50.6
%

54.6
%

52.4
%Total gross margin


41.1
%

42.7
%

42.7
%Selling and administrative expenses


28.7
%

28.0
%

27.1
%Restructuring charges


0.3
%




Impairment of long-lived assets


1.3
%




Interest income


-0.1
%

-0.1
%

-0.2
%Interest expense


1.3
%

1.3
%

1.4
%Income before income taxes


9.6
%

13.5
%

14.4
%


The reduction in Uniform Direct Sales and First Aid, Safety and Fire Protection Services revenue as a percentage of total revenue in fiscal 2009 reflects the significant reduction in
spending by customers of these businesses during the economic turmoil in fiscal 2009. Despite a significant decrease in the price of recycled paper prices during fiscal 2009, Document Management
Services revenue increased as a percentage of total revenue over the last two fiscal years as a result of acquisitions and internal growth in our destruction services.

Cost
of sales as a percentage of revenue increased in fiscal 2009 compared to fiscal 2008 due to lower revenue levels in all operating segments other than Document Management Services. The significant
deterioration of the U.S. and Canadian economies, particularly in the last five months of the year ended May 31, 2009, which led to reduced revenue levels in our Rental Uniforms and Ancillary
Products operating segment, our Uniform Direct Sales operating segment and our First Aid, Safety and Fire Protection Services operating segment, created excess inventory levels in these operating
segments. As a result, we reduced the carrying amount of specific inventory to

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realizable
values and recorded a pre-tax loss in the year ended May 31, 2009, of $27.5 million. The following summarizes this loss by operating segment:

(In millions) May 31, 2009


Rental
Uniforms
& Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Fire
Protection


Document
Management


TotalCost of rental uniforms and ancillary products

$
8.4

$


$


$


$
8.4Cost of other services





16.1


3.0





19.1Loss on inventory valuation

$
8.4

$
16.1

$
3.0

$


$
27.5


Cost of sales as a percentage of revenue in Document Management Services increased as a percentage of revenue in fiscal 2009 compared to fiscal 2008 as a result of a significant
decrease in the price of recycled paper. This operating segment derives revenue from the sale of shredded paper to paper recyclers. The weighted average price of standard office paper, which accounts
for the majority of the recycled paper revenue, dropped by 24.2% in fiscal 2009 compared to fiscal 2008.

Selling
and administrative expenses as a percentage of revenue increased in fiscal 2009 compared to fiscal 2008 as a result of the lower revenue in fiscal 2009.

Fiscal 2009 Compared to Fiscal 2008

Fiscal 2009 total revenue was $3.8 billion, a decrease of 4.1% compared to fiscal 2008. Acquisitions in our First Aid, Safety
and Fire Protection Services operating segment and our Document Management Services operating segment accounted for growth of 0.7% during fiscal 2009. Information related to acquisitions is discussed
in Note 10 entitled Acquisitions of "Notes to Consolidated Financial Statements." Total revenue decreased organically by 4.5%. The difficult U.S. and Canadian economic environments that began
with the financial crisis in our second fiscal quarter deteriorated in our third and fourth fiscal quarters. These economies lost millions of jobs from October, 2008, through May, 2009. Because of
customer job losses, we experienced decreases in uniform revenue, both rented and purchased, and revenue for our hygiene products and first aid and safety products. In addition, facility closures by
our customers reduced our volume of entrance mats, mops, shop towels and other facility needs such as fire protection services and document management services. Fiscal 2009 had one fewer workday than
fiscal 2008, which resulted in a decrease in revenue of 0.3%.

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 decreased 2.8%
compared to fiscal 2008. Rental Uniforms and Ancillary Products operating segment revenue decreased organically by 2.4% in fiscal 2009. The decrease in the Rental Uniforms and Ancillary Products
operating segment revenue was primarily due to decreased uniform wearers caused in large part by job losses in the U.S. and Canadian economies. Fiscal 2009 had one fewer workday than fiscal 2008,
which resulted in a decrease in revenue of 0.4%.

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, decreased
7.6% compared to fiscal 2008. Acquisitions in our First Aid, Safety and Fire Protection Services operating segment and our Document Management Services operating segment accounted for growth of 2.5%
during fiscal 2009. Other Services revenue decreased organically by 9.7%. The turmoil in the U.S. and Canadian economies significantly affected our Other Services revenue, particularly in the Uniform
Direct Sales and First Aid, Safety and Fire Protection Services

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operating
segments. The revenue decreases in these operating segments were partially offset by increased revenue in our Document Management Services operating segment. Fiscal 2009 had one fewer
workday than fiscal 2008, which resulted in a decrease in revenue of 0.4%.

Cost
of rental uniforms and ancillary products decreased 1.2% compared to fiscal 2008. 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 decrease compared to fiscal 2008 was primarily driven by the volume decrease
in the Rental Uniforms and Ancillary Products operating segment revenue. The cost decrease due to reduced volume was partially offset by a loss on inventory valuation of $8.4 million, as
described above.

Cost
of other services decreased 1.9% compared to fiscal 2008. 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
decrease from fiscal 2008 was due to the volume decrease in Other Services. The cost decrease due to reduced volume was partially offset by a loss on inventory valuation of $19.1 million, as
described above.

Selling
and administrative expenses decreased $21.4 million, or 1.9%, compared to fiscal 2008. This decrease is primarily due to a decrease of $18.9 million in labor costs and payroll
taxes related to our fiscal 2009 cost reduction efforts.

Operating
income of $409.1 million in fiscal 2009 decreased $168.4 million, or 29.2%, compared to fiscal 2008. Excluding the loss on inventory valuation of $27.5 million and the
charges of $59.1 million relating to the restructuring activities, operating income decreased by $81.8 million, or 14.2%, compared to fiscal 2008. This decrease was primarily due to
lower volumes brought on by the turmoil in the U.S. and Canadian economies in fiscal 2009.

Net
interest expense (interest expense less interest income) increased $0.7 million from the prior fiscal year. This increase was due to a $3.3 million reduction in interest income
caused by lower interest rates on Canadian
treasury securities during fiscal 2009 compared to fiscal 2008, offset by a decrease of $2.6 million in interest expense caused by lower levels of borrowings in fiscal 2009 compared to fiscal
2008.

Income
before income tax was $361.6 million, a 31.9% decrease compared to fiscal 2008. This change reflects the decrease in operating income described above.

Cintas'
effective tax rate was 37.4% for fiscal 2009 as compared to 36.8% and 37.3% for fiscal 2008 and 2007, respectively (also see Note 9 entitled Income Taxes of "Notes to Consolidated
Financial Statements" for more information on income taxes).

Net
income for fiscal 2009 of $226.4 million was a 32.5% decrease compared to fiscal 2008, and diluted earnings per share of $1.48 was a 31.2% decrease compared to fiscal 2008. These changes
reflect the decrease in operating income described above.

Rental Uniforms and Ancillary Products Operating Segment

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue decreased $79.6 million, or 2.8%, and the cost of rental
uniforms and ancillary products decreased $19.4 million, or 1.2%. The operating segment's gross margin was $1,192.8 million, or 43.3% of revenue. This gross margin percent of revenue of
43.3% decreased from 44.2% in fiscal 2008. Excluding the loss on inventory valuation of $8.4 million in fiscal 2009, the gross margin percent in fiscal 2009 was 43.6%. The decrease of 60 basis
points from 44.2% in fiscal 2008 to 43.6% in fiscal 2009 is primarily due to the reduced volume in the Rental Uniforms and Ancillary Products operating segment.

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Selling
and administrative expenses for the Rental Uniforms and Ancillary Products operating segment as a percent to revenue, at 27.9%, decreased 40 basis points from 28.3% in fiscal 2008. This
decrease was due to a reduction in labor costs associated with our cost reduction efforts.

Income
before income taxes decreased $80.7 million to $370.5 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2009 compared to fiscal 2008. Income
before income taxes was 13.4% of this operating segment's revenue. Excluding the loss on inventory valuation of $8.4 million and the charges
of $53.0 million relating to the restructuring activities, income before income taxes as a percent of revenue was 15.7% in fiscal 2009, which is relatively consistent with the 15.9% in fiscal
2008.

Uniform Direct Sales Operating Segment

Uniform Direct Sales operating segment revenue decreased $89.1 million for fiscal 2009, a 17.2% decrease compared to fiscal 2008. There were no
acquisitions in the Uniform Direct Sales operating segment during fiscal 2009.

Cost
of uniform direct sales decreased $26.9 million, or 7.7%, for fiscal 2009 due to decreased Uniform Direct Sales operating segment volume, partially offset by a loss on inventory valuation
of $16.1 million. The gross margin as a percent to revenue of 24.8% for fiscal 2009 decreased from 32.5% in fiscal 2008. Excluding the loss on inventory valuation of $16.1 million in
fiscal 2009, the gross margin percent in fiscal 2009 was 28.5%. The decrease from 32.5% in fiscal 2008 to 28.5% in fiscal 2009 is primarily due to the reduced volume.

Selling
and administrative expenses as a percent to revenue, at 22.9%, increased from 20.0% in fiscal 2008. This increase is due to lower volume and an increase in bad debt expense of 70 basis points.

Income
before income taxes was $3.2 million in fiscal 2009, a decrease of $61.5 million compared to fiscal 2008. This decrease is primarily due to the reduced volume in the Uniform
Direct Sales operating segment, as well as the loss on inventory valuation of $16.1 million and the charges of $4.6 million relating to the restructuring activities. Excluding the loss
on inventory valuation and the charges relating to the restructuring activities, income before income taxes was $24.0 million in fiscal 2009, a decrease of $40.8 million.

First Aid, Safety and Fire Protection Services Operating Segment

First Aid, Safety and Fire Protection Services operating segment revenue decreased $25.5 million in fiscal 2009, a 6.3% decrease compared to
fiscal 2008. This operating segment's revenue decreased organically by 7.6%. The turmoil in the U.S. and Canadian economies affected our First Aid, Safety and Fire Protection Services operating
segment revenue. Our customers in this segment reduced their spending at the onset of the financial crisis in September, 2008, resulting in decreased revenue in fiscal 2009 compared to fiscal 2008.
Acquisitions accounted for growth of 1.7%. Fiscal 2009 had one fewer workday than fiscal 2008, which resulted in a decrease in revenue of 0.4%.

Cost
of first aid, safety and fire protection services decreased $8.8 million, or 3.6%, in fiscal 2009, due to decreased First Aid, Safety and Fire Protection Services operating segment volume,
partially offset by a loss on inventory valuation of $3.0 million. 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 to revenue was 38.1% for fiscal 2009. Excluding the loss on inventory valuation of $3.0 million
in fiscal 2009, the gross margin percent in fiscal 2009 was 38.9%. The decrease from 39.9% in fiscal 2008 to 38.9% in fiscal 2009 is primarily due to the reduced volume.

Selling
and administrative expenses as a percent to revenue, at 33.6%, increased from 31.0% in fiscal 2008. This increase was due to lower volume and an increase in bad debt expense of 130 basis
points.

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Income
before income taxes for the First Aid, Safety and Fire Protection Services operating segment was $15.9 million in fiscal 2009 compared to $35.6 million in fiscal 2008. This
decrease of $19.7 million was primarily due to the reduced volume in First Aid, Safety and Fire Protection Services operating segment, as well as the loss on inventory valuation of
$3.0 million and the charges of $1.2 million relating to the restructuring activities. Excluding the loss on inventory valuation and the charges relating to the restructuring activities,
income before income taxes was $20.1 million, or 5.3% of revenue, in fiscal 2009 compared to 8.8% of revenue in fiscal 2008.

Document Management Services Operating Segment

Document Management Services operating segment revenue increased $30.9 million for fiscal 2009, or 17.0% over fiscal 2008. This operating
segment's internal growth for fiscal 2009 was 6.0% over fiscal 2008. The internal growth is primarily due to the sale of destruction services to new customers, offset by a decline in recycled paper
revenue. This operating segment derives revenue from the sale of shredded paper to paper recyclers. The weighted average price of standard office paper, which accounts for the majority of the recycled
paper revenue, dropped by 24.2% in fiscal 2009 compared to fiscal 2008. Acquisitions accounted for growth of 11.4%. Fiscal 2009 had one fewer workday than fiscal 2008, which resulted in a decrease in
revenue of 0.4%.

