10-Q

FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2003

OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________

Commission file number   0-11399

CINTAS CORPORATION

(Exact name of registrant as specified in its charter)

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

       P.O. BOX 625737
CINCINNATI, OHIO 45262-5737

(Address of principal executive offices)
(Zip Code)

(513) 459-1200

(Registrant's telephone number, including area code)

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).     Yes  [X]       No  [   ]

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

Class	Outstanding March 31, 2003
Common Stock, no par value	170,462,888

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CINTAS CORPORATION
INDEX

Page No.

Part I.     Financial Information
Item 1.   Financial Statements
Consolidated Condensed Balance Sheets -
February 28, 2003 and May 31, 2002	3
Consolidated Condensed Statements of Income -
Three Months and Nine Months Ended February 28, 2003 and 2002	4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended February 28, 2003 and 2002	5
Notes to Consolidated Condensed Financial Statements	6
Item 2.   Management’s Discussion and Analysis of Financial
Condition and Results of Operations	21
Item 3.   Quantitative and Qualitative Disclosures About
Market Risk	24
Item 4.   Controls and Procedures	24
Part II.   Other Information	25
Signatures	26
Certifications	27

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CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except share data)

	February 28, 2003			May 31, 2002
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	42,175		$	40,628
Marketable securities		35,024			44,458
Accounts receivable, net		273,372			283,234
Inventories		230,171			193,821
Uniforms and other rental items in service		302,328			280,936
Prepaid expenses		8,078			10,173
Total current assets		891,148			853,250
Property and equipment, at cost, net		772,614			778,402
Goodwill		708,445			678,598
Service contracts		146,432			158,529
Other assets		58,574			50,455
	$	2,577,213		$	2,519,234
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	49,912		$	60,393
Accrued compensation and related liabilities		26,483			29,004
Accrued liabilities		161,459			131,705
Income taxes:
Current		40,293			11,791
Deferred		58,285			61,372
Long-term debt due within one year		16,223			18,369
Total current liabilities		352,655			312,634
Long-term debt due after one year		566,737			703,250
Deferred income taxes		88,033			79,591
Shareholders' equity:
Preferred stock, no par value,
100,000 shares authorized, none outstanding		--			--
Common stock, no par value,
425,000,000 shares authorized,
170,420,402 shares issued and outstanding
(169,930,290 at May 31, 2002)		71,303			66,508
Retained earnings		1,503,174			1,365,136
Other accumulated comprehensive loss:
Foreign currency translation		(2,023	)		(4,863	)
Unrealized loss on derivatives		(2,666	)		(3,022	)
Total shareholders' equity		1,569,788			1,423,759
	$	2,577,213		$	2,519,234

See accompanying notes.

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CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)

	Three months ended February 28,						Nine months ended February 28,
	2003			2002			2003			2002
Revenue:
Rentals	$	523,195		$	425,296		$	1,573,162		$	1,291,076
Other services		140,562			120,195			437,279			376,163
		663,757			545,491			2,010,441			1,667,239
Costs and expenses (income):
Cost of rentals		293,938			230,627			876,029			703,165
Cost of other services		95,403			85,524			294,160			264,557
Selling and admin. expenses		174,192			140,263			526,870			425,370
Interest income		(825	)		(1,527	)		(2,176	)		(4,068	)
Interest expense		7,434			2,389			23,470			8,196
		570,142			457,276			1,718,353			1,397,220
Income before income taxes		93,615			88,215			292,088			270,019
Income taxes		34,560			32,631			108,046			99,910
Net income	$	59,055		$	55,584		$	184,042		$	170,109
Basic earnings per share	$	.35		$	.33		$	1.08		$	1.00
Diluted earnings per share	$	.34		$	.32		$	1.07		$	.99

See accompanying notes.

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CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

	Nine Months Ended February 28,
	2003			2002
Cash flows from operating activities:
Net income	$	184,042		$	170,109
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation		87,700			75,146
Amortization of deferred charges		21,294			14,210
Deferred income taxes		5,355			9,160
Change in current assets and liabilities, net of
acquisitions of businesses:
Accounts receivable		10,735			9,214
Inventories		(36,169	)		20,936
Uniforms and other rental items in service		(21,388	)		(12,942	)
Prepaid expenses		2,120			(1,233	)
Accounts payable		(10,556	)		(6,676	)
Accrued compensation and related liabilities		(2,521	)		(2,662	)
Accrued liabilities		(17,186	)		(9,133	)
Income taxes payable		28,502			14,662
Net cash provided by operating activities		251,928			280,791
Cash flows from investing activities:
Capital expenditures		(80,447	)		(84,977	)
Proceeds from sale or redemption of marketable securities		14,038			47,486
Purchase of marketable securities		(4,604	)		(163,866	)
Acquisitions of businesses, net of cash acquired		(24,535	)		(30,349	)
Other		(12,732	)		580
Net cash used in investing activities		(108,280	)		(231,126	)
Cash flows from financing activities:
Repayment of long-term debt		(150,092	)		(37,263	)
Issuance of common stock		3,987			2,442
Other		4,004			(2,311	)
Net cash used in financing activities		(142,101	)		(37,132	)
Net increase in cash and cash equivalents		1,547			12,533
Cash and cash equivalents at beginning of period		40,628			73,724
Cash and cash equivalents at end of period	$	42,175		$	86,257

See accompanying notes.

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands except per share data)

1.    Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes included in our most recent annual report for the fiscal year ended May 31, 2002. A summary of our significant accounting policies is presented on page 28 of our most recent annual report. There have been no material changes in the accounting policies followed by Cintas during the fiscal year.

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

Certain prior year amounts have been reclassified to conform with current year presentation.

2.    New Accounting Standards

In November 2002, the Financial Accounting Standards Board issued Financial Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The recognition and measurement provisions of this interpretation will be applied to guarantees issued or modified after December 31, 2002. Effective December 1, 2002, Cintas adopted Financial Interpretation No. 45 and it did not have a material effect on the financial statements.

