8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 16, 2004

CINTAS CORPORATION

(Exact name of registrant as specified in its charter)

Washington	0-11399	31-1188630
(State or other jurisdiction of       incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio	45262-5737
(Address of principal executive offices)	Zip Code

             Registrant's telephone number, including area code (513) 459-1200

(Former name or former address, if changed since last report.)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

— 2 —

Item 2.02    Results of Operations and Financial Condition.

         On December 16, 2004, the Registrant issued a press release announcing its financial results for the quarter ended November 30, 2004. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

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 hereunto duly authorized.

Date:    December 21, 2004 CINTAS CORPORATION


BY: /s/ Karen L. Carnahan
——————————
Karen L. Carnahan
Vice President and Treasurer

EX-99

FOR IMMEDIATE RELEASE
December 16, 2004

Cintas Corporation Reports Growth in Second Quarter
Fiscal 2005 Revenue and Earnings

CINCINNATI, OH, December 16, 2004 – Cintas Corporation (Nasdaq: CTAS) today reported revenue for the second quarter of fiscal 2005 of $757 million, an 8 percent increase from last year’s $701 million. The company also reported a 6 percent increase in net income of $73.6 million compared to $69.7 million last year. After-tax margins were 9.7 percent of revenue. Earnings per diluted share of $.43 increased 8 percent from last year’s $.40 per diluted share.

Scott D. Farmer, Chief Executive Officer of Cintas, stated, “On behalf of our Cintas employee-partners, I am pleased to report continued growth in revenue and profits this quarter. Our Rental Revenue increased over 6 percent while Other Services Revenue grew over 13 percent compared to the previous year. Over the past 6 quarters, we have seen continued momentum in the organic growth in Rental Revenue, which has now reached 6 percent for the current quarter.”

Mr. Farmer continued, “We serve a broad and diverse group of customers who use many of our services, such as our uniform rental and sales services, entrance mats, restroom supply and hygiene services, first aid and safety products or document management services. We believe our top line growth and bottom line profits will continue to strengthen as U.S. employment strengthens and customers rely on Cintas for one or more of our services.”

For the six months ended November, revenue of $1.5 billion increased 9 percent compared to $1.38 billion, while earnings per share rose 10 percent from $.77 per diluted share to $.85 per diluted share. Mr. Farmer commented, “We continue to build our sales staff to take advantage of growth opportunities throughout our Company. In addition, we are actively identifying and making acquisitions in order to grow our business and gain market share.”

STRONG BALANCE SHEET

The Company’s balance sheet continues to strengthen. Debt to total capitalization was 18.8 percent as of November 30, 2004, versus 22.1 percent last year. Cash and marketable securities climbed to $356 million as of November 30, 2004, compared to $196 million last year. Total shareholders’ equity has now reached $2.1 billion.

OUTLOOK AFFIRMED

Mr. Farmer continued, “We are reiterating our guidance for fiscal 2005, which was communicated with our fiscal 2004 results. We expect revenue for fiscal 2005 in the range of $3.0 billion to $3.2 billion, with full year earnings per share (diluted) in the range of $1.70 to $1.80, assuming a continued improvement in the economy.”

ABOUT CINTAS

Headquartered in Cincinnati, Ohio, Cintas Corporation provides highly specialized services to businesses of all types throughout North America. Cintas designs, manufactures and implements corporate identity uniform programs, provides entrance mats, restroom supplies, promotional products, and first aid and safety products and services for over 550,000 businesses. Cintas is a publicly held company traded over the Nasdaq National Market under the symbol CTAS, and is a Nasdaq-100 company and component of the Standard & Poor’s 500 Index. The Company has achieved 35 consecutive years of growth in sales and earnings, to date.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words such as estimates, anticipates, projects, plans, expects, intends, believes, should and similar expressions and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in this news release. 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, costs and possible effects of union organizing activities, 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 under the Act to update any forward-looking statements to reflect the events or circumstances arising after the date on which they are made.

For additional information, contact:

William C. Gale, Senior Vice President-Finance and CFO – 513/573-4211
Karen L. Carnahan, Vice President and Treasurer – 513/573-4013

Cintas Corporation
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands except per share data)