Cost
of document management services increased $22.7 million, or 27.4%, for fiscal 2009, due to increased Document Management Services 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 to revenue was 50.6% for fiscal 2009, down from 54.6% in fiscal 2008. This decrease from fiscal
2008 is mainly due to the
sharp decline in recycled paper prices compared to fiscal 2008. The decrease in the average price of standard office paper resulted in a decrease in gross margin as a percent to revenue of 2.9%.

Selling
and administrative expenses as a percent to revenue was 41.4% compared to 40.5% in fiscal 2008. This increase is due to the sharp decline in recycled paper prices compared to fiscal 2008. The
decrease in the average price of standard office paper resulted in an increase in selling and administrative expense as a percent to revenue of 2.4%.

Income
before income taxes for the Document Management Services operating segment was $19.4 million, a decrease of $6.4 million compared to fiscal 2008. Income before income taxes was
9.1% of the operating segment's revenue compared to 14.1% in fiscal 2008. The decrease in the average price of standard paper resulted in a decrease in income before income taxes as a percent to
revenue of 14.5%.

Fiscal 2008 Compared to Fiscal 2007

Fiscal 2008 total revenue was $3.9 billion, an increase of 6.2% over fiscal 2007. Internal growth was 4.6% in fiscal 2008,
compared to 5.3% in fiscal 2007. The deterioration in the U.S. and Canadian economies created a challenging environment throughout fiscal 2008. The rising unemployment in the U.S. put pressure on our
ability to grow rental uniform wearers, particularly in the latter half of fiscal 2008, as many of our customers reduced their workforces. In addition, our fire protection services business within the
First Aid, Safety and Fire Protection Services operating segment suffered due to pressure on fire installation system revenue and lower than anticipated recurring service revenue. Our internal growth
was generated primarily through the sale of document management services to new and existing customers, continued penetration of our ancillary products and services such as mats, hygiene supplies and
restroom cleaning services to existing customers, and first aid and safety products and services to new and existing customers. The remaining growth in total revenue was generated predominantly
through acquisitions of rental, first aid, safety and fire protection service businesses and document management businesses. Information related to acquisitions is discussed in Note 10 entitled
Acquisitions of "Notes to Consolidated Financial Statements."

20

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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 3.7% over fiscal 2007. Internal growth for the Rental Uniforms and Ancillary Products operating segment was 3.4% in fiscal 2008. The
increase in the Rental Uniforms and Ancillary Products operating segment revenue was primarily due to growth in the customer base as well as the continued penetration of ancillary products into our
existing customer base. New business remained the main driver of our internal growth as we continued to sell rental programs to new customers. We also continued to expand our rental market, with over
half of our new business being comprised of customers who were first time users of uniform rental programs. The remaining growth of 0.3% in fiscal 2008 resulted from the acquisition of rental
businesses.

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
13.5% over fiscal 2007. Internal growth accounted for 8.2% of this increase. This internal growth was generated primarily through the increased sales of first aid, safety and fire protection products
and services and document management services to customers. The remaining revenue growth of 5.3% was generated through a combination of acquisitions of first aid, safety and fire protection businesses
and document management businesses.

Cost
of rental uniforms and ancillary products increased 4.4% over fiscal 2007. 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 increase over fiscal 2007 was primarily driven by the growth in the Rental
Uniforms and Ancillary Products operating segment revenue. In addition, rising energy costs, especially in the second half of the fiscal year, contributed to this increase. Energy costs increased
11.1% in fiscal 2008, from $104.6 million in fiscal 2007 to $116.2 million in fiscal 2008.

Cost
of other services increased 10.5% over fiscal 2007. 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 over fiscal 2007 was due to the growth in other services revenue, derived through a combination of internal growth and acquisitions. Rising energy costs also impacted the cost of other
services. Other services energy costs increased 35.4% from $18.1 million in fiscal 2007 to $24.5 million in fiscal 2008. Improved leverage and various cost containment programs in our
Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services operating segments helped to partially offset the increases in energy costs.

Selling
and administrative expenses increased 10.0% over fiscal 2007. Selling and administrative expenses increased mainly due to higher selling expenses. In fiscal 2007, we reorganized our sales
efforts to become more efficient and productive in the long-term. This reorganization, as well as increased marketing plans and sales promotions, combined to increase our selling costs by
$53.1 million over the prior fiscal year. In addition, administrative expenses increased by $10.4 million due to an increase in legal and other professional services.

Operating
income of $577.5 million in fiscal 2008, was relatively flat over fiscal 2007. Gross margin increased by $100.2 million, but was offset by the increase of $100.2 million
in selling and administrative expenses.

Net
interest expense (interest expense less interest income) increased $2.9 million from the prior fiscal year. This increase was primarily a result of increased interest expense from
additional debt added in fiscal 2008 used to buyback shares under our share buyback program.

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Table of Contents

Income before income taxes was $530.7 million, a 0.5% decrease over fiscal 2007. This change reflects the relatively flat operating income being reduced by the higher net
interest expense.

Cintas'
effective tax rate was 36.8% for fiscal 2008 as compared to 37.3% for fiscal 2007 (see also Note 9 entitled Income Taxes of "Notes to Consolidated Financial Statements").

Net
income for fiscal 2008 of $335.4 million was a 0.3% increase over fiscal 2007, and diluted earnings per share of $2.15 was a 2.9% increase over fiscal 2007. The increase in diluted earnings
per share was greater
than the increase in net income due to the impact of the share buyback program, which is discussed in more detail in the Liquidity and Capital Resources section below.

Rental Uniforms and Ancillary Products Operating Segment

As discussed above, Rental Uniforms and Ancillary Products operating segment revenue increased $99.9 million, or 3.7%, and the cost of rental
uniforms and ancillary products increased $66.4 million, or 4.4%. The operating segment's gross margin was $1,253.0 million, or 44.2% of revenue. This gross margin percent of revenue of
44.2% decreased from the 44.6% in fiscal 2007, primarily as a result of an 11.1% increase in energy costs.

Selling
and administrative expenses for the Rental Uniforms and Ancillary Products operating segment as a percent to sales, at 28.3%, increased 60 basis points from the 27.7% in the prior fiscal year.
This increase was due to the increased investment in our sales organization and increases in our marketing efforts and sales promotions as described above.

Income
before income taxes decreased $11.1 million to $451.3 million for the Rental Uniforms and Ancillary Products operating segment for fiscal 2008 compared to the prior fiscal year.
Income before income taxes was 15.9% of this operating segment's revenue, which is a 100 basis point decrease compared to fiscal 2007 primarily as a result of the increased energy costs and the
increased investment in our sales organization and increases in our marketing efforts and sales promotions.

Uniform Direct Sales Operating Segment

Uniform Direct Sales operating segment revenue increased $16.0 million for fiscal 2008, a 3.2% increase over fiscal 2007. There were no
acquisitions in the Uniform Direct Sales operating segment during fiscal 2008.

Cost
of uniform direct sales increased $8.5 million, or 2.5%, for fiscal 2008 due to increased Uniform Direct Sales operating segment volume. The gross margin as a percent to revenue was 32.5%
for fiscal 2008, which was a 50 basis point improvement over the prior fiscal year. This improvement is due to both sourcing improvements for catalog products as well as the increased sales volume.

Selling
and administrative expenses as a percent to revenue, at 20.0%, increased 60 basis points compared to fiscal 2007. This increase is in part due to the catalog costs associated with the
introduction of the new "Uniform Book" and new healthcare catalog.

Income
before income taxes increased $1.5 million to $64.8 million for the Uniform Direct Sales operating segment for fiscal 2008 compared to the prior fiscal year. Income before income
taxes was 12.5% of the operating segment's revenue, which is a 10 basis point decrease compared to fiscal 2007. This decrease is primarily due to the increased catalog costs noted above, offset by the
gross margin improvements due to sourcing improvements and increased sales volume.

First Aid, Safety and Fire Protection Services Operating Segment

First Aid, Safety and Fire Protection Services operating segment revenue increased $41.1 million for fiscal 2008, an 11.4% increase over fiscal
2007. This operating segment's internal growth for fiscal 2008 was 6.1% over the prior fiscal year. The operating segment's internal growth was negatively impacted by lower than anticipated fire

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suppression
system installation revenue and lower than anticipated recurring service revenue within the fire protection services business. Internal growth was generated primarily by the sale of first
aid and safety products and services to new customers. The remaining growth was generated through the acquisition of first aid, safety and fire protection businesses.

Cost
of first aid, safety and fire protection services increased $24.8 million, or 11.4%, for fiscal 2008, due 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 to revenue was 39.9% for fiscal 2008, which is consistent with the prior fiscal year.

Selling
and administrative expenses as a percent to revenue, at 31.0%, increased 170 basis points compared to fiscal 2007. This increase was due to the increased investment in our sales organization
and increases in our marketing efforts and sales promotions as described above.

Income
before income taxes for the First Aid, Safety and Fire Protection Services operating segment decreased by $2.6 million in fiscal 2008 compared to the prior fiscal year. Income before
income taxes was 8.8% of the operating segment's revenue, which is a 180 basis point decrease compared to last fiscal year
primarily as a result of the increased investment in our sales organization and increases in our marketing efforts and sales promotions.

Document Management Services Operating Segment

Document Management Services operating segment revenue increased $73.9 million for fiscal 2008, or 68.1% over the prior fiscal year. This
operating segment's internal growth for fiscal 2008 was 38.2% over fiscal 2007. The internal growth is primarily due to the sale of destruction services to new customers. The remaining growth was
generated through the acquisition of document management businesses.

Cost
of document management services increased $31.1 million, or 60.2%, for fiscal 2008, 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 to revenue was 54.6% for fiscal 2008, which is a 220 basis point
improvement over the gross margin percentage in fiscal 2007. This improvement is primarily due to the operating segment's increased sales volume and favorable recycled paper prices relative to the
prior fiscal year.

Selling
and administrative expenses as a percent to revenue was 40.5% compared to 45.7% in fiscal 2007. This decrease is due to better leveraging of administrative functions resulting from the
operating segment's increased sales volume, partially offset by the increased investment in our sales organization and increases in our marketing efforts and sales promotions.

Income
before income taxes for the Document Management Services operating segment increased $18.6 million for fiscal 2008 compared to the prior fiscal year. Income before income taxes was 14.1%
of the operating segment's revenue compared to 6.6% in fiscal 2007 primarily as a result of the operating segment's increased sales volume.

Liquidity and Capital Resources

At May 31, 2009, Cintas had $250.1 million in cash, cash equivalents and marketable securities, representing an increase
of $58.4 million, or 30.5% from May 31, 2008. This increase is attributable to the improvement in net working capital and lower use of cash for financing and investing activities. Net
working capital (defined as current assets less current liabilities) increased by $37.7 million in fiscal 2009 compared to fiscal 2008. Cash used for investing and financing activities
decreased by $56.1 million in fiscal 2009 compared to fiscal 2008. Cash generated from operations was $523.5 million in fiscal 2009 as compared to $542.7 million generated in
fiscal 2008. This $19.2 million decrease is a result of lower income during the current fiscal year offset by improvements in working

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capital.
Significant uses of cash in fiscal 2009 were capital expenditures of $160.1 million, net repayment of long-term debt of $157.1 million and dividends of
$72.2 million. Cash, cash equivalents and marketable securities will be used to finance future acquisitions and capital expenditures.

Marketable
securities consist primarily of Canadian treasury securities. Cintas believes that its investment policy pertaining to marketable securities is conservative. The criterion used in making
investment decisions is the preservation of principal, while earning an attractive yield.

Accounts
receivable decreased $72.4 million, primarily due to decreased revenue. The average collection period in fiscal 2009 remained comparable with fiscal 2008.

Inventories
and uniforms and other rental items in service decreased $71.3 million, or 11.7% due to a $27.5 million reduction of inventory related to the loss on inventory valuation and
due to an overall reduction in inventory levels in response to customer demands driven by the current economic environment.

Working
capital increased $37.7 million to $952.8 million in fiscal 2009, due to the increased cash balances discussed above offset by reductions in accounts receivable and inventory
levels.