In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 148 (SFAS 148), Accounting for Stock-Based Compensation – Transition and Disclosure. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Cintas continues to apply Accounting Principles Board Opinion No. 25 for the method used to account for stock-based employee compensation arrangements, where applicable, but has adopted the disclosure requirements of SFAS 148 beginning with its third quarter ending February 28, 2003.

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

3.    Earnings per Share

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

	Three Months Ended February 28,		Nine Months Ended February 28,
	2003	2002	2003	2002
Numerator:
Net income	$  59,055	$  55,584	$184,042	$170,109
Denominator:
Denominator for basic earnings per
share-weighted avg. shares	170,322	169,786	170,177	169,675
Effect of dilutive securities- employee
stock options	1,641	2,507	1,961	2,444
Denominator for diluted earnings per
share-adjusted weighted avg. shares and
assumed conversions
	171,963	172,293	172,138	172,119
Basic earnings per share	$       .35	$       .33	$      1.08	$      1.00
Diluted earnings per share	$       .34	$       .32	$      1.07	$       .99

4.    Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended February 28, 2003, by operating segment, are as follows:

“Acquired Intangible Assets”

	Rentals	Other Services	Total
Balance as of June 1, 2002	$645,445	$33,153	$678,598
Goodwill acquired during the period	21,924	7,923	29,847
Balance as of February 28, 2003	$667,369	$41,076	$708,445

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

Information regarding Cintas’ other assets follows:

	As of February 28, 2003
	Carrying Amount	Accumulated Amortization	Net
Service contracts	$228,569	$82,137	$146,432
Noncompete and consulting agreements	55,376	38,655	16,721
Other	43,120	1,267	41,853
Total other assets	$  98,496	$39,922	$  58,574

	As of May 31, 2002
	Carrying Amount	Accumulated Amortization	Net
Service contracts	$226,023	$67,494	$158,529
Noncompete and consulting agreements	61,742	41,792	19,950
Other	31,111	606	30,505
Total other assets	$  92,853	$42,398	$  50,455

Amortization expense was $21,294 and $14,210 for the nine months ended February 28, 2003 and 2002, respectively. Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $27,638, $24,995, $22,872, $20,247 and $19,037, respectively.

5.    Derivatives and Hedging Activities

Cintas formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Cintas’ hedging activities are transacted only with highly-rated institutions, reducing the exposure to credit risk in the event of nonperformance.

Cintas uses derivatives for both cash flow hedging and fair value hedging purposes. For derivative instruments that hedge the exposure of variability in short-term interest rates, designated as cash flow hedges, 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. For the ineffective portion of the hedge, gains or losses are charged to earnings in the current period. For derivative instruments that hedge the exposure to changes in the fair value of certain fixed rate debt, designated as fair value hedges, the effective portion of the net gain or loss on the derivative instrument, as well as the offsetting gain or loss on the fixed rate debt attributable to the hedged risk, are recorded in current period earnings.

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

Cintas uses interest rate swap and lock agreements as hedges against variability in short-term interest rates. These 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. Cintas uses the Hypothetical Derivative Method for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every fiscal quarter. Cintas will also periodically use reverse interest rate swap agreements to convert a portion of fixed rate debt to a floating rate basis, thus hedging for changes in the fair value of the fixed rate debt being hedged. Cintas has determined that the current interest rate swap agreement, designated as a fair value hedge, qualifies for treatment under the short-cut method of measuring effectiveness. Under the provisions of SFAS 133, this hedge is determined to be perfectly effective and there is no requirement to periodically evaluate effectiveness.

Approximately 74%, or $50 million, of outstanding floating rate debt was designated as the hedged items covered by interest-rate swap agreements at February 28, 2003. The change in fair value of these cash flow hedges during the third quarter of FY 2003 resulted in a credit of $366 to other comprehensive income. The reverse interest rate swap agreement is a fair value hedge that converts $125 million of fixed rate debt to a floating rate. This agreement expires in 2007, and allows Cintas to receive an effective interest rate of 5.13% and pay an interest rate based on LIBOR. Because this fair value hedge is 100% effective, the $2.9 million favorable change in the fair value of this hedge for the third quarter was directly offset by an increase in the fair value of the debt.

6.    Acquisitions

At the time of the Omni Services, Inc. (Omni) acquisition on May 13, 2002, management approved a plan to integrate certain Omni facilities into existing Cintas operations. Included in the purchase price allocation was a restructuring charge of approximately $36 million, which includes approximately $6 million in severance-related costs for corporate and field employees and approximately $30 million in asset write-downs and lease cancellation costs.

As of the end of the third quarter, the integration of the acquired Omni facilities into existing Cintas locations is substantially complete. Payments to date for severance-related costs were approximately $4 million, while asset write-downs and ongoing lease cancellation costs were approximately $28 million. Cintas expects to complete the integration and incur all related costs within the first year of acquisition.

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

7.    Stock-Based Compensation

During the third quarter of fiscal 2003, Cintas adopted the disclosure requirements of FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, but will continue to apply Accounting Principles Board Opinion No. 25 as the method used to account for stock-based employee compensation arrangements. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.