	Three Months Ended								Six Months Ended
	Nov. 30, 2004			Nov. 30, 2003			% Chng.		Nov. 30, 2004			Nov. 30, 2003			% Chng.
Revenue:
Rentals	$	583,808		$	548,456			6.4	$	1,165,467		$	1,086,860			7.2
Other services		173,032			152,853			13.2		337,329			292,105			15.5
Total revenue	$	756,840		$	701,309			7.9	$	1,502,796		$	1,378,965			9.0
Costs and expenses (income):
Cost of rentals	$	323,289		$	305,335			5.9	$	641,043		$	603,480			6.2
Cost of other services		117,596			102,537			14.7		226,960			194,600			16.6
Selling and administrative expenses		194,431			176,954			9.9		393,240			353,084			11.4
Interest income		(1,514	)		(560	)		170.4		(2,636	)		(973	)		170.9
Interest expense		6,218			6,468			-3.9		12,051			13,348			-9.7
Write-off of loan receivable		--			--			N/A		--			4,343			N/A
Total costs and expenses	$	640,020		$	590,734			8.3	$	1,270,658		$	1,167,882			8.8
Income before income taxes	$	116,820		$	110,575			5.6	$	232,138		$	211,083			10.0
Income taxes		43,260			40,918			5.7		85,912			78,099			10.0
Net income	$	73,560		$	69,657			5.6	$	146,226		$	132,984			10.0
Per share data:
Basic earnings per share	$	0.43		$	0.41			4.9	$	0.85		$	0.78			9.0
Diluted earnings per share	$	0.43		$	0.40			7.5	$	0.85		$	0.77			10.4
Basic shares outstanding		171,638			170,804					171,544			170,727
Diluted shares outstanding		172,664			172,212					172,634			172,021

CINTAS CORPORATION SUPPLEMENTAL DATA

	Three Months Ended						Six Months Ended
	Nov. 30, 2004		Nov. 30, 2003		% Chng.		Nov. 30, 2004		Nov. 30, 2003		% Chng.
Rental gross margin		44.6%		44.3%				45.0%		44.5%
Other services gross margin		32.0%		32.9%				32.7%		33.4%
Total gross margin		41.7%		41.8%				42.2%		42.1%
Net margin		9.7%		9.9%				9.7%		9.6%
Depreciation and amortization	$	36,636	$	35,899		2.1	$	73,064	$	71,334		2.4
Capital expenditures	$	38,527	$	26,014		48.1	$	73,863	$	57,021		29.5
Debt to total capitalization		18.8%		22.1%				18.8%		22.1%

Cintas Corporation
Consolidated Condensed Balance Sheets
(Unaudited)
(In thousands except share data)

	Nov. 30, 2004			Nov. 30, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	113,395		$	98,596
Marketable securities		242,769			97,519
Accounts receivable, net		308,996			279,588
Inventories, net		202,115			217,237
Uniforms and other rental items in service		309,216			297,542
Prepaid expenses		9,019			6,975
Total current assets		1,185,510			997,457
Property and equipment, at cost, net		799,873			776,814
Goodwill		830,492			730,850
Service contracts, net		140,327			137,501
Other assets, net		37,893			52,321
	$	2,994,095		$	2,694,943
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	65,750		$	56,271
Accrued liabilities		133,836			116,839
Income taxes:
Current		73,804			68,724
Deferred		60,538			56,925
Long-term debt due within one year		10,155			23,492
Total current liabilities		344,083			322,251
Long-term debt due after one year		465,178			482,850
Deferred income taxes		129,713			101,424
Shareholders' equity:
Preferred stock, no par value: 100,000 shares
authorized, none outstanding		--			--
Common stock, no par value: 425,000,000 shares
authorized, 171,689,744 and 170,890,747 shares
issued and outstanding, respectively		98,853			79,178
Retained earnings		1,936,773			1,701,055
Other accumulated comprehensive income (loss):
Foreign currency translation		20,971			9,951
Unrealized loss on derivatives		(1,476	)		(1,766	)
Total shareholders' equity		2,055,121			1,788,418
	$	2,994,095		$	2,694,943

Cintas Corporation
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(In thousands)

	Six Months Ended
	2004			2003
Cash flows from operating activities:
Net income	$	146,226		$	132,984
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		59,521			58,460
Amortization of deferred charges		13,543			12,874
Deferred income taxes		20,252			8,319
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable		(21,901	)		(978	)
Inventories		(13,079	)		16,128
Uniforms and other rental items in service		(10,969	)		3,852
Prepaid expenses		(1,595	)		632
Accounts payable		12,218			2,357
Accrued compensation and related liabilities		1,534			(1,287	)
Accrued liabilities		(46,290	)		(36,008	)
Income taxes payable		37,164			52,197
Net cash provided by operating activities		196,624			249,530
Cash flows from investing activities:
Capital expenditures		(73,863	)		(57,021	)
Proceeds from sale or redemption of marketable securities		18,571			12,838
Purchase of marketable securities		(94,376	)		(84,937	)
Acquisitions of businesses, net of cash acquired		(33,692	)		(13,595	)
Other		(1,492	)		1,713
Net cash used in investing activities		(184,852	)		(141,002	)
Cash flows from financing activities:
Repayment of long-term debt		(6,660	)		(51,273	)
Stock options exercised		2,654			3,054
Other		18,272			6,048
Net cash provided by (used in) financing activities		14,266			(42,171	)
Net increase in cash and cash equivalents		26,038			66,357
Cash and cash equivalents at beginning of period		87,357			32,239
Cash and cash equivalents at end of period	$	113,395		$	98,596