Net
property and equipment decreased $59.9 million due to normal ongoing property and equipment activity and the impact of the restructuring activities, including the categorization of
$15.7 million in assets held for sale. Capital expenditures for fiscal 2009 totaled $160.1 million, including $114.4 million for the Rental Uniforms and Ancillary Products
operating segment and $22.8 million for the Document Management Services operating segment, exceeding depreciation expense by $2.5 million. Included in the overall capital expenditure
figure
and in some of the operating segment data are approximately $43 million of costs related to information technology capital projects, including implementation costs of an enterprise computer
system. During fiscal 2009, Cintas completed construction of three new uniform rental facilities.

Long-term
debt totaled $786.7 million at May 31, 2009. This amount includes $225.0 million of 10-year senior notes at a rate of 6.0% issued in fiscal 2002,
$250.0 million of 30-year senior notes issued in fiscal 2006 at a rate of 6.15% and $300.0 million of 10-year senior notes issued in fiscal 2008 at a rate of
6.125%. Cintas has earned credit ratings on these notes of "A" from Standard & Poor's and "A2" from Moody's. Cintas utilizes a $600.0 million commercial paper program, on which it has
earned credit ratings of "A-1" from Standard & Poor's and "Prime-1" from Moody's. We believe these ratings are reflective of our commitment to conservative financial
policies, strong financial management and a disciplined integration strategy for acquisitions. The commercial paper program is fully supported by a long-term credit facility that matures
in fiscal 2011. As of May 31, 2009, there were no outstanding borrowings under this program. 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.

Cintas'
total debt to capitalization ratio has decreased from 29.5% at May 31, 2008, to 24.9% at May 31, 2009. Total debt decreased $157.2 million in fiscal 2009 through the use
of cash generated by operations to reduce commercial paper balances.

During
fiscal 2009, Cintas paid dividends of $72.2 million, or $0.47 per share. On a per share basis, this dividend is an increase of 2.2% over the dividend paid in fiscal 2008. This marks the
26th consecutive year that Cintas has increased its annual dividend, every year since going public in 1983.

On
May 2, 2005, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program at market prices. In July 2006, Cintas announced that the Board of
Directors approved the expansion of its share buyback program by an additional $500.0 million. During the first quarter of fiscal 2009, Cintas purchased 0.9 million shares of Cintas
stock at an average price of $28.61 per share, for a total purchase price of approximately $26 million. From the inception of the share buyback program through July 30, 2009, Cintas has
purchased

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20.3 million
shares of Cintas' common stock at an average price of $39.31 per share for a total purchase price of approximately $798 million. The Board of Directors did not specify an
expiration date for this program.

Following
is information regarding Cintas' long-term contractual obligations and other commitments outstanding as of May 31, 2009:

Long-Term Contractual Obligations

(In thousands)


Payments Due by PeriodTotal


One year
or less


Two to
three years


Four to
five years


After five
yearsLong-term debt (1)

$
786,627

$
569

$
1,256

$
233,823

$
550,979Capital lease obligations (2)


29


29








Operating leases (3)


95,954


27,329


39,753


18,033


10,839Interest payments (4)


652,577


49,563


98,977


71,228


432,809Interest swap agreements














Unconditional purchase obligations














Total contractual cash obligations

$
1,535,187

$
77,490

$
139,986

$
323,084

$
994,627


Cintas also makes payments to defined contribution plans. The amounts of contributions made to the defined contribution plans are made at the discretion 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 $25,221, two to three years would be $54,287 and four to five years would be
$59,852. Payments for years thereafter are expected to continue increasing by approximately 5% each year.

Other Commitments

(In thousands)


Amount of Commitment Expiration per PeriodTotal


One year
or less


Two to
three years


Four to
five years


After five
yearsLines of credit (1)

$
531,360

$


$
531,360

$


$
Standby letters of credit (2)


68,640


68,631


9





Guarantees














Standby repurchase obligations














Other commercial commitments














Total commercial commitments

$
600,000

$
68,631

$
531,369

$


$



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Cintas has no off-balance sheet arrangements other than the synthetic lease on a corporate aircraft. The synthetic lease on the aircraft does not
currently have, and is not reasonably likely to have, a current or future material effect on Cintas' financial condition, changes in Cintas' financial condition, revenue or expenses, results of
operation, liquidity, capital expenditures or capital resources.

Inflation and Changing Prices

Changes in wages, benefits and energy costs have the potential to materially impact Cintas' financial results. Medical benefit costs
increased as a percent to revenue due to increased utilization and rising healthcare industry costs. Medical benefits were 3.5% of total revenue in fiscal 2009 and 3.1% of total revenue in fiscal
2008. Management believes inflation has not had a material impact on Cintas' financial condition or a negative impact on results of operation.

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 financial position or results of operation of Cintas. Cintas is party to additional litigation not considered in the ordinary course of business. Please refer to "Part I,
Item 3. Legal Proceedings" and Note 14 entitled Litigation and Other Contingencies of "Part II, Item 8. Notes to Consolidated Financial Statements" for a detailed
discussion of certain specific litigation.

New Accounting Standards

Effective June 1, 2008, Cintas adopted Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value Measurements(FAS 157), which defines fair value,
establishes a framework for measuring fair value under U.S. generally accepted
accounting principles (GAAP) and expands disclosure requirements about fair value measurements. FASB Staff Position 157-2 delayed the effective date of FAS 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least
annually). For all non-financial assets and liabilities, FAS 157 is effective for Cintas beginning June 1, 2009. The adoption of FAS 157 for our financial assets and
liabilities did not have a material impact on Cintas' results of operation or financial condition. Cintas' adoption of FAS 157 is more fully described in Note 3 entitled Fair Value
Measurements of "Notes to Consolidated Financial Statements." Cintas does not believe that the adoption of FAS 157 with respect to non-financial assets and liabilities will
materially impact its financial position and results of operation.

In
December 2007, the FASB issued Statement No. 141 (revised 2007),Business Combinations(FAS 141(R)). Under FAS 141(R), an entity
is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that
acquisition-related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes
in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. For Cintas, FAS 141(R) is effective for
acquisitions and adjustments to an acquired entity's deferred tax asset and liability balances occurring after May 31, 2009. The adoption of FAS 141(R) will have an impact on Cintas'
consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the terms and size of the acquisitions consummated after the effective date.

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Critical Accounting Policies

The preparation of Cintas' consolidated financial statements in conformity with U.S. 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 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. Substantially all inventories represent finished
goods. 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 historical rates of obsolescence. The significant deterioration of the U.S. and Canadian economies, particularly in the last five months of the year ended May 31, 2009, led to
reduced revenue in our Rental Uniforms and Ancillary Products operating segment, our Uniform Direct Sales operating segment and our First Aid, Safety and Fire Protection Services operating segment,
which created excess inventory amounts in these operating segments. As a result, we reduced the carrying amount of specific inventory to realizable values and recorded a pre-tax loss in
the year ended May 31, 2009, of $27.5 million. The following summarizes this amount by operating segment:

(In millions) May 31, 2009


Rental
Uniforms
& Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Fire
Protection


Document
Management


TotalCost of rental uniforms and ancillary products

$
8.4

$


$


$


$
8.4Cost of other services





16.1


3.0





19.1Loss on inventory valuation

$
8.4

$
16.1

$
3.0

$


$
27.5


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

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of
18 months. Other rental items including shop towels, mats, cleanroom garments, flame resistant clothing, linens and restroom dispensers are amortized over their useful lives which range from
8 to 48 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, 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 fair value, less estimated costs to sell. See Note 2 entitled Restructuring and Related Activity of "Notes to Consolidated Financial Statements" for
discussion of impairment of long-lived assets.

Goodwill and impairment

Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Cintas performs annual impairment tests by operating
segment. These tests include 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. Based on the results of the impairment tests, Cintas has not recognized an impairment of goodwill for the fiscal years ended May 31, 2009, 2008 or
2007.

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, 2009, 2008 or 2007.

Stock-based compensation

As required under FASB Statement No. 123(R),Share-Based Payment,compensation expense is
recognized for all share-based payments to employees, including stock options, 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 13 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. U.S. 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

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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 above in the section entitled Litigation and Other Contingencies.

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 9 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. As a result of this review, Cintas has not established a valuation allowance against the
deferred tax assets.

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 accruals are appropriate.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk

Cintas manages interest rate risk by using a combination of variable and fixed rate debt and investing in marketable securities.
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 $0.5 million. This estimated exposure
considers the effects on investments and the change in the cost of variable rate debt. 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.

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Item 8.  Financial Statements and Supplementary Data

Index to Consolidated Financial Statements



Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, 2009, 2008 and 2007Management's Report on Internal Control over Financial
Reporting

31Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm

32Consolidated Statements of Income

34Consolidated Balance Sheets

35Consolidated Statements of Shareholders'
Equity

36Consolidated Statements of Cash Flows

37Notes to Consolidated Financial Statements

38


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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, 2009. Management based its
assessment on criteria established inInternal Control  Integrated Frameworkissued 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, 2009, 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.

/s/  Scott D. Farmer
      Scott D. Farmer
      Chief Executive Officer/s/  William C. Gale
      William C. Gale
      Senior Vice President and Chief Financial Officer


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Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of Cintas Corporation:

We
have audited Cintas Corporation's internal control over financial reporting as of May 31, 2009, based on criteria established inInternal Control 
Integrated Frameworkissued 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 management's assessment and an opinion on the effectiveness of 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, 2009, 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, 2009
and 2008, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended May 31, 2009, of Cintas Corporation, and our
report dated July 27, 2009, expressed an unqualified opinion thereon.

|                               |  |                      
|------------------------------ |  | ---------------------
|                               |  | /s/ Ernst & Young LLP
|Cincinnati, Ohio
July 27, 2009 |  |                      

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Report of Independent Registered Public Accounting Firm



To
the Board of Directors and Shareholders of Cintas Corporation:

We
have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, 2009 and 2008, and the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended May 31, 2009. Our audits also included the financial statement schedule listed in the index at Item 15(a). These consolidated
financial statements and schedule are the responsibility of Cintas Corporation's management. Our responsibility is to express an opinion on these consolidated 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, 2009 and 2008, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended May 31, 2009, 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 financial statements taken as a whole, presents fairly in all material respects the information set
forth therein.

As
described in Note 1 to the consolidated financial statements, in fiscal 2008, Cintas Corporation adopted FASB Interpretation No. 48,Accounting for Uncertainty
in Income Taxes  an Interpretation of FASB Statement 109.

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, 2009, based on criteria established inInternal Control  Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated July 27, 2009, expressed an unqualified opinion thereon.

|                               |  |                      
|------------------------------ |  | ---------------------
|                               |  | /s/ Ernst & Young LLP
|Cincinnati, Ohio
July 27, 2009 |  |                      

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Table of Contents

Consolidated
Statements of IncomeFiscal Years Ended May 31,(In thousands except per share data)


2009


2008


2007Revenue:Rental uniforms and ancillary products

$
2,755,015

$
2,834,568

$
2,734,629Other services


1,019,670


1,103,332


972,2713,774,685


3,937,900


3,706,900Costs and expenses:Cost of rental uniforms and ancillary products


1,562,230


1,581,618


1,515,185Cost of other services


661,584


674,682


610,360Selling and administrative expenses


1,082,709


1,104,145


1,003,958Restructuring charges


10,209





Impairment of long-lived assets


48,888





Operating income


409,065


577,455


577,397Interest income


(2,764
)

(6,072
)

(6,480
)Interest expense


50,236


52,823


50,324Income before income taxes


361,593


530,704


533,553Income taxes


135,236


195,299


199,015Net income

$
226,357

$
335,405

$
334,538Basic earnings per share

$
1.48

$
2.15

$
2.09Diluted earnings per share

$
1.48

$
2.15

$
2.09Dividends declared and paid per share

$
0.47

$
0.46

$
0.39


See accompanying notes.