	Three Months Ended February 28,				Nine Months Ended February 28,
	2003		2002		2003		2002
Net income, as reported	$	59,055	$	55,584	$	184,042	$	170,109
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		1,315		1,135		4,099		3,475
Pro forma net income	$	57,740	$	54,449	$	179,943	$	166,634
Earnings per share:
Basic--as reported	$	.35	$	.33	$	1.08	$	1.00
Basic--pro forma	$	.34	$	.32	$	1.06	$	.98
Diluted--as reported	$	.34	$	.32	$	1.07	$	.99
Diluted--pro forma	$	.34	$	.32	$	1.05	$	.97

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

8.    Comprehensive Income

Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net income. For Cintas, the only other components of total comprehensive income are the change in cumulative foreign currency translation adjustments and the change in the fair value of forecasted cash flows associated with a derivative accounted for as a cash flow hedge. The components of comprehensive income for the nine month periods ended February 28, 2003 and 2002 are as follows:

	Three Months Ended February 28,					Nine Months Ended February 28,
	2003		2002			2003		2002
Net income	$	59,055	$	55,584		$	184,042	$	170,109
Other comprehensive income:
Foreign currency translation
adjustment		5,011		(865	)		2,840		(1,906	)
Net unrealized gain (loss) on cash
flow hedges		366		63			356		(919	)
Comprehensive income	$	64,432	$	54,782		$	187,238	$	167,284

9.    Segment Information

Cintas classifies its businesses into two operating segments: Rentals and Other Services. The Rentals operating segment designs and manufactures corporate identity uniforms which it rents, along with other items, to its customers. The Other Services operating segment involves the design, manufacture and direct sale of uniforms to its customers, as well as the sale of ancillary services including first aid products and services and cleanroom supplies. Substantially all of these services are provided throughout the United States and Canada to businesses of all types — from small service and manufacturing companies to major corporations that employ thousands of people. Information about our different business segments is set forth based on the distribution of products and services offered. Cintas evaluates performance based on several factors, of which the primary financial measures are business segment revenue and income before income taxes.

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

	Rentals		Other Services		Corporate			Total
For the three months ended
February 28, 2003
Revenue	$	523,195	$	140,562	$	--		$	663,757
Income before income taxes	$	89,048	$	11,176	$	(6,609	)	$	93,615
For the three months ended
February 28, 2002
Revenue	$	425,296	$	120,195	$	--		$	545,491
Income before income taxes	$	82,997	$	6,080	$	(862	)	$	88,215
As of and for the nine months ended
February 28, 2003
Revenue	$	1,573,162	$	437,279	$	--		$	2,010,441
Income before income taxes	$	274,327	$	39,055	$	(21,294	)	$	292,088
Total assets	$	2,201,786	$	298,228	$	77,199		$	2,577,213
As of and for the nine months ended
February 28, 2002
Revenue	$	1,291,076	$	376,163	$	--		$	1,667,239
Income before income taxes	$	253,310	$	20,837	$	(4,128	)	$	270,019
Total assets	$	1,378,217	$	281,003	$	239,142		$	1,898,362

10.    Supplemental Guarantor Information

On May 13, 2002, Cintas completed the acquisition of Omni for approximately $656,000. The purchase price for Omni was funded with $450,000 in long-term notes, $100,000 of borrowings under a commercial paper program and approximately $106,000 in cash. The $450,000 in long-term notes consist of $225,000 with five-year maturities at an interest rate of 5 1/8% and $225,000 with ten-year maturities at an interest rate of 6%. An additional working capital payment of $3,000 was made during the second quarter of FY 2003, bringing the total purchase price to approximately $659,000.

Effective June 1, 2000, Cintas reorganized its legal structure and created Cintas Corporation No. 2 (Corp. 2) as its indirectly, wholly-owned principal operating subsidiary. Cintas and its wholly-owned, direct and indirect domestic subsidiaries, other than Corp. 2, unconditionally guaranteed, jointly and severally, debt of Corp. 2. 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’ financial statements. The condensed consolidating financial statements should be read in conjunction with the 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 below:

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CONDENSED CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 28, 2003

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$	--		$	31,790		$	5,153		$	5,232		$	--		$	42,175
Marketable securities		--			30,911			--			4,113			--			35,024
Accounts receivable, net		--			206,583			75,250			3,375			(11,836	)		273,372
Inventories		--			218,081			15,199			6,960			(10,069	)		230,171
Uniforms and other rental items        in service		--			246,234			70,796			15,360			(30,062	)		302,328
Prepaid expenses		--			4,658			2,556			864			--			8,078
Total current assets		--			738,257			168,954			35,904			(51,967	)		891,148
Property and equipment, at cost, net		--			602,190			132,939			37,485			--			772,614
Goodwill		--			113,463			584,011			10,971			--			708,445
Service contracts		--			30,761			105,492			10,179			--			146,432
Other assets		1,155,233			33,755			737,457			125,230			(1,993,101	)		58,574
	$	1,155,233		$	1,518,426		$	1,728,853		$	219,769		$	(2,045,068	)	$	2,577,213
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	(465,247	)	$	57,397		$	418,781		$	1,068		$	37,913		$	49,912
Accrued comp and related        liabilities		--			19,131			6,335			1,017			--			26,483
Accrued liabilities		46,003			169,463			(57,891	)		3,929			(45	)		161,459
Income taxes:
Current		--			(26,720	)		67,346			(304	)		(29	)		40,293
Deferred		--			1,047			55,575			1,663			--			58,285
Long-term debt due within one        year		--			15,713			594			120			(204	)		16,223
Total current liabilities		(419,244	)		236,031			490,740			7,493			37,635			352,655
Long-term debt due after one year		--			574,483			(44,834	)		66,914			(29,826	)		566,737
Deferred income taxes		--			9,246			76,386			2,401			--			88,033
Total shareholders' equity		1,574,477			698,666			1,206,561			142,961			(2,052,877	)		1,569,788
	$	1,155,233		$	1,518,426		$	1,728,853		$	219,769		$	(2,045,068	)	$	2,577,213

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CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MAY 31, 2002

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non-Guarantors		Eliminations			Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$	--		$	22,440		$	5,011		$	13,177	$	--		$	40,628
Marketable securities		--			42,472			--			1,986		--			44,458
Accounts receivable, net		--			225,364			70,720			782		(13,632	)		283,234
Inventories		--			182,858			14,899			5,539		(9,475	)		193,821
Uniforms and other rental items        in service		--			210,409			71,251			13,101		(13,825	)		280,936
Prepaid expenses		--			7,421			1,995			760		(3	)		10,173
Total current assets		--			690,964			163,876			35,345		(36,935	)		853,250
Property and equipment, at cost, net		--			637,882			108,258			32,262		--			778,402
Goodwill		--			104,140			566,748			7,710		--			678,598
Service contracts		--			34,588			112,488			11,453		--			158,529
Other assets		966,397			20,983			792,865			94,727		(1,824,517	)		50,455
	$	966,397		$	1,488,557		$	1,744,235		$	181,497	$	(1,861,452	)	$	2,519,234
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	(465,247	)	$	(58,727	)	$	531,544		$	14,842	$	37,981		$	60,393
Accrued comp and related       liabilities		--			23,441			4,508			1,055		--			29,004
Accrued liabilities		--			172,125			(43,608	)		4,195		(1,007	)		131,705
Income taxes:
Current		--			(34,889	)		44,084			2,625		(29	)		11,791
Deferred		--			1,737			58,020			1,615		--			61,372
Long-term debt due within one        year		--			16,315			2,126			117		(189	)		18,369
Total current liabilities		(465,247	)		120,002			596,674			24,449		36,756			312,634
Long-term debt due after one year		--			710,728			(23,499	)		48,111		(32,090	)		703,250
Deferred income taxes		--			7,251			70,239			2,101		--			79,591
Total shareholders' equity		1,431,644			650,576			1,100,821			106,836		(1,866,118	)		1,423,759
	$	966,397		$	1,488,557		$	1,744,235		$	181,497	$	(1,861,452	)	$	2,519,234

-14-

CONDENSED CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED FEBRUARY 28, 2003

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	393,146		$	105,872		$	24,209		$	(32	)	$	523,195
Other services		--		291,372			48,673			6,479			(205,962	)		140,562
Equity in net income of affiliates		59,055		--			--			--			(59,055	)		--
		59,055		684,518			154,545			30,688			(265,049	)		663,757
Costs and expenses (income):
Cost of rentals		--		257,643			55,154			15,655			(34,514	)		293,938
Cost of other services		--		222,737			35,094			3,816			(166,244	)		95,403
Selling and administrative expenses		--		173,432			(6,858	)		8,170			(552	)		174,192
Interest income		--		(617	)		(138	)		(70	)		--			(825	)
Interest expense		--		7,307			(674	)		801			--			7,434
		--		660,502			82,578			28,372			(201,310	)		570,142
Income before income taxes		59,055		24,016			71,967			2,316			(63,739	)		93,615
Income taxes		--		5,027			28,289			1,244			--			34,560
Net income	$	59,055	$	18,989		$	43,678		$	1,072		$	(63,739	)	$	59,055

-15-

CONDENSED CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED FEBRUARY 28, 2002

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	311,592		$	92,852		$	20,886		$	(34	)	$	425,296
Other services		--		215,259			36,857			6,580			(138,501	)		120,195
Equity in net income of affiliates		55,584		--			--			--			(55,584	)		--
		55,584		526,851			129,709			27,466			(194,119	)		545,491
Costs and expenses (income):
Cost of rentals		--		198,495			48,746			11,510			(28,124	)		230,627
Cost of other services		--		161,480			(3,195	)		5,307			(78,068	)		85,524
Selling and administrative expenses		--		143,459			(9,027	)		6,373			(542	)		140,263
Interest income		--		(1,360	)		(101	)		(66	)		--			(1,527	)
Interest expense		--		6,194			(3,805	)		--			--			2,389
		--		508,268			32,618			23,124			(106,734	)		457,276
Income before income taxes		55,584		18,583			97,091			4,342			(87,385	)		88,215
Income taxes		--		13,986			17,147			1,498			--			32,631
Net income	$	55,584	$	4,597		$	79,944		$	2,844		$	(87,385	)	$	55,584

-16-

CONDENSED CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED FEBRUARY 28, 2003

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	1,187,014		$	316,282		$	69,970		$	(104	)	$	1,573,162
Other services		--		887,331			147,203			23,871			(621,126	)		437,279
Equity in net income of affiliates		184,042		--			--			--			(184,042	)		--
		184,042		2,074,345			463,485			93,841			(805,272	)		2,010,441
Costs and expenses (income):
Cost of rentals		--		770,388			164,999			44,754			(104,112	)		876,029
Cost of other services		--		670,978			107,669			14,364			(498,851	)		294,160
Selling and administrative       expenses		--		534,388			(30,062	)		23,979			(1,435	)		526,870
Interest income		--		(1,788	)		(234	)		(154	)		--			(2,176	)
Interest expense
		--		22,800			(1,700	)		2,370			--			23,470
		--		1,996,766			240,672			85,313			(604,398	)		1,718,353
Income before income taxes		184,042		77,579			222,813			8,528			(200,874	)		292,088
Income taxes		--		16,087			88,391			3,568			--			108,046
Net income	$	184,042	$	61,492		$	134,422		$	4,960		$	(200,874	)	$	184,042

-17-

CONDENSED CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED FEBRUARY 28, 2002

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	946,391		$	284,651		$	60,171		$	(137	)	$	1,291,076
Other services		--		651,544			127,578			15,382			(418,341	)		376,163
Equity in net income of affiliates		170,109		--			--			--			(170,109	)		--
		170,109		1,597,935			412,229			75,553			(588,587	)		1,667,239
Costs and expenses (income):
Cost of rentals		--		594,837			154,515			34,714			(80,901	)		703,165
Cost of other services		--		491,090			97,003			11,312			(334,848	)		264,557
Selling and administrative       expenses		--		436,352			(26,533	)		17,822			(2,271	)		425,370
Interest income		--		(3,503	)		(293	)		(272	)		--			(4,068	)
Interest expense		--		18,594			(10,419	)		21			--			8,196
		--		1,537,370			214,273			63,597			(418,020	)		1,397,220
Income before income taxes		170,109		60,565			197,956			11,956			(170,567	)		270,019
Income taxes		--		22,811			73,246			3,853			--			99,910
Net income	$	170,109	$	37,754		$	124,710		$	8,103		$	(170,567	)	$	170,109