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Table of Contents

Consolidated
Balance SheetsAs of May 31,(In thousands except share data)


2009


2008AssetsCurrent assets:Cash and cash equivalents

$
129,745

$
66,224Marketable securities


120,393


125,471Accounts receivable, principally trade, less allowance of $19,532 and $13,139, respectively


357,678


430,078Inventories, net


202,351


238,669Uniforms and other rental items in service


335,447


370,416Income taxes, current


25,512


Deferred tax asset


66,368


39,410Prepaid expenses


17,035


12,068Assets held for sale


15,744


Total current assets


1,270,273


1,282,336Property and equipment, at cost, net


914,627


974,575Goodwill


1,331,388


1,315,569Service contracts, net


124,330


152,757Other assets, net


80,333


83,364$
3,720,951

$
3,808,601Liabilities and Shareholders' EquityCurrent liabilities:Accounts payable

$
69,965

$
94,755Accrued compensation and related liabilities


48,414


50,605Accrued liabilities


198,488


207,925Income taxes, current





12,887Long-term debt due within one year


598


1,070Total current liabilities


317,465


367,242Long-term liabilities:Long-term debt due after one year


786,058


942,736Deferred income taxes


149,032


124,184Accrued liabilities


100,987


120,308Total long-term liabilities


1,036,077


1,187,228Shareholders' equity:Preferred stock, no par value:100,000 shares authorized, none outstanding





Common stock, no par value:425,000,000 shares authorized2009:  173,085,926 shares issued and
          152,790,170 shares outstanding2008:  173,083,426 shares issued and
          153,691,103 shares outstanding


129,215


129,182Paid-in capital


72,364


60,408Retained earnings


2,938,419


2,784,302Treasury stock:2009: 20,295,756 shares2008: 19,392,323 shares


(797,888
)

(772,041
)Other accumulated comprehensive income (loss):Foreign currency translation


33,505


61,206Unrealized loss on derivatives


(8,207
)

(8,815
)Unrealized gain (loss) on available-for-sale securities


1


(111
)Total shareholders' equity


2,367,409


2,254,131$
3,720,951

$
3,808,601


See accompanying notes.

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Table of Contents

Consolidated
Statements of Shareholders' Equity

Common Stock


Paid-In


Retained


Other
Accumulated
Comprehensive

Treasury Stock


Total
Shareholders'(In thousands)


Shares


Amount


Capital


Earnings


Income (Loss)


Shares


Amount


EquityBalance at June 1, 2006


172,571

$
109,948

$
58,556

$
2,260,917

$
42,384


(9,389
)
$
(381,613
)
$
2,090,192Net income











334,538











334,538Equity adjustment for foreign currency translation














7,426








7,426Change in fair value of derivatives, net of $8,196 of tax














(13,571
)







(13,571
)Change in fair value of available-for-sale securities, net of $522 of tax














882








882Comprehensive income, net of tax























329,275Dividends











(61,996
)










(61,996
)Stock-based compensation








4,500














4,500Stock options exercised, net of shares surrendered


303


10,863


(6,147
)













4,716Repurchase of common stock

















(4,808
)

(198,949
)

(198,949
)Balance at May 31, 2007


172,874


120,811


56,909


2,533,459


37,121


(14,197
)

(580,562
)

2,167,738Net income











335,405











335,405Equity adjustment for foreign currency translation














19,391








19,391Change in fair value of derivatives, net of $2,924 of tax














(4,394
)







(4,394
)Change in fair value of available-for-sale securities, net of $98 of tax














162








162Comprehensive income, net of tax























350,564FIN 48 adjustment











(13,731
)










(13,731
)Dividends











(70,831
)










(70,831
)Stock-based compensation








7,456














7,456Stock options exercised, net of shares surrendered


209


8,371


(3,957
)













4,414Repurchase of common stock

















(5,195
)

(191,479
)

(191,479
)Balance at May 31, 2008


173,083


129,182


60,408


2,784,302


52,280


(19,392
)

(772,041
)

2,254,131Net income











226,357











226,357Equity adjustment for foreign currency translation














(27,701
)







(27,701
)Change in fair value of derivatives, net of $94 of tax














608








608Change in fair value of available-for-sale securities, net of $50 of tax














112








112Comprehensive income, net of tax























199,376Dividends











(72,207
)










(72,207
)Stock-based compensation








11,953














11,953Stock options exercised, net of shares surrendered


3




















Other





33


3


(33
)










3Repurchase of common stock

















(904
)

(25,847
)

(25,847
)Balance at May 31, 2009


173,086

$
129,215

$
72,364

$
2,938,419

$
25,299


(20,296
)
$
(797,888
)
$
2,367,409


See accompanying notes.

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Table of Contents

Consolidated
Statements of Cash FlowsFiscal Years Ended May 31,(In thousands)


2009


2008


2007Cash flows from operating activities:Net income

$
226,357

$
335,405

$
334,538Adjustments to reconcile net income to net cash provided by operating activities:Depreciation


157,572


148,566


135,181Amortization


42,534


43,337


40,745Impairment of long-lived assets


48,888





Stock-based compensation


11,953


7,456


4,500Deferred income taxes


(1,174
)

1,663


(332
)Change in current assets and liabilities, net of acquisitions of businesses:Accounts receivable


71,149


(14,939
)

(11,460
)Inventories


35,136


(6,100
)

(32,090
)Uniforms and other rental items in service


29,661


(23,854
)

(6,968
)Prepaid expenses


(4,949
)

3,830


(4,502
)Accounts payable


(24,560
)

30,567


(7,654
)Accrued compensation and related liabilities


(2,012
)

(12,430
)

12,600Accrued liabilities and other


(28,991
)

20,398


9,028Income taxes (receivable) payable


(38,042
)

8,841


(25,148
)Net cash provided by operating activities


523,522


542,740


448,438Cash flows from investing activities:Capital expenditures


(160,092
)

(190,333
)

(180,824
)Proceeds from sale or redemption of marketable securities


116,433


45,791


118,174Purchase of marketable securities and investments


(128,402
)

(54,498
)

(48,515
)Acquisitions of businesses, net of cash acquired


(30,909
)

(111,535
)

(160,707
)Other


(251
)

(400
)

(1,836
)Net cash used in investing activities


(203,221
)

(310,975
)

(273,708
)Cash flows from financing activities:Proceeds from issuance of debt


7,500


295,000


252,460Repayment of debt


(164,649
)

(232,409
)

(169,987
)Stock options exercised





8,371


10,863Dividends paid


(72,207
)

(70,831
)

(61,996
)Repurchase of common stock


(25,847
)

(191,479
)

(198,949
)Other


855


(11,356
)

(11,628
)Net cash used in financing activities


(254,348
)

(202,704
)

(179,237
)Effect of exchange rate changes on cash and cash equivalents


(2,432
)

1,803


953Net increase (decrease) in cash and cash equivalents


63,521


30,864


(3,554
)Cash and cash equivalents at beginning of year


66,224


35,360


38,914Cash and cash equivalents at end of year

$
129,745

$
66,224

$
35,360


See accompanying notes.

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Table of Contents

Notes to Consolidated Financial Statements(Amounts in thousands except per share and share data)

1.  Significant Accounting Policies

Business description.Cintas Corporation (Cintas) provides highly specialized products and services to businesses of all types primarily throughout the United
States and Canada. 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 products and services, first aid, safety and fire protection products and services, document management services and branded promotional products. Our products and
services are designed to enhance our customers' images and to provide additional safety and protection in the workplace.

Cintas
classifies its businesses into four operating segments in accordance with the criteria set forth in Financial Accounting Standards Board (FASB) Statement No. 131, Disclosures about Segments of an Enterprise and Related
Information. The Rental Uniforms and Ancillary Products operating segment reflects 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 and hygiene products and
services are also provided within this operating segment. The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products. The
First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services.
The Document Management Services operating segment consists of document destruction, document imaging and document retention services.

Principles of consolidation.The consolidated financial statements include the accounts of Cintas, controlled majority-owned subsidiaries and any entities that are
not controlled but require consolidation in accordance with FASB Interpretation No. 46,Consolidation of Variable Interest Entities  an interpretation
of ARB No. 51(collectively, Cintas). 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.

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Table of Contents

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 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.

Marketable securities.All 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. 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 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 this allowance.

Inventories.Inventories are valued at the lower of cost (first-in, first-out) or market. Substantially all inventories represent finished
goods. The significant deterioration of the U.S. and Canadian economies, particularly in the last five months of the year ended May 31, 2009, led to reduced revenue in our Rental Uniforms and
Ancillary Products operating segment, our Uniform Direct Sales operating segment and our First Aid, Safety and Fire Protection Services operating segment, which created excess inventory amounts in
these operating segments. As a result, we reduced the carrying amount of specific inventory to realizable
values and recorded a pre-tax loss in the year ended May 31, 2009, of $27,486. The following summarizes this amount by operating segment:

May 31, 2009


Rental
Uniforms
& Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Fire
Protection


Document
Management


TotalCost of rental uniforms and ancillary products

$
8,419

$


$


$


$
8,419Cost of other services





16,069


2,998





19,067Loss on inventory valuation

$
8,419

$
16,069

$
2,998

$


$
27,486


Inventories are recorded net of reserves for obsolete inventory of $48,353 and $20,660 as of May 31, 2009 and 2008, respectively.

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 48 months.

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Table of Contents

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, in years:

Buildings


30 to 40Building improvements


5 to 20Equipment


3 to 10Leasehold improvements


2 to 15


Long-lived assets.As required under FASB Statement No. 144,Accounting for the Impairment or Disposal of
Long-Lived Assets(FAS 144), 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 fair value, less estimated costs to sell. See
Note 2 entitled Restructuring and Related Activity for discussion of impairment of long-lived assets.

Goodwill.As required under FASB Statement No. 142,Goodwill and Other Intangible Assets(FAS 142),
goodwill is separately disclosed from other intangible assets on the consolidated balance sheet and not amortized, but is tested for impairment on a reporting unit basis on at least an annual basis.
Cintas completes an annual goodwill impairment test as required by FAS 142. Based on the results of the impairment tests, Cintas was not required to recognize an impairment of goodwill for the
fiscal years ended May 31, 2009, 2008 or 2007. Cintas will continue to perform future impairment tests as required by FAS 142 as of March 1 in future years or when indicators of
impairment 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.

Accrued liabilities.Current accrued liabilities consist primarily of insurance, medical and profit sharing obligations and legal and environmental contingencies.
These are recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. Long-term accrued
liabilities consist primarily of reserves associated with unrecognized tax benefits, which are described in more detail in Note 9 entitled Income Taxes.

Stock-based compensation.As required under FASB Statement No. 123(R),Share-Based Payment,compensation
expense is recognized for all share-based payments to employees, including stock options, 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 13 entitled Stock-Based Compensation for further information.

Derivatives and hedging activities.Derivatives and hedging activities are presented in accordance with FASB Statement No. 133 Accounting for Derivatives and Hedging
Activities(FAS 133), as amended. FAS 133 requires the recognition of all derivatives on the
consolidated balance sheet at fair value and recognition of the resulting gains or losses as adjustments to earnings or other comprehensive income.

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Table of Contents

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. Cintas'
hedging activities are transacted only with highly rated institutions, reducing the exposure to credit risk in the event of nonperformance.

See
Note 7 entitled Long-Term Debt for further information on derivatives and hedging activities.

Other accounting pronouncements.Effective June 1, 2008, Cintas adopted FASB Statement No. 157,Fair Value
Measurements(FAS 157), which defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles (GAAP) and expands
disclosure requirements about fair value
measurements. FASB Staff Position 157-2 delayed the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except those that
are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). For all non-financial assets and liabilities, FAS 157 is effective
for Cintas beginning June 1, 2009. The adoption of FAS 157 for our financial assets and liabilities did not have a material impact on Cintas' results of operation or financial condition.
Cintas' adoption of FAS 157 is more fully described in Note 3 entitled Fair Value Measurements. Cintas does not believe that the adoption of FAS 157 with respect to
non-financial assets and liabilities will materially impact its financial position and results of operation.

In
December 2007, the FASB issued Statement No. 141 (revised 2007),Business Combinations(FAS 141(R)). Under FAS 141(R), an entity
is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that
acquisition-related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes
in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. For Cintas, FAS 141(R) is effective for
acquisitions and adjustments to an acquired entity's deferred tax asset and liability balances occurring after May 31, 2009. The adoption of FAS 141(R) will have an impact on Cintas'
consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the terms and size of the acquisitions consummated after the effective date.

2.  Restructuring and Related Activity

Due to the declining economic conditions which have negatively impacted the U.S. and Canadian economies and Cintas businesses, during
the fourth quarter of fiscal 2009, management initiated certain restructuring activities to eliminate excess capacity and reduce our cost structure. These activities include closing or converting to
branches 16 of our rental processing plants and reducing our workforce by 1,200 employees. We expect these restructuring activities to be completed by May 31, 2010.

During
the fourth quarter of fiscal 2009, Cintas recorded charges of $48,888 in long-lived asset impairment costs, $7,937 in employee termination costs and $2,272 in other exit costs for a
total of $59,097 incurred as a result of this restructuring. These charges by operating segment are described in Note 15 entitled Operating Segment Information.