-18-

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2003

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Cash flows from operating activities
Net income	$	184,042		$	61,492		$	134,422		$	4,960		$	(200,874	)	$	184,042
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		--			56,359			27,537			3,804			--			87,700
Amortization of deferred charges		--			7,932			11,904			1,458			--			21,294
Deferred income taxes		--			1,305			3,702			348			--			5,355
Changes in current assets and liabilities,
net of acquisitions of businesses:
Accounts receivable		--			19,189			(4,440	)		(2,218	)		(1,796	)		10,735
Inventories		--			(35,205	)		(137	)		(1,421	)		594			(36,169	)
Uniforms and other rental items in            service		--			(35,825	)		459			(2,259	)		16,237			(21,388	)
Prepaid expenses		--			2,763			(554	)		(86	)		(3	)		2,120
Accounts payable		--			116,124			(112,763	)		(13,849	)		(68	)		(10,556	)
Accrued compensation and related           liabilities		--			(4,310	)		1,827			(38	)		--			(2,521	)
Accrued liabilities		--			(2,486	)		(15,263	)		(399	)		962			(17,186	)
Income taxes payable		--			8,169			23,262			(2,929	)		--			28,502
Net cash provided by (used in) operating activities		184,042			195,507			69,956			(12,629	)		(184,948	)		251,928
Cash flows from investing activities:
Capital expenditures		--			(20,575	)		(50,978	)		(8,894	)		--			(80,447	)
Proceeds from sale or redemption        of marketable securities		--			12,042			1			1,995			--			14,038
Purchase of marketable securities		--			(481	)		--			(4,123	)		--			(4,604	)
Acquisitions of businesses, net of cash        acquired		--			(8,497	)		(10,264	)		(5,774	)		--			(24,535	)
Other		(191,677	)		(21,210	)		14,782			2,674			182,699			(12,732	)
Net cash (used in) provided by investing activities		(191,677	)		(38,721	)		(46,459	)		(14,122	)		182,699			(108,280	)
Cash flows from financing activities:
Repayment of long-term debt		--			(147,792	)		(23,355	)		18,806			2,249			(150,092	)
Stock options exercised		3,987			--			--			--			--			3,987
Other		3,648			356			--			--			--			4,004
Net cash provided by (used in) financing activities		7,635			(147,436	)		(23,355	)		18,806			2,249			(142,101	)
Net increase (decrease) in cash and cash equivalents		--			9,350			142			(7,945	)		--			1,547
Cash and cash equivalents at beginning of period		--			22,440			5,011			13,177			--			40,628
Cash and cash equivalents at end of period	$	--		$	31,790		$	5,153		$	5,232		$	--		$	42,175

-19-

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2002

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Cash flows from operating activities
Net income	$	170,109		$	37,754		$	124,710		$	8,103		$	(170,567	)	$	170,109
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		--			49,431			22,379			3,336			--			75,146
Amortization of deferred charges		--			8,489			4,459			1,262			--			14,210
Deferred income taxes		--			(83,632	)		92,144			648			--			9,160
Changes in current assets and liabilities,
net of acquisitions of businesses:
Accounts receivable		--			(14,908	)		16,982			5,825			1,315			9,214
Inventories		--			19,964			1,157			(1,218	)		1,033			20,936
Uniforms and other rental items            in service		--			(11,013	)		(117	)		(1,236	)		(576	)		(12,942	)
Prepaid expenses		--			(764	)		(22	)		(447	)		--			(1,233	)
Accounts payable		--			126,190			(135,381	)		3,772			(1,257	)		(6,676	)
Accrued compensation and related           liabilities		--			(2,619	)		(227	)		184			--			(2,662	)
Accrued liabilities		--			(2,345	)		(11,088	)		1,966			2,334			(9,133	)
Income taxes payable		--			5,455			6,405			2,802			--			14,662
Net cash provided by (used in) operating activities		170,109			132,002			121,401			24,997			(167,718	)		280,791
Cash flows from investing activities:
Capital expenditures		--			(52,067	)		(28,783	)		(4,127	)		--			(84,977	)
Proceeds from sale or redemption of        marketable securities		--			45,469			--			2,017			--			47,486
Purchase of marketable securities		--			(159,451	)		(1	)		(4,414	)		--			(163,866	)
Acquisitions of businesses,        net of cash acquired		--			(12,192	)		(7,494	)		(10,663	)		--			(30,349	)
Other		(170,240	)		90,366			(87,618	)		(1,264	)		169,336			580
Net cash (used in) provided by investing activities		(170,240	)		(87,875	)		(123,896	)		(18,451	)		169,336			(231,126	)
Cash flows from financing activities:
Proceeds from issuance of long-term        debt		--			--			2,658			--			(2,658	)		--
Repayment of long-term debt		--			(34,146	)		(3,289	)		(868	)		1,040			(37,263	)
Stock options exercised		2,442			--			--			--			--			2,442
Other		(2,311	)		--			--			--			--			(2,311	)
Net cash provided by (used in) financing activities		131			(34,146	)		(631	)		(868	)		(1,618	)		(37,132	)
Net increase (decrease) in cash and cash equivalents		--			9,981			(3,126	)		5,678			--			12,533
Cash and cash equivalents at beginning of period		--			57,629			8,792			7,303			--			73,724
Cash and cash equivalents at end of period	$	--		$	67,610		$	5,666		$	12,981		$	--		$	86,257

-20-

ITEM 2

CINTAS CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Three Months Ended February 2003 Compared to Three Months Ended February 2002

Total revenue of $664 million for the three months ended February 28, 2003, increased 22% over the three months ended February 28, 2002. Net rental revenue of $523 million for the three months ended February 28, 2003, increased 23% over the three months ended February 28, 2002, primarily due to the acquisition of Omni in the fourth quarter of fiscal 2002 and growth in the customer base. Revenue from the sale of uniforms and other direct sale items of $140 million for the three months ended February 28, 2003, increased 17% over the three month period ended February 28, 2002, due to acquisitions made in late fiscal 2002 and the increase in customer sales that were originally delayed after September 11, 2001. The increased revenues experienced in both rental and other services were mitigated by increased lost business and reductions in existing business, attributable to the current sluggish economy and the resulting reduction in the labor force.

Net income of $59 million for the three months ended February 28, 2003, increased 6% over the three months ended February 28, 2002. Diluted earnings per share of $.34 for the three months ended February 28, 2003, increased 6% over the three months ended February 28, 2002.

Net interest expense (interest expense less interest income) was $6 million for the three months ended February 28, 2003, compared to $1 million for the three months ended February 28, 2002. This increase was primarily a result of interest on $450 million in long-term notes issued in late fiscal 2002 to finance the Omni acquisition. The effective tax rate was 36.9% for the three months ended February 28, 2003, and 37.0% for the three months ended February 28, 2002.

Nine Months Ended February 2003 Compared to Nine Months Ended February 2002

Total revenue of $2,010 million for the nine months ended February 28, 2003, increased 21% over the nine months ended February 28, 2002. Net rental revenue of $1,573 million for the nine months ended February 28, 2003, increased 22% over the nine months ended February 28, 2002, primarily due to the acquisition of Omni in the fourth quarter of fiscal 2002 and growth in the customer base. Revenue from the sale of uniforms and other direct sale items of $437 million for the nine months ended February 28, 2003, increased 16% over the nine months ended February 28, 2002, due to acquisitions made in late fiscal 2002 and the increase in customer sales that were originally delayed after September 11, 2001. The increased revenues experienced in both rental and other services were mitigated by increased lost business and reductions in existing business, attributable to the current sluggish economy and the resulting reduction in the labor force.

-21-

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net income of $184 million for the nine months ended February 28, 2003, increased 8% over the nine months ended February 28, 2002. Diluted earnings per share of $1.07, for the nine months ended February 28, 2003, increased 8% over the nine months ended February 28, 2002.

Net interest expense (interest expense less interest income) was $21 million, for the nine months ended February 28, 2003, compared to $4 million, for the nine months ended February 28, 2002. This increase was primarily a result of interest on $450 million in long-term notes issued in late fiscal 2002 to finance the Omni acquisition. The effective tax rate was 37.0% for the nine months ended February 28, 2003, and 37.0% for the nine months ended February 28, 2002.

Financial Condition

At February 28, 2003, cash, cash equivalents and marketable securities totaled $77 million. This decrease of $8 million from May 31, 2002, is primarily due to repayment of outstanding commercial paper. The cash, cash equivalents and marketable securities will be used to finance future growth, capital expenditures, repayment of debt and dividends. We believe that our current cash position and funds generated from operations, in conjunction with the strength of our banking relationships, are sufficient to meet our anticipated operational and capital requirements.

Inventory levels of $194 million on May 31, 2002 increased to $230 million February 28, 2003. This additional $36 million of inventory primarily represents additional levels to support customers acquired in the Omni transaction and the conversion of Omni customers to our product line. Additionally, Cintas is now manufacturing more uniform inventory for our cleanroom and flame resistant clothing customers.

Net property and equipment decreased $6 million from May 31, 2002 to February 28, 2003, due to the excess of depreciation over capital expenditures in the third quarter. Capital expenditures have been curtailed given current economic indicators and lower demand for production capacity. At the end of the third quarter of fiscal 2003, Cintas had nine uniform rental facilities in various stages of construction.

-22-

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is information regarding Cintas’ long-term contractual obligations and other commitments outstanding as of February 28, 2003:

(In thousands)	Payments Due by Period
Long-term contractual obligations	Total		One year or less		Two to three years		Four to five years		After five years
Long-term debt (1)	$	578,967	$	15,798	$	92,157	$	242,297	$	228,715
Capital lease obligations (2)		3,993		425		1,099		1,200		1,269
Operating leases (3)		65,000		13,000		24,000		16,000		12,000
Unconditional purchase obligations		--		--		--		--		--
Total contractual cash obligations	$	647,960	$	29,223	$	117,256	$	259,497	$	241,984

(1) Long-term debt primarily consists of commercial paper and $450,000 in long-term notes.

(2) Capital lease obligations are classified as long-term debt on the balance sheet.

(3) Operating leases are estimated as of February 28, 2003, and consist primarily of building leases and synthetic leases on the two corporate jets.

(In thousands)	Amount of Commitment Expiration Per Period
Other commercial commitments	Total		One year or less		Two to three years		Four to five years		After five years
Lines of credit (1)	$	300,000	$	150,000	$	150,000	$	--	$	--
Standby letters of credit (2)		34,540		34,540		--		--		--
Guarantees		--		--		--		--		--
Standby repurchase obligations		--		--		--		--		--
Other commercial commitments		--		--		--		--		--
Total commercial commitments	$	334,540	$	184,540	$	150,000	$	--	$	--

(1) Back-up facility for the commercial paper program.

(2) Support for certain outstanding debt and self-insured workers’ compensation and general liability insurance programs.

Litigation and Other Contingencies

Cintas is party to litigation in the normal course of business, none of which is expected to have a material impact on operating results. In addition, a class action suit was filed in the State of California alleging that Cintas violated the California overtime pay laws applicable to its service sales representatives, which Cintas believed to be exempt employees. Management has established estimated accruals to the extent that liabilities exist for such matters and believes that any liability in excess of amounts accrued will not have a material impact on the financial statements.

-23-

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In our normal operations, Cintas has market risk exposure to interest rates. There has been no significant change in our exposure to these risks, which has been previously disclosed on page 50 of our most recent annual report.

ITEM 4

CONTROLS AND PROCEDURES

Cintas performed an evaluation of disclosure controls and procedures within 90 days of filing this quarterly report (the “Evaluation Date”). After evaluating the effectiveness of disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer, along with other key management of Cintas, have determined that disclosure controls and procedures were effective and designed to ensure that material information relating to Cintas and its consolidated subsidiaries would be made known to them on a timely basis. There were no significant changes in internal controls or other factors that could significantly affect these controls subsequent to the Evaluation Date.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. This report contains forward-looking statements that reflect the company’s current views as to future events and financial performance with respect to its operations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in this report. Factors that might cause such a difference include the possibility of greater than anticipated operating costs, lower sales volumes, the performance and costs of integration of acquisitions, fluctuations in costs of materials and labor, the outcome of pending environmental matters, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products and the reactions of competitors in terms of price and service. Forward-looking statements speak only as of the date made. Cintas undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date on which they are made.