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Table of Contents

A
progression of our restructuring liability balance, primarily recorded in accrued compensation and related liabilities, at May 31, 2009, is as follows:

Employee
Termination
Costs


Other Exit
Costs


TotalCharge to earnings  fiscal 2009

$
7,937

$
2,272

$
10,209Cash paid  fiscal 2009


(2,022
)




(2,022
)Balance as of May 31, 2009

$
5,915

$
2,272

$
8,187


The charge of $48,888 in long-lived asset impairment costs includes $25,849 in land and buildings of which $10,930 relates to assets held for sale, $18,221 in equipment and
$4,818 in long-lived other assets. Our accounting policy for long-lived assets is described in Note 1 entitled Significant Accounting Policies. The fair value was determined
primarily by using market quoted prices and other prices quoted for similar assets and discounted cash flow models.

Primarily
as a result of these restructuring activities, certain assets totaling $15,744 are categorized at May 31, 2009, as assets held for sale at the lower of their carrying value or fair
value less cost to sell. These assets are in the Rental Uniform and Ancillary Products operating segment and are comprised of $6,268 of land and $9,476 of buildings and improvements.

3.  Fair Value Measurements

Effective June 1, 2008, Cintas adopted FAS 157, which 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. FAS 157 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.


42

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Table of Contents

All financial assets 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 measurement date. These assets measured at fair value on a recurring basis are summarized below:

As of May 31, 2009Level 1


Level 2


Level 3


Fair ValueCash and cash equivalents

$
129,745

$


$


$
129,745Marketable securities


120,393








120,393Accounts receivable, net





78





78Other assets, net


17,105








17,105Total assets at fair value

$
267,243

$
78

$


$
267,321Current accrued liabilities

$


$
253

$


$
253Total liabilities at fair value

$


$
253

$


$
253


Accounts receivable, net, includes foreign currency average rate options. Other assets, net, include retirement assets. Current accrued liabilities include foreign currency forward
contracts.

4.  Marketable Securities

All marketable securities are comprised of fixed income securities and classified as available-for-sale.
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
following is a summary of marketable securities:

2009


2008Cost


Fair Value


Cost


Fair ValueCanadian treasury securities

$
120,403

$
120,393

$
125,626

$
125,471


As
of May 31, 2009, all marketable securities are concentrated in Canada and consist primarily of Canadian treasury securities. These funds are not expected to be repatriated, but instead are
expected to be invested indefinitely in foreign subsidiaries.

Purchases
of marketable securities were $122,652, $43,750 and $30,829 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

The
cost and fair value of marketable securities at May 31, 2009, by contractual maturity, are $120,403 and $120,393, respectively. All contractual maturities are due within one year.

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Table of Contents

5.  Property and Equipment

2009


2008Land

$
77,210

$
94,539Buildings and improvements


444,683


462,799Equipment


1,088,809


1,029,048Leasehold improvements


15,269


16,700Construction in progress


93,834


104,7041,719,805


1,707,790Less: accumulated depreciation


805,178


733,215$
914,627

$
974,575


Interest expense is net of capitalized interest of $2,259, $1,090 and $490 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

6.  Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the fiscal years ended May 31, 2009 and 2008, by operating
segment, are as follows:

Goodwill


Rental
Uniforms &
Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Protection


Document
Management


TotalBalance as of June 1, 2007

$
863,319

$
23,883

$
162,021

$
196,654

$
1,245,877Goodwill (adj.) acquired


(1,034
)




3,523


64,808


67,297Foreign currency translation


1,296


73





1,026


2,395Balance as of May 31, 2008

$
863,581

$
23,956

$
165,544

$
262,488

$
1,315,569Goodwill acquired








1,328


17,340


18,668Foreign currency translation


(1,702
)

(65
)




(1,082
)

(2,849
)Balance as of May 31, 2009

$
861,879

$
23,891

$
166,872

$
278,746

$
1,331,388


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Table of Contents



Service Contracts


Rental
Uniforms &
Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Protection


Document
Management


TotalBalance as of June 1, 2007

$
104,285

$
699

$
45,352

$
21,025

$
171,361Service contracts (adj.) acquired


(19
)




2,682


11,227


13,890Service contracts amortization


(21,510
)

(401
)

(6,090
)

(6,502
)

(34,503
)Foreign currency translation


1,818


30





161


2,009Balance as of May 31, 2008

$
84,574

$
328

$
41,944

$
25,911

$
152,757Service contracts acquired








264


4,252


4,516Service contracts amortization


(16,289
)

(289
)

(6,166
)

(7,613
)

(30,357
)Foreign currency translation


(2,388
)

(39
)




(159
)

(2,586
)Balance as of May 31, 2009

$
65,897

$


$
36,042

$
22,391

$
124,330


Information regarding Cintas' service contracts and other assets follows:

As of May 31, 2009


Carrying
Amount


Accumulated
Amortization


NetService contracts

$
335,473

$
211,143

$
124,330Noncompete and consulting agreements

$
65,683

$
44,320

$
21,363Investments


51,762





51,762Other


10,675


3,467


7,208Total

$
128,120

$
47,787

$
80,333




As of May 31, 2008


Carrying
Amount


Accumulated
Amortization


NetService contracts

$
333,543

$
180,786

$
152,757Noncompete and consulting agreements

$
63,894

$
34,625

$
29,269Investments


46,012





46,012Other


10,790


2,707


8,083Total

$
120,696

$
37,332

$
83,364


Amortization expense was $42,534, $43,337 and $40,745 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively. Estimated amortization expense, excluding any future
acquisitions, for each of the next five years is $39,348, $35,493, $29,363, $13,534 and $10,868, respectively.

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7.  Long-Term Debt

2009


2008Unsecured term notes due through 2036 at an average rate of 6.07%

$
786,627

$
779,652Unsecured notes due through 2009





163,005Other


29


1,149786,656


943,806Less: amounts due within one year


598


1,070$
786,058

$
942,736


Cintas has $68,640 of letters of credit outstanding at May 31, 2009. Maturities of long-term debt during each of the next five years are $598, $609, $647, $225,636
and $8,187, respectively.

Interest
paid, net of amount capitalized, was $49,857, $49,707 and $45,805 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

Cintas
has a commercial paper program supported by a $600,000 long-term credit facility. As of May 31, 2009, there was no commercial paper outstanding. As of May 31, 2008,
there was $163,000 of commercial paper outstanding.

Cintas
periodically uses cash flow hedges to hedge the exposure of variability in interest rates. Such agreements effectively convert a portion of the floating rate debt to a fixed rate basis, thus
reducing the impact of interest rate changes on future interest expense. The effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive
income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the ineffective portion of the hedge are charged to
earnings in the current period. When outstanding, the effectiveness of these derivative instruments is reviewed at least every fiscal quarter. Examples of cash flow hedging instruments that Cintas may
use are interest rate swaps, lock agreements and forward starting swaps. There were no interest rate swaps, lock agreements or forward starting swaps outstanding as of May 31, 2009 or 2008.

Cintas
used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2002, fiscal 2007 and fiscal 2008. The amortization of
the cash flow hedges resulted in a credit to other comprehensive income of $767, $521 and $384 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

To
hedge the exposure of movements in the foreign currency rates, Cintas uses foreign currency hedges. These hedges would reduce the impact on cash flows from movements in the foreign currency
exchange rates. Examples of foreign currency hedge instruments that Cintas may use are average rate options and forward contracts. At May 31, 2009, Cintas had $78 in average rate options
included in accounts receivable, net and $253 in forward contracts included in current accrued liabilities. These instruments reduced foreign currency exchange loss by $1,095 during fiscal 2009.

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

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8.  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 $27,329, $22,560, $17,193, $11,222, $6,812 and $10,839, respectively. Rent expense
under operating leases during the fiscal years ended May 31, 2009, 2008 and 2007, was $37,897, $34,996 and $33,268, respectively.

9.  Income Taxes

Income before income taxes consist of the following components:

2009


2008


2007U.S. operations

$
332,863

$
476,279

$
488,011Foreign operations


28,730


54,425


45,542$
361,593

$
530,704

$
533,553


Income taxes consist of the following components:

2009


2008


2007Current:Federal

$
135,909

$
171,927

$
184,363State and local


18,962


17,225


16,181154,871


189,152


200,544Deferred


(19,635
)

6,147


(1,529
)$
135,236

$
195,299

$
199,015


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

2009


2008


2007Income taxes at the U.S. federal statutory rate

$
126,558

$
185,746

$
186,744State and local income taxes, net of federal benefit


9,062


12,832


10,602Other


(384
)

(3,279
)

1,669$
135,236

$
195,299

$
199,015


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Table of Contents

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

2009


2008Deferred tax assets:Employee benefits

$
102

$
8,100Allowance for doubtful accounts


6,211


4,589Inventory obsolescence


17,877


8,793Insurance and contingencies


15,492


10,753Other


23,192


16,82062,874


49,055Deferred tax liabilities:In service inventory


7,743


8,248Property


76,482


66,339Intangibles


58,538


51,993State taxes and other


2,775


7,249145,538


133,829Net deferred tax liability

$
82,664

$
84,774


Income taxes paid were $187,150, $180,634 and $220,740 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

Cintas
has undistributed earnings of foreign subsidiaries of approximately $181,556 at May 31, 2009, for which deferred taxes have not been provided. Such earnings are considered indefinitely
invested in the foreign subsidiaries. If such earnings were repatriated, additional tax expense may result. The current calculation of such additional taxes is not practicable.

Cintas
adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement
No. 109(FIN 48) in fiscal 2008. FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements. Under FIN 48, 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. FIN 48 also provides guidance on derecognition, classification, interest and
penalties on income taxes, accounting in interim periods and requires increased disclosures. As a result of the adoption of FIN 48, Cintas recorded a decrease to retained earnings as of
June 1, 2007, and a corresponding increase in long-term accrued liabilities of $13,731, inclusive of associated interest and penalties.

As
of May 31, 2009 and May 31, 2008, there was $26,261 and $27,861, 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, 2009 and May 31, 2008, was $15,739 and $15,850, respectively. Cintas records the
tax liability under FIN 48 in both current and long-term accrued liabilities on the consolidated balance sheets.

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Table of Contents

In
the normal course of business, Cintas provides for uncertain tax positions and the related interest, and adjusts its unrecognized tax benefits and accrued interest accordingly. During fiscal 2009,
unrecognized tax benefits related to continuing operations decreased by $18,682 and accrued interest decreased by $565.

A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at June 1, 2007

$
112,658Additions based on tax positions related to the current year


1,554Additions for tax positions of prior years


4,465Settlements


(87
)Statute expirations


(3,261
)Balance at May 1, 2008

$
115,329Additions based on tax positions related to the current year


1,525Additions for tax positions of prior years


1,989Settlements


(3,120
)Statute expirations


(20,558
)Balance at May 31, 2009

$
95,165


The majority of Cintas' operations are in the United States and Canada. 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 2005. 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 2000. Based on the resolution of the various audits, it is reasonably possible that the balance of unrecognized tax benefits could decrease by $1,346 for
the fiscal year ended May 31, 2010.

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Table of Contents

10.  Acquisitions

For all acquisitions accounted for as purchases, the purchase price paid for each has been allocated to the fair value of the assets
acquired and liabilities assumed. During fiscal 2009, Cintas acquired three First Aid, Safety and Fire Protection Services operating segment businesses and twelve Document Management Services
operating segment businesses. During fiscal 2008, Cintas acquired one Rental Uniforms and Ancillary Products operating segment business, nine First Aid, Safety and Fire Protection Services
operating segment businesses and twenty Document Management Services operating segment businesses. The following summarizes the aggregate purchase price for all businesses acquired:

2009


2008Fair value of tangible assets acquired

$
6,546

$
13,587Fair value of goodwill acquired


19,024


67,758Fair value of service contracts acquired


4,085


13,596Fair value of other intangibles acquired


2,288


5,429Total fair value of assets acquired


31,943


100,370Fair value of liabilities assumed and incurred


574


(11,165
)Total cash paid for acquisitions

$
31,369

$
111,535


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.