-24-

CINTAS CORPORATION

Part II.    Other Information

Item  5.       Other Events

On January 24, 2003, Cintas declared an annual cash dividend on $.27 per share on outstanding common stock, an 8 percent increase over the dividends paid in the prior year. The dividend was paid on March 14, 2003, to shareholders of record as of February 7, 2003.

Item   6.      Exhibits and Reports on Form 8-K

(a.)    Exhibit Index

Exhibit Number	Description of Exhibit
10.17	Resignation Agreement

(b.)    No reports were filed on form 8-K during the quarter.

-25-

Signatures

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

                      
                      



Date: April 11, 2003 CINTAS CORPORATION
  (Registrant)



/s/William C. Gale
- ------------------------------------------
William C. Gale
Vice President and
Chief Financial Officer
(Chief Accounting Officer)

-26-

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
AND SECURITIES AND EXCHANGE COMMISSION RELEASE 34-46427

I, Robert J. Kohlhepp, the principal executive officer of Cintas Corporation, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

           Date:    April 11, 2003 /s/Robert J. Kohlhepp
_____________________________
Robert J. Kohlhepp
Chief Executive Officer
(Principal Executive Officer)

-27-

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
AND SECURITIES AND EXCHANGE COMMISSION RELEASE 34-46427

I, William C. Gale, the principal financial officer of Cintas Corporation, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

           Date:    April 11, 2003 /s/William C. Gale
_____________________________
William C. Gale
Vice President and
Chief Financial Officer
(Principal Financial Officer)

-28-

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending November 30, 2002 (the “Report”), I, Robert J. Kohlhepp, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/Robert J. Kohlhepp
________________________________
Robert J. Kohlhepp
Chief Executive Officer

April 11, 2003

-29-

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

In connection with the filing with the Securities and Exchange Commission of the Quarterly 0Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending November 30, 2002 (the “Report”), I, William C. Gale, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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

/s/William C. Gale
________________________________
William C. Gale
Chief Financial Officer

April 11, 2003

-30-

EX-10

Exhibit 10.17

January 8, 2003

HAND DELIVERED

Mr. Robert R. Buck

Dear Bob:

As we have discussed, your employment with Cintas Corporation (“Cintas”) is ending on Wednesday, January 8, 2003. Whether you accept or reject the Arrangement outlined below, you will be paid through February 5, 2003.

As you know, your participation in Cintas’ group disability program cannot continue after your active employment ends. Your group medical and dental insurance coverage and your group life insurance will remain in effect at least through the end of January, 2003. Information concerning your COBRA rights to continue to participate in the Cintas group health and dental insurance program(s) and your conversion privilege under the group life insurance plan will be provided to you in separate documents that will be mailed to you.

Given Cintas’ desire to assist you in making an orderly transition to employment elsewhere, Cintas offers you the following Arrangement:

1. You cooperate with Scott Farmer and me in making an orderly transition on all matters for which you have been responsible, and prior to January 10, 2003, you turn over all Cintas’ software, manuals, files, records and other Cintas property in your possession or under your control.

2. Through July 2, 2003, you cooperate in timely responding to all reasonable requests from Scott Farmer and me and use your best efforts to provide information, insights and advice to Cintas; and you at all times cooperate fully, and to the best of your ability, with Cintas management and legal counsel in all pending and potential legal matters, and you make yourself available at reasonable times and places, with the understanding that you will be fairly reimbursed for reasonable out-of-pocket expenses, to assist Cintas and Cintas’ legal counsel as reasonably necessary in investigating and defending against claims threatened or asserted by or against Cintas.

3. You continue to keep strictly confidential, and not divulge or misuse, Cintas’ trade secrets and confidential information.

4. You continue to honor your obligations under your Cintas Employment Agreement; you refrain from having any Industries-related business contact before July 3, 2005 with any Cintas customer or possible acquisition target with whom you had Industries-related contact during your employment with Cintas; you do nothing before July 3, 2005 to encourage or to induce anyone employed by Cintas to leave employment with Cintas; and you do not perform before July 3, 2005 any services for any business enterprise that owns, operates, controls or affiliated through common ownership or control with any Cintas competitor listed in Appendix A attached to your Cintas Employment Agreement.

5. You submit to Scott Farmer a signed letter of resignation effective January 8, 2003.

6. You do not at any time make any derogatory statement or do anything injurious to Cintas, and you do not reveal any terms of this offered Arrangement to anyone except as required by law or specifically permitted below.

7. You use your best efforts to disengage from social, business and financial contacts and relationships with Cintas executives, managers and employees, and you refrain from visiting any Cintas facility in the future without receiving permission from Scott Farmer or me in advance of the date, time and purpose of any planned visit.

8. You countersign this letter and sign the General Release that accompanies this letter.

9. You return to me before 5:00 p.m. on Wednesday, January 29, 2003, the fully-signed original of this letter with the attached General Release.