11.  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 employees who have completed one year of service. The Plan also includes a 401(k) savings feature covering substantially all U.S. employees. 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 $23,400, $28,700 and $27,900 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

Cintas
also has a non-contributory deferred profit sharing plan (DPSP), which covers substantially all Canadian employees. 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 $1,086, $1,500 and $1,239 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

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Table of Contents

12.  Earnings per Share

Earnings per share are computed in accordance with FASB Statement No. 128,Earnings per
Share.The basic computations are based on the weighted average number of common shares outstanding during each period. The diluted computations reflect the potential dilution
that could occur if stock options were exercised into common stock, under certain circumstances, that then would share in the earnings of Cintas.

The
following table represents a reconciliation of the shares used to calculate basic and diluted earnings per share for the respective years:

2009


2008


2007Numerator:Net income

$
226,357

$
335,405

$
334,538Denominator:Denominator for basic earnings per share  weighted average shares (000's)


152,942


155,678


159,769Effect of dilutive securities  employee stock options (000's)


424


252


418Denominator for diluted earnings per share  adjusted weighted average shares and assumed conversions (000's)


153,366


155,930


160,187Basic earnings per share

$
1.48

$
2.15

$
2.09Diluted earnings per share

$
1.48

$
2.15

$
2.09


13.  Stock-Based Compensation

Under the 2005 Equity Compensation Plan adopted by Cintas in fiscal 2006, Cintas may grant officers and key employees 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. The compensation cost charged against income was $11,953, $7,456 and $4,500 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively. The amount recorded in
fiscal 2007 reflects a cumulative catch-up adjustment of $2,169 ($2,088
after tax), due to a change in the estimated forfeitures for certain existing stock option and restricted stock grants. Basic and diluted earnings per share for the year ended May 31, 2007, are
both $.01 higher, respectively, due to this change in estimated forfeitures. The total income tax benefit recognized in the consolidated income statement for share-based compensation arrangements was
$2,809, $2,022 and $1,413 for the fiscal years ended May 31, 2009, 2008 and 2007, respectively.

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Table of Contents

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:

2009


2008


2007Risk-free interest rate


4.5
%

4.5
%

4.0
%Dividend yield


1.0
%

0.8
%

0.7
%Expected volatility of Cintas' common stock


30.0
%

30.0
%

38.0
%Expected life of the option in years


7.5


8.5


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 2009, 2008 and 2007 was $10.17,
$15.89 and $16.01, respectively.

The
information presented in the following table relates primarily to stock options granted and outstanding under either the plan adopted in fiscal 2006 or under previously adopted plans:

Shares


Weighted
Average
Exercise PriceOutstanding, May 31, 2006 (2,718,180 shares exercisable)


6,535,404

$
40.08Granted


1,226,855


38.05Canceled


(720,927
)

41.47Exercised


(392,728
)

22.40Outstanding, May 31, 2007 (2,316,157 shares exercisable)


6,648,604


40.60Granted


1,005,200


30.99Canceled


(745,197
)

40.15Exercised


(259,839
)

24.07Outstanding, May 31, 2008 (2,041,837 shares exercisable)


6,648,768


39.85Granted


539,039


23.62Canceled


(828,383
)

36.47Exercised





Outstanding, May 31, 2009 (1,914,710 shares exercisable)


6,359,424

$
38.91


There were no stock options exercised during the year ended May 31, 2009. The total cash received from employees as a result of employee stock option exercises for the fiscal
years ended May 31, 2008 and 2007 was $4,430 and $5,023, respectively.

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The
fair value of stock options vested during fiscal 2009 is $3,458.

The
following table summarizes the information related to stock options outstanding at May 31, 2009:

Outstanding Options


Exercisable OptionsRange of
Exercise Prices


Number
Outstanding


Average
Remaining
Option Life


Weighted
Average
Exercise Price


Number
Exercisable


Weighted
Average
Exercise Price$ 20.29  $ 39.19


1,771,714


8.13

$
29.35


118,913

$
34.7039.29    41.65


1,596,383


4.80


40.29


605,470


41.1241.72    42.06


1,219,027


3.83


42.03


337,827


41.9542.19    53.19


1,772,300


4.16


44.83


852,500


45.49$ 20.29  $ 53.19


6,359,424


5.37

$
38.91


1,914,710

$
42.81


At May 31, 2009, the aggregate intrinsic value of stock options outstanding and exercisable was $52 and $0, respectively.

The
weighted-average remaining contractual term of stock options exercisable is 2.3 years.

Restricted Stock Awards

Restricted stock awards will consist of Cintas' common stock which 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.

The
information presented in the following table relates to restricted stock awards granted and outstanding under the plan adopted in fiscal 2006:

Shares


Weighted
Average
Exercise PriceOutstanding, unvested grants at May 31, 2006


128,075

$
36.08Granted


251,011


38.11Canceled


(49,662
)

37.92Vested





Outstanding, unvested grants at May 31, 2007


329,424


37.35Granted


240,086


30.05Canceled


(35,879
)

38.16Vested





Outstanding, unvested grants at May 31, 2008


533,631


34.01Granted


502,821


26.66Canceled


(52,583
)

32.99Vested


(2,500
)

36.08Outstanding, unvested grants at May 31, 2009


981,369

$
30.29


The remaining unrecognized compensation cost related to unvested stock options and restricted stock at May 31, 2009, was $45,348, and the weighted-average period of time over
which this cost will be recognized is 3.3 years.

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Table of Contents

Cintas
reserves shares of common stock to satisfy share option exercises and/or future restricted stock grants. At May 31, 2009, 11,573,249 shares of common stock are reserved for future
issuance under the 2005 Equity Compensation Plan.

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

Cintas
is a defendant in a purported class action lawsuit,Paul Veliz, et al. v. Cintas Corporation, filed on March 19, 2003, in the United States
District Court, Northern District of California, Oakland Division, alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom
Cintas considers exempt employees, and asserting additional related ERISA claims. On April 5, 2004 and February 14, 2006, the court stayed the claims of all plaintiffs with valid
arbitration agreements pending arbitration of those claims. On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws:
Arkansas, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington, West Virginia and Wisconsin. The plaintiffs are seeking
unspecified monetary damages, injunctive relief or both. Cintas denies these claims and is defending the plaintiffs' allegations. On February 14, 2006, the court permitted plaintiffs to
file a second amended complaint alleging state law claims in the 15 states listed above only with respect to the putative class members that may litigate their claims in court. On
April 30, 2009, plaintiff filed a statement with the court indicating that plaintiffs do not intend to pursue class certification for any of their state law claims other than those arising
under California law. Plaintiffs have yet to identify a representative plaintiff for their California class claims. No determination has been made by the court or an arbitrator regarding class
certification. There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class. If a court or arbitrator certifies a
class in this action and there is an adverse verdict on the merits, or in the event of a negotiated settlement of the action, the resulting liability and/or any increased costs of operations on an
ongoing basis could be material to Cintas. Any estimated liability relating to this lawsuit is not determinable at this time.

Cintas
also 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. TheSerranoplaintiffs allege 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 theSerranolawsuit. TheSerranoplaintiffs seek injunctive relief, compensatory damages, punitive
damages, attorneys' fees and other remedies. Cintas is a defendant in another purported class action lawsuit,Blanca Nelly Avalos, et al. v. Cintas Corporation
(Avalos), currently pending in the United States District Court, Eastern District of Michigan, Southern Division. Ms. Avalos' claims have been dismissed, but her putative
class complaint remains pending. TheAvalosplaintiffs allege 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. TheAvalosplaintiffs seek injunctive relief,
compensatory damages, punitive damages, attorneys' fees and other remedies. The claims inAvalosoriginally were brought in the previously disclosed
lawsuit captionedRobert 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 April 27, 2005, the EEOC intervened in the claims asserted inRamirez. On May 11, 2006,
theRamirezandAvalosAfrican-American, Hispanic and female failure to hire into service sales
representative positions claims and the

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EEOC's
intervention were consolidated for pretrial purposes with theSerranocase and transferred to the United States District Court for the Eastern
District of Michigan, Southern Division. The consolidated case is known asMirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation
(Serrano/Avalos). On October 27, 2008, the United States District Court in the Eastern District of Michigan granted a summary judgment in favor of Cintas limiting the
scope of the putative class in theSerranolawsuit 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 theSerranolawsuit. 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/Avaloslawsuits. On February 24,
 2006, a motion to intervene inSerranowas filed by
intervening plaintiffs Colleen Grindle, et al., on behalf of a subclass of female employees at Cintas' Perrysburg, Ohio, rental location who allegedly were denied hire, promotion, or transfer to
service sales representative positions. On March 24, 2006, the plaintiffs Colleen Grindle, et al., withdrew their motion to intervene without prejudice. On February 20, 2007, the
plaintiffs Colleen Grindle, et al., filed a separate lawsuit in the Court of Common Pleas, Wood County, Ohio, captionedColleen Grindle, et al. v. Cintas Corporation
(Grindle), on behalf of a class of female employees at Cintas' Perrysburg, Ohio, location who allegedly were denied hire, promotion, or transfer to service sales representative
positions on the basis of their gender. TheGrindleplaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys' fees and other
remedies. On May 19, 2009, theGrindleplaintiffs dismissed their class action allegations. The non-service sales representative hiring
claims in the previously disclosedRamirezcase had been ordered by the United States District Court for the Northern District of California, San
Francisco Division to arbitration and their claims had been stayed pending the completion of arbitration. TheRamirezpurported class action claims
included allegations that Cintas failed to promote Hispanics into supervisory positions, discriminated against African-Americans and Hispanics in service sales representative route assignments and
discriminated against African-Americans in hourly pay in Cintas' Rental division only throughout the United States. TheRamirezplaintiffs sought
injunctive relief, compensatory damages, punitive damages, attorneys' fees and other remedies. In addition, a class action lawsuit,Larry Houston, et al. v. Cintas Corporation
(Houston),was filed on August 3, 2005, in the United States District Court for the Northern District of California on behalf of African-American managers alleging racial
discrimination. On November 22, 2005, the court entered an order consolidatingHoustonwithRamirezand ordered the named plaintiffs inHoustonto arbitrate all of their claims for monetary damages with the previously filed Ramirezarbitration. On
March 16, 2009, the plaintiffs inRamirezand Houstonagreed to voluntarily dismiss all class claims in the case with prejudice and the arbitrator
entered an order dismissing all class claims in the
consolidated arbitration. On April 3, 2009, the United States District Court for the Northern District of California entered an order affirming the arbitrator's decision to dismiss the class
claims inRamirezandHoustonwith prejudice, and thereby relinquished his jurisdiction over the individual
plaintiffs' class claims.

On
July 17, 2008, Manville Personal Injury Settlement Trust filed a purported shareholder derivative lawsuit in the Court of Common Pleas, Hamilton County, Ohio, captioned Manville Personal Injury Settlement Trust v. Richard
T. Farmer, et al., A0806822against certain directors and officers, alleging that they breached their
fiduciary duties to Cintas by consciously failing to cause Cintas to comply with worker safety and employment-related laws and regulations. Cintas is named as a nominal defendant in the case. The
complaint contends that, as a consequence of such alleged breach of duty, Cintas suffered substantial monetary losses and other injuries and seeks, among other things, an award of compensatory
damages, other non-monetary remedies and expenses.

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

55

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Table of Contents

15.  Operating Segment Information

Cintas classifies its businesses into four operating segments in accordance with the criteria set forth in FASB Statement
No. 131,Disclosures about Segments of an Enterprise and Related Information. The Rental Uniforms and Ancillary Products operating segment reflects
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 and
hygiene products and services are also provided within this operating segment. The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded
promotional products. The First Aid, Safety and Fire
Protection Services operating segment consists of first aid, safety and fire protection products and services. The Document Management Services operating segment consists of document destruction,
document imaging and document retention services.

As
described more fully in Note 2 entitled Restructuring and Related Activity, Cintas recorded a charge of $59,097 related to restructuring activities and impairment of long-lived
assets in the quarter ended May 31, 2009. The total charges due to the restructuring activities and impairment of long-lived assets for the Rental Uniforms and Ancillary Products,
Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services operating segments is $52,986, $4,682, $1,107 and $322, respectively.

56

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Table of Contents

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.