10. If you comply with the terms set forth in numbered paragraphs 1 through 10 immediately above, Cintas will:

(a) Make COBRA payments to continue your participation in Cintas’ group health insurance programs through June 30, 2003 or until you become eligible for health insurance coverage through a new employer, whichever occurs first;

(b) Pay the premiums to continue through June 30, 2003 your participation in Cintas’ group life insurance program;

(c) Pay to you your full regular salary (but no bonus or incentive payment), with such salary payments covering the period starting on January 9, 2003 and running through Wednesday, July 2, 2003, with each such payment subject to required withholdings and considered full payment for salary continuation, severance, unused vacation, allowances and other entitlements and remuneration;

(d) Have Cintas records reflect that you voluntarily resigned from employment effective Wednesday, January 8, 2003, and in the future, whenever Cintas receives an inquiry concerning your Cintas employment, Cintas will provide only the following information: “Bob Buck worked more than 20 years with Cintas, first as Vice President of Finance and later as Group Vice President, before he was promoted in 1997 to President of the Rental Division, the position he held when he resigned from Cintas on January 8, 2003 to pursue other opportunities;"

(e) Communicate within Cintas and outside Cintas nothing inconsistent with subparagraph(d) above as long as you comply with your obligations under paragraphs 1 through 10 above;

(f) Not at any time make any derogatory statement concerning you or do anything injurious to you, and Cintas will not reveal any terms of this offered Arrangement to anyone outside Cintas except as required by law;

(g) Not contest your claim for unemployment compensation benefits; and

(h) Agree with you that any and all rights, duties and obligations created by this offer letter and the attached General Release will be interpreted and enforced at all times according to the laws and applicable legal and equitable precedents of the State of Ohio.

The Arrangement detailed above is contingent upon your refraining from making any derogatory statement about or doing anything injurious to Cintas; your saying and doing nothing inconsistent with paragraphs 1 through 10 above; your accepting this offer by returning to me before 5:00 p.m. on Wednesday, January 29, 2003, the signed originals of this offer letter and the General Release; and your agreement not to discuss with anyone, other than your immediate family and your personal legal, tax or financial advisor, the terms of this Agreement. In fact, we recommend that you consult your personal attorney before acting on this offer letter.

If you have any questions, please contact me without delay.

Sincerely,


/s/Robert J. Kohlhepp                              
Robert J. Kohlhepp
Chief Executive Officer

ACCEPTANCE OF OFFER

Having read, having been given an opportunity to ask questions about, and fully understanding the terms and conditions, I accept the above Arrangement this 10th day of January, 2003.

I understand that this Arrangement will not be effective until the eighth day after I sign below because if I choose to do so, I have seven days after accepting to change my mind and cancel my acceptance. Cintas, however, will not withdraw or cancel this offer and agreement during such time.

/s/Robert R. Buck                             
       Robert R. Buck

GENERAL RELEASE

        IN CONSIDERATION of the promises and mutual promises in the offer letter (“Offer Letter”) signed by Robert J. Kohlhepp, Chief Executive Officer of Cintas Corporation (hereinafter “Cintas”), dated and delivered to me on January 8, 2003, I, Robert R. Buck, on behalf of myself, my heirs, executors, successors, and assigns, hereby release Cintas, as well as all of its owners, affiliates, subsidiaries, and divisions and its directors, executives, managers, and employees, from all debts, claims (except my claim for unemployment compensation benefits), demands, rights, actions, causes of action, suits, contracts, agreements, damages, whatsoever of every name and nature, whether known or unknown, against Cintas and the others released herein, including any relating to or arising from my employment with Cintas or the circumstances giving rise to the termination of my employment from Cintas or based in any way upon federal, state or local laws relating to age discrimination or other types of employment discrimination, including but not limited to the federal Age Discrimination in Employment Act and the federal Older Workers Benefit Protection Act, and I covenant not to sue and not to file or cause to be filed any complaint with any federal, state or local agency or in any court against Cintas or the others released herein on any matter which arose during or related or is attributable in any way to my employment or separation from my employment with Cintas; provided, however, that this General Release specifically excludes my rights under (i) Cintas’ retirement, profit sharing and health and life insurance plans and (ii) the Arrangement set forth in the Offer Letter.

        I agree that apart from my discussions with my immediate family and my personal advisor(s), whom I insist that they refrain at all times from divulging any of the terms, I will not disclose, publicize or discuss the terms of this General Release or of the Offer Letter with anyone within or outside Cintas unless required by subpoena or other legal compulsion; and I will give immediate notice to Cintas of the receipt of any subpoena or other legal document that may call for me to disclose any of the contents of the Offer Letter or the terms of this General Release.

        I represent and warrant that I have returned to Cintas the original and all copies of all keys, Cintas ID’s, software, charge cards, equipment, manuals, files, papers, reports, memoranda and other items of Cintas property; and that I will retain from my Cintas employment only my personal property, which does not contain any trade secrets or confidential information of Cintas.

        I acknowledge that I am legally and ethically obliged to honor my Cintas Employment Agreement and to maintain the strict confidentiality of all trade secrets and all confidential Cintas information and proprietary data that I learned while working for Cintas. I affirm that through July 2, 2005, neither will I have any Industries-related business contact with any Cintas customer or acquisition prospect with whom I had Industries-related contact while employed by Cintas, nor will I encourage or attempt to induce anyone employed by Cintas to leave employment with Cintas. I further affirm that through July 2, 2005, I neither will perform any Industries-related business prohibited in paragraph 3(c) of my Cintas Employment Agreement nor perform any services before July 3, 2005 for any business enterprise that owns, operates, controls or affiliated through common ownership or control with any Cintas competitor listed in Appendix A attached to my Cintas Employment Agreement. Finally, I agree that I never will question or challenge the enforceability or legality of any of the terms of either this paragraph or paragraph 4 of the Arrangement in the Offer Letter.

        I acknowledge that this General Release does not constitute an admission of liability or wrongdoing by Cintas or any of the others released herein. I further acknowledge that if I breach any of my obligations set forth in the Offer Letter or if I violate my Employment Agreement obligations, Cintas, in addition to taking appropriate legal action, will be entitled to decline to make any further payments that Cintas has agreed in the Offer Letter to make to me or on my behalf.

        By signing this General Release, I certify and agree that I had a full opportunity to consult with my personal legal, tax, financial or other advisor; that I had a full opportunity to ask questions and express my views to Cintas executives; that I read and understand the Offer Letter and this entire General Release; and that I am accepting and signing this voluntarily and without coercion.

Signed this 14th day of January, 2003
at Cincinnati, Ohio.

WITNESSED BY:


/s/Robert J. Kohlhepp                              


                    /s/Robert R. Buck                           
                   Robert R. Buck