Rental
Uniforms
& Ancillary
Products


Uniform
Direct
Sales


First Aid,
Safety &
Fire
Protection


Document
Management


Corporate


TotalMay 31, 2009Revenue

$
2,755,015

$
428,369

$
378,097

$
213,204

$


$
3,774,685Gross margin

$
1,192,785

$
106,033

$
144,180

$
107,873

$


$
1,550,871Selling and admin. expenses


769,275


98,131


127,126


88,177





1,082,709Restructuring charges


8,782


547


564


316





10,209Impairment of long-lived assets


44,204


4,135


543


6





48,888Interest income














(2,764
)

(2,764
)Interest expense














50,236


50,236Income before income taxes

$
370,524

$
3,220

$
15,947

$
19,374

$
(47,472
)
$
361,593Depreciation and amortization

$
140,448

$
6,950

$
18,282

$
34,426

$


$
200,106Capital expenditures

$
114,423

$
14,582

$
8,312

$
22,775

$


$
160,092Total assets

$
2,533,406

$
140,826

$
324,158

$
472,423

$
250,138

$
3,720,951May 31, 2008Revenue

$
2,834,568

$
517,490

$
403,552

$
182,290

$


$
3,937,900Gross margin

$
1,252,951

$
168,210

$
160,823

$
99,616

$


$
1,681,600Selling and admin. expenses


801,691


103,444


125,185


73,825





1,104,145Interest income














(6,072
)

(6,072
)Interest expense














52,823


52,823Income before income taxes

$
451,260

$
64,766

$
35,638

$
25,791

$
(46,751
)
$
530,704Depreciation and amortization

$
139,781

$
7,072

$
17,483

$
27,567

$


$
191,903Capital expenditures

$
140,838

$
6,454

$
12,043

$
30,998

$


$
190,333Total assets

$
2,620,138

$
205,638

$
345,479

$
445,651

$
191,695

$
3,808,601May 31, 2007Revenue

$
2,734,629

$
501,443

$
362,417

$
108,411

$


$
3,706,900Gross margin

$
1,219,444

$
160,676

$
144,439

$
56,796

$


$
1,581,355Selling and admin. expenses


757,058


97,361


106,171


49,592


(6,224
)

1,003,958Interest income














(6,480
)

(6,480
)Interest expense














50,324


50,324Income before income taxes

$
462,386

$
63,315

$
38,268

$
7,204

$
(37,620
)
$
533,553Depreciation and amortization

$
135,207

$
6,548

$
14,943

$
19,228

$


$
175,926Capital expenditures

$
132,857

$
7,955

$
11,384

$
28,628

$


$
180,824Total assets

$
2,567,070

$
183,373

$
330,735

$
333,889

$
155,413

$
3,570,480


57

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Table of Contents

16.  Quarterly Financial Data (Unaudited)

As described more fully in Note 2 entitled Restructuring and Related Activity, we recorded a charge of $59,097 related to
restructuring activities and impairment of long-lived
assets in the quarter ended May 31, 2009. The following is a summary of the results of operation for each of the quarters within the fiscal years ended May 31, 2009 and 2008:

May 31, 2009


First
Quarter


Second
Quarter


Third
Quarter


Fourth
QuarterRevenue

$
1,002,179

$
985,184

$
908,639

$
878,683Gross margin

$
425,083

$
415,000

$
376,437

$
334,351Net income

$
78,636

$
71,838

$
71,811

$
4,072Basic earnings per share

$
.51

$
.47

$
.47

$
.03Diluted earnings per share

$
.51

$
.47

$
.47

$
.03Weighted average number of shares outstanding (000's)


153,394


152,788


152,993


152,790




May 31, 2008


First
Quarter


Second
Quarter


Third
Quarter


Fourth
QuarterRevenue

$
969,128

$
983,865

$
975,952

$
1,008,955Gross margin

$
417,372

$
420,568

$
411,225

$
432,435Net income

$
81,063

$
82,853

$
81,828

$
89,661Basic earnings per share

$
.51

$
.53

$
.53

$
.58Diluted earnings per share

$
.51

$
.53

$
.53

$
.58Weighted average number of shares outstanding (000's)


158,771


156,563


153,679


153,686


58

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Table of Contents

17.  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 $775,000 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 condensed consolidating financial statements has been fully consolidated in Cintas' consolidated financial statements. The 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

Fiscal Year Ended May 31, 2009


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedRevenue:Rental uniforms and ancillary products

$


$
2,101,857

$
569,780

$
175,711

$
(92,333
)
$
2,755,015Other services





1,295,603


397,426


60,414


(733,773
)

1,019,670Equity in net income of affiliates


226,357











(226,357
)

226,357


3,397,460


967,206


236,125


(1,052,463
)

3,774,685Costs and expenses (income):Cost of rental uniforms and ancillary products





1,242,048


368,125


106,856


(154,799
)

1,562,230Cost of other services





958,634


348,159


38,449


(683,658
)

661,584Selling and administrative expenses





1,051,221


(27,889
)

57,953


1,424


1,082,709Restructuring charges





6,575


3,531


103





10,209Impairment of long-lived assets





25,713


17,328


5,847





48,888Operating income


226,357


113,269


257,952


26,917


(215,430
)

409,065Interest income








(930
)

(1,834
)




(2,764
)Interest expense (income)





53,197


(2,982
)

21





50,236Income before income taxes


226,357


60,072


261,864


28,730


(215,430
)

361,593Income taxes





17,152


110,001


8,083





135,236Net income

$
226,357

$
42,920

$
151,863

$
20,647

$
(215,430
)
$
226,357


59

---



Table of Contents

Condensed Consolidating Income Statement

Fiscal Year Ended May 31, 2008


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedRevenue:Rental uniforms and ancillary products

$


$
2,059,920

$
578,426

$
197,333

$
(1,111
)
$
2,834,568Other services





1,418,749


536,881


66,873


(919,171
)

1,103,332Equity in net income of affiliates


335,405











(335,405
)

335,405


3,478,669


1,115,307


264,206


(1,255,687
)

3,937,900Costs and expenses (income):Cost of rental uniforms and ancillary products





1,262,373


372,225


115,822


(168,802
)

1,581,618Cost of other services





928,838


456,759


41,750


(752,665
)

674,682Selling and administrative expenses





1,078,984


(27,702
)

57,239


(4,376
)

1,104,145Operating income


335,405


208,474


314,025


49,395


(329,844
)

577,455Interest income








(1,450
)

(4,622
)




(6,072
)Interest expense (income)





54,153


(7,107
)

5,777





52,823Income before income taxes


335,405


154,321


322,582


48,240


(329,844
)

530,704Income taxes





57,779


120,776


16,744





195,299Net income

$
335,405

$
96,542

$
201,806

$
31,496

$
(329,844
)
$
335,405


Condensed Consolidating Income Statement

Fiscal Year Ended May 31, 2007


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedRevenue:Rental uniforms and ancillary products

$


$
2,009,095

$
554,595

$
171,634

$
(695
)
$
2,734,629Other services





1,337,319


543,535


57,625


(966,208
)

972,271Equity in net income of affiliates


334,538











(334,538
)

334,538


3,346,414


1,098,130


229,259


(1,301,441
)

3,706,900Costs and expenses (income):Cost of rental uniforms and ancillary products





1,249,798


333,004


102,133


(169,750
)

1,515,185Cost of other services





1,015,381


352,099


35,424


(792,544
)

610,360Selling and administrative expenses





891,836


70,341


48,817


(7,036
)

1,003,958Operating income


334,538


189,399


342,686


42,885


(332,111
)

577,397Interest income





(2,628
)

(528
)

(3,324
)




(6,480
)Interest expense (income)





50,981


(6,307
)

5,650





50,324Income before income taxes


334,538


141,046


349,521


40,559


(332,111
)

533,553Income taxes





52,853


130,972


15,190





199,015Net income

$
334,538

$
88,193

$
218,549

$
25,369

$
(332,111
)
$
334,538


60

---





Table of Contents

Condensed Consolidating Balance Sheet

As of May 31, 2009


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$


$
39,397

$
76,979

$
13,369

$


$
129,745Marketable securities











120,393





120,393Accounts receivable, net





275,878


88,158


21,944


(28,302
)

357,678Inventories, net





194,604


2,505


8,248


(3,006
)

202,351Uniforms and other rental items in service





258,766


76,167


20,998


(20,484
)

335,447Income taxes, current





3,172


15,865


6,475





25,512Deferred tax asset (liability)








67,298


(930
)




66,368Prepaid expenses





6,178


9,473


1,384





17,035Assets held for sale








15,744








15,744Total current assets





777,995


352,189


191,881


(51,792
)

1,270,273Property and equipment, at cost, net





636,348


227,325


50,954





914,627Goodwill








1,293,559


37,829





1,331,388Service contracts, net





118,459


1,658


4,213





124,330Other assets, net


1,876,863


1,598,027


1,782,517


336,264


(5,513,338
)

80,333$
1,876,863

$
3,130,829

$
3,657,248

$
621,141

$
(5,565,130
)
$
3,720,951Liabilities and Shareholders' EquityCurrent liabilities:Accounts payable

$
(465,247
)
$
162,162

$
371,731

$
(20,013
)
$
21,332

$
69,965Accrued compensation and related liabilities





32,119


14,296


1,999





48,414Accrued liabilities





43,066


147,841


8,439


(858
)

198,488Long-term debt due within one year





749


68





(219
)

598Total current liabilities


(465,247
)

238,096


533,936


(9,575
)

20,255


317,465Long-term liabilities:Long-term debt due after one year





796,351


241


24,511


(35,045
)

786,058Deferred income taxes








145,444


3,588





149,032Accrued liabilities








100,987








100,987Total long-term liabilities





796,351


246,672


28,099


(35,045
)

1,036,077Total shareholders' equity


2,342,110


2,096,382


2,876,640


602,617


(5,550,340
)

2,367,409$
1,876,863

$
3,130,829

$
3,657,248

$
621,141

$
(5,565,130
)
$
3,720,951


61

---



Table of Contents

Condensed Consolidating Balance Sheet

As of May 31, 2008


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$


$
37,472

$
7,851

$
20,901

$


$
66,224Marketable securities











125,471





125,471Accounts receivable, net





313,050


119,592


28,703


(31,267
)

430,078Inventories, net





218,109


18,349


8,928


(6,717
)

238,669Uniforms and other rental items in service





288,493


85,753


23,923


(27,753
)

370,416Deferred tax asset (liability)








41,664


(2,254
)




39,410Prepaid expenses





5,048


5,876


1,144





12,068Total current assets





862,172


279,085


206,816


(65,737
)

1,282,336Property and equipment, at cost, net





678,239


236,519


59,817





974,575Goodwill








1,279,819


35,750





1,315,569Service contracts, net





145,115


2,612


5,030





152,757Other assets, net


1,736,604


1,608,496


1,751,433


369,232


(5,382,401
)

83,364$
1,736,604

$
3,294,022

$
3,549,468

$
676,645

$
(5,448,138
)
$
3,808,601Liabilities and Shareholders' EquityCurrent liabilities:Accounts payable

$
(465,247
)
$
292,027

$
255,399

$
(6,000
)
$
18,576

$
94,755Accrued compensation and related liabilities





29,919


18,210


2,476





50,605Accrued liabilities





54,260


146,669


7,916


(920
)

207,925Income taxes, current





340


12,686


(139
)




12,887Long-term debt due within one year





698


574





(202
)

1,070Total current liabilities


(465,247
)

377,244


433,538


4,253


17,454


367,242Long-term liabilities:Long-term debt due after one year





952,595


893


27,213


(37,965
)

942,736Deferred income taxes








118,479


5,705





124,184Accrued liabilities








120,308








120,308Total long-term liabilities





952,595


239,680


32,918


(37,965
)

1,187,228Total shareholders' equity


2,201,851


1,964,183


2,876,250


639,474


(5,427,627
)

2,254,131$
1,736,604

$
3,294,022

$
3,549,468

$
676,645

$
(5,448,138
)
$
3,808,601


62

---





Table of Contents

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended May 31, 2009


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedCash flows from operating activities:Net income

$
226,357

$
42,920

$
151,863

$
20,647

$
(215,430
)
$
226,357Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation





111,242


38,289


8,041





157,572Amortization





39,637


1,115


1,782





42,534Impairment of long-lived assets





25,713


18,222


4,953





48,888Stock-based compensation


11,953














11,953Deferred income taxes








1,429


(2,603
)




(1,174
)Changes in current assets and liabilities, net of acquisitions of businesses:Accounts receivable





37,582


31,432


5,100


(2,965
)

71,149Inventories





23,521


15,843


(517
)

(3,711
)

35,136Uniforms and other rental items in service





29,220


7,859


(149
)

(7,269
)

29,661Prepaid expenses





(1,131
)

(3,597
)

(221
)




(4,949
)Accounts payable





(115,841
)

101,999


(13,474
)

2,756


(24,560
)Accrued compensation and related liabilities





2,141


(3,917
)

(236
)




(2,012
)Accrued liabilities





(11,594
)

(19,038
)

1,579


62


(28,991
)Income taxes receivable





(3,461
)

(28,551
)

(6,030
)




(38,042
)Net cash provided by (used in) operating activities


238,310


179,949


312,948


18,872


(226,557
)

523,522Cash flows from investing activities:Capital expenditures





(91,914
)

(59,925
)

(8,253
)




(160,092
)Proceeds from sale or redemption of marketable securities











116,433





116,433Purchase of marketable securities and investments





1,912


13,691


(122,652
)

(21,353
)

(128,402
)Acquisitions of businesses, net of cash acquired





(21,561
)




(9,348
)




(30,909
)Other, net


(140,259
)

88,792


(193,727
)

(64
)

245,007


(251
)Net cash (used in) provided by investing activities


(140,259
)

(22,771
)

(239,961
)

(23,884
)

223,654


(203,221
)Cash flows from financing activities:Proceeds from issuance of debt





7,500











7,500Repayment of debt





(163,693
)

(3,859
)




2,903


(164,649
)Stock options exercised

















Dividends paid


(72,207
)













(72,207
)Repurchase of common stock


(25,847
)













(25,847
)Other


3


767





85





855Net cash (used in) provided by financing activities


(98,051
)

(155,426
)

(3,859
)

85


2,903


(254,348
)Effect of exchange rate changes on cash & cash equivalents





173





(2,605
)




(2,432
)Net increase (decrease) in cash and cash equivalents





1,925


69,128


(7,532
)




63,521Cash and cash equivalents at beginning of period





37,472


7,851


20,901





66,224Cash and cash equivalents at end of period

$


$
39,397

$
76,979

$
13,369

$


$
129,745


63

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Table of Contents

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended May 31, 2008


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedCash flows from operating activities:Net income

$
335,405

$
96,542

$
201,806

$
31,496

$
(329,844
)
$
335,405Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation





97,366


42,730


8,470





148,566Amortization





39,762


1,303


2,272





43,337Stock-based compensation


7,456














7,456Deferred income taxes








1,380


283





1,663Changes in current assets and liabilities, net of acquisitions of businesses:Accounts receivable





(9,760
)

(10,217
)

(2,630
)

7,668


(14,939
)Inventories





(9,703
)

5,053


(587
)

(863
)

(6,100
)Uniforms and other rental items in service





(14,890
)

(3,183
)

(1,083
)

(4,698
)

(23,854
)Prepaid expenses





318


3,630


(118
)




3,830Accounts payable





2,149,538


(2,139,010
)

27,909


(7,870
)

30,567Accrued compensation and related liabilities





(17,793
)

6,022


(659
)




(12,430
)Accrued liabilities





20,651


(753
)

486


14


20,398Income taxes (receivable) payable





(386
)

11,123


(1,896
)




8,841Net cash provided by (used in) operating activities


342,861


2,351,645


(1,880,116
)

63,943


(335,593
)

542,740Cash flows from investing activities:Capital expenditures





(121,909
)

(60,818
)

(7,606
)




(190,333
)Proceeds from sale or redemption of marketable securities








37,663


8,128





45,791Purchase of marketable securities and investments





(1,530,460
)

(371,128
)

(42,921
)

1,890,011


(54,498
)Acquisitions of businesses, net of cash acquired





(93,773
)

(41
)

(17,721
)




(111,535
)Other, net


(84,965
)

(671,455
)

2,308,662


(6
)

(1,552,636
)

(400
)Net cash (used in) provided by investing activities


(84,965
)

(2,417,597
)

1,914,338


(60,126
)

337,375


(310,975
)Cash flows from financing activities:Proceeds from issuance of debt





295,000











295,000Repayment of debt





(229,090
)

(1,537
)




(1,782
)

(232,409
)Stock options exercised


8,371














8,371Dividends paid


(70,831
)













(70,831
)Repurchase of common stock


(191,479
)













(191,479
)Other


(3,957
)

(7,319
)




(80
)




(11,356
)Net cash (used in) provided by financing activities


(257,896
)

58,591


(1,537
)

(80
)

(1,782
)

(202,704
)Effect of exchange rate changes on cash & cash equivalents





578





1,225





1,803Net (decrease) increase in cash and cash equivalents





(6,783
)

32,685


4,962





30,864Cash and cash equivalents at beginning of period





44,255


(24,834
)

15,939





35,360Cash and cash equivalents at end of period

$


$
37,472

$
7,851

$
20,901

$


$
66,224


64

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Table of Contents

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended May 31, 2007


Cintas
Corporation


Corp. 2


Subsidiary
Guarantors


Non-
Guarantors


Eliminations


Cintas
Corporation
ConsolidatedCash flows from operating activities:Net income

$
334,538

$
88,193

$
218,549

$
25,369

$
(332,111
)
$
334,538Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation





96,145


32,371


6,665





135,181Amortization





23,349


15,079


2,317





40,745Stock-based compensation


4,500














4,500Deferred income taxes





(10,263
)

9,072


859





(332
)Changes in current assets and liabilities, net of acquisitions of businesses:Accounts receivable





(13,456
)

(7,148
)

(2,237
)

11,381


(11,460
)Inventories





(31,593
)

1,328


712


(2,537
)

(32,090
)Uniforms and other rental items in service





(1,049
)

(5,192
)

(836
)

109


(6,968
)Prepaid expenses





(3,229
)

(845
)

(428
)




(4,502
)Accounts payable





(210,868
)

199,229


15,552


(11,567
)

(7,654
)Accrued compensation and related liabilities





7,356


5,016


228





12,600Accrued liabilities





5,429


3,859


(275
)

15


9,028Income taxes receivable





(3,495
)

(21,173
)

(480
)




(25,148
)Net cash provided by (used in) operating activities


339,038


(53,481
)

450,145


47,446


(334,710
)

448,438Cash flows from investing activities:Capital expenditures





(106,396
)

(63,606
)

(10,822
)




(180,824
)Proceeds from sale or redemption of marketable securities





120,365





(2,191
)




118,174Purchase of marketable securities and investments





(12,247
)

(17,346
)

(30,051
)

11,129


(48,515
)Acquisitions of businesses, net of cash acquired





(81,212
)

(79,192
)

(303
)




(160,707
)Other, net


(82,809
)

49,477


(292,970
)

325


324,141


(1,836
)Net cash (used in) provided by investing activities


(82,809
)

(30,013
)

(453,114
)

(43,042
)

335,270


(273,708
)Cash flows from financing activities:Proceeds from issuance of debt





250,000


2,460








252,460Repayment of debt





(169,049
)

(378
)




(560
)

(169,987
)Stock options exercised


10,863














10,863Dividends paid


(61,996
)













(61,996
)Repurchase of common stock


(198,949
)













(198,949
)Other, net


(6,147
)

(5,591
)




110





(11,628
)Net cash (used in) provided by financing activities


(256,229
)

75,360


2,082


110


(560
)

(179,237
)Effect of exchange rate changes on cash & cash equivalents











953





953Net (decrease) increase in cash and cash equivalents





(8,134
)

(887
)

5,467





(3,554
)Cash and cash equivalents at beginning of period





9,461


8,674


20,779





38,914Cash and cash equivalents at end of period

$


$
1,327

$
7,787

$
26,246

$


$
35,360


65

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Table of Contents

Item 9.  Changes in and Disagreements withAccountants on Accounting and Financial Disclosure

Nothing to report.

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 Rule 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934) as of May 31, 2009. 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, 2009, in ensuring (i) information required to be disclosed by Cintas in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) information required to be disclosed
by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas' management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There were no changes in Cintas' internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. See "Management's Report on Internal Control over Financial Reporting" and "Report of Independent Registered Public Accounting Firm" in Item 8 preceding Cintas'
financial statements.

Item 9B.  Other Information

Nothing to report.

66

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Table of Contents

Part III

Items 10,
11, 12, 13 and 14 of Part III are incorporated by reference to the Registrant's Proxy Statement for its 2009 Annual Shareholders' Meeting to be filed with the Commission
pursuant to Regulation 14A.

The
information called for by Item 12 relating to "Securities Authorized for Issuance under Equity Compensation Plans" is set forth in the table below:

Securities Authorized for Issuance Under Equity Compensation Plans

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 plansEquity compensation plans approved by shareholders


6,359,424

$
38.91


11,573,249Equity compensation plans not approved by shareholders








Total


6,359,424

$
38.91


11,573,249


(1) Excludes 981,369 unvested restricted stock units.

67

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Table of Contents

Part IV

Item 15.  Exhibits and Financial Statement Schedules

(a) (1)

Financial Statements. All financial statements required to be filed by Item 8 of this Form and included in this 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, 2009.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.




Exhibit
Number

Description of Exhibit3.1

Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to Cintas' Form S-3 Registration Statement 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 5-1/8% Senior Note due 2007 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)4.3

Form of 6% Senior Note due 2012 (Incorporated by reference to Cintas' Form 10-Q for the quarter ended February 28, 2005.)4.4

Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas' Form 8-K dated August 17, 2006.)10.1*

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.)10.2*

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.)10.3*

1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2000.)10.4*

Directors' Deferred Compensation Plan (Incorporated by reference to Cintas' Form 10-Q for the quarter ended November 30, 2001.)10.5*

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


68

---



Table of Contents

10.6*

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.)10.7*

President and CEO Executive Compensation Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.)10.8*

2006 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2005.)10.9*

2005 Equity Compensation Plan (Incorporated by reference to Cintas' Registration Statement No. 333-131375 on Form S-8 filed under the Securities Act of 1933.)10.10*

Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.)10.11*

2007 Executive Incentive Plan (Incorporated by reference to Cintas' Form 10-K dated May 31, 2006.)14

Code of Ethics (Incorporated by reference to Cintas' Form 10-K dated May 31, 2004.)21**

Subsidiaries of the Registrant23**

Consent of Independent Registered Public Accounting Firm31.1**

Certification of Principal Executive Officer, Pursuant to Rule 13a14(a) of the Securities Exchange Act of 193431.2**

Certification of Principal Financial Officer, Pursuant to Rule 13a14(a) of the Securities Exchange Act of 193432.1**

Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 135032.2**

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


Cintas will provide shareholders with any exhibit upon the payment of a specified reasonable fee, which fee shall be limited to Cintas' reasonable expenses in
furnishing such exhibit.

69

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Table of Contents

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, 2009

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/       |  | Richard T. Farmer
Richard T. Farmer   |  | Chairman of the Board of Directors                                                             |  | July 30, 2009
|/s/       |  | Robert J. Kohlhepp
Robert J. Kohlhepp |  | Vice Chairman of the Board of Directors                                                        |  | July 30, 2009
|/s/       |  | Scott D. Farmer
Scott D. Farmer       |  | Chief Executive Officer and Director                                                           |  | July 30, 2009
|/s/       |  | Paul R. Carter
Paul R. Carter         |  | Director                                                                                       |  | July 30, 2009
|/s/       |  | Ronald W. Tysoe
Ronald W. Tysoe       |  | Director                                                                                       |  | July 30, 2009
|/s/       |  | David C. Phillips
David C. Phillips   |  | Director                                                                                       |  | July 30, 2009
|/s/       |  | William C. Gale
William C. Gale       |  | Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | July 30, 2009

70

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Table of Contents

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 YearAllowance for Doubtful AccountsMay 31, 2007

$
15,519

$
3,325

$
341

$
4,699

$
14,486May 31, 2008

$
14,486

$
4,530

$
127

$
6,004

$
13,139May 31, 2009

$
13,139

$
16,650

$
5

$
10,262

$
19,532Reserve for Obsolete InventoryMay 31, 2007

$
24,447

$
2,559

$
1,084

$
5,184

$
22,906May 31, 2008

$
22,906

$
1,431

$
751

$
4,428

$
20,660May 31, 2009

$
20,660

$
33,972

$
(85
)
$
6,194

$
48,353


71

---