-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BIeMb8tuiYcU+pOI7dqxFY2I3QgDtz/gkClMGsRPNkO7iDTpgyqHhnizCTxmsgjg yyHGrivlaErSG0cFbCuYTg== 0000892251-06-000033.txt : 20060106 0000892251-06-000033.hdr.sgml : 20060106 20060106164749 ACCESSION NUMBER: 0000892251-06-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051130 FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11399 FILM NUMBER: 06517008 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 10-Q 1 form10q113005.htm FORM 10-Q - 11/30/2005 Form 10-Q - 11/30/05

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 November 30, 2005

( )

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.)

	6800 CINTAS BOULEVARD P.O. BOX 625737 CINCINNATI, OHIO 45262-5737
	(Address of principal executive offices) (Zip Code)

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

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

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

Class		Outstanding December 31, 2005
Common Stock, no par value		168,015,616

CINTAS CORPORATION

INDEX

Part I.     Financial Information

        Item 1.     Financial Statements.

                       Consolidated Condensed Statements of Income -
                            Three Months and Six Months Ended
                             November 30, 2005 and 2004

                       Consolidated Condensed Balance Sheets -
                            November 30, 2005 and May 31, 2005

                       Consolidated Condensed Statements of Cash Flows -
                            Six Months Ended November 30, 2005 and 2004

                       Notes to Consolidated Condensed Financial Statements

        Item 2.     Management's Discussion and Analysis of Financial
                            Condition and Results of Operations.

        Item 3.     Quantitative and Qualitative Disclosures About
                            Market Risk.

        Item 4.     Controls and Procedures.

Part II.    Other Information

        Item 1.     Legal Proceedings.

        Item 2(c). Issuer Purchases of Equity Securities.

        Item 4.     Submission of matters to a vote of security holders.

        Item 6.     Exhibits.

Signatures

Certifications

Page No.

   3

   4

   5

   6

  23

  30

  31

  32

  32

  33

  34

  35

  35

  36

CINTAS CORPORATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)

	Three Months Ended November 30,						Six Months Ended November 30,
	2005			2004			2005			2004
Revenue:
Rentals	$	631,590		$	583,808		$	1,259,598		$	1,165,467
Other services		204,195			173,032			399,662			337,329

		835,785			756,840			1,659,260			1,502,796
Costs and expenses (income):
Cost of rentals		349,658			323,289			689,083			641,043
Cost of other services		135,666			117,596			264,228			226,960
Selling and administrative expenses		219,912			194,431			443,349			393,240
Interest income		(1,332	)		(1,514	)		(3,034	)		(2,636	)
Interest expense		7,484			6,218			14,820			12,051

		711,388			640,020			1,408,446			1,270,658

Income before income taxes		124,397			116,820			250,814			232,138

Income taxes		46,426			43,260			93,308			85,912

Net income	$	77,971		$	73,560		$	157,506		$	146,226

Basic earnings per share	$	.46		$	.43		$	.93		$	.85

Diluted earnings per share	$	.46		$	.43		$	.93		$	.85

See accompanying notes.

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

	November 30, 2005			May 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	52,596		$	43,196
Marketable securities		203,338			266,232
Accounts receivable, net		359,696			326,896
Inventories, net		213,807			216,412
Uniforms and other rental items in service		315,477			305,450
Prepaid expenses		7,661			8,358

Total current assets		1,152,575			1,166,544

Property and equipment, at cost, net		829,258			817,198

Goodwill		953,909			889,538
Service contracts, net		148,324			146,596
Other assets, net		36,901			39,868

	$	3,120,967		$	3,059,744

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	58,557		$	69,296
Accrued compensation and related liabilities		41,167			38,710
Accrued liabilities		127,672			166,428
Income taxes:
Current		82,497			32,864
Deferred		49,466			41,883
Long-term debt due within one year		4,252			7,300

Total current liabilities		363,611			356,481

Long-term debt due after one year		461,890			465,291

Deferred income taxes		132,932			133,837

Shareholders' equity:
Preferred stock, no par value:
100,000 shares authorized, none outstanding		--			--
Common stock, no par value:
425,000,000 shares authorized,
FY 2006: 172,353,371 issued and 167,992,441 outstanding
FY 2005: 172,127,502 issued and 170,658,601 outstanding		118,301			114,171
Retained earnings		2,193,498			2,035,992
Treasury stock:
FY 2006: 4,360,930 shares
FY 2005: 1,468,901 shares		(172,374	)		(58,204	)
Other accumulated comprehensive income (loss):
Foreign currency translation		24,294			13,507
Unrealized loss on derivatives		(1,185	)		(1,331	)

Total shareholders' equity		2,162,534			2,104,135

	$	3,120,967		$	3,059,744

See accompanying notes.

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

	Six Months Ended November 30,
	2005			2004
Cash flows from operating activities:

Net income	$	157,506		$	146,226
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation		61,982			59,521
Amortization of deferred charges		15,678			13,543
Deferred income taxes		6,678			20,252
Change in current assets and liabilities, net of
acquisitions of businesses:
Accounts receivable		(27,567	)		(21,901	)
Inventories		3,096			(13,079	)
Uniforms and other rental items in service		(10,027	)		(10,969	)
Prepaid expenses		710			(1,595	)
Accounts payable		(10,751	)		12,218
Accrued compensation and related liabilities		2,457			1,534
Accrued liabilities		(43,231	)		(46,290	)
Income taxes payable		49,633			37,164

Net cash provided by operating activities		206,164			196,624

Cash flows from investing activities:

Capital expenditures		(70,181	)		(73,863	)
Proceeds from sale or redemption of marketable securities		73,171			18,571
Purchase of marketable securities		(10,277	)		(94,376	)
Acquisitions of businesses, net of cash acquired		(87,078	)		(33,692	)
Other		3,111			(1,492	)

Net cash used in investing activities		(91,254	)		(184,852	)

Cash flows from financing activities:

Repayment of debt		(6,403	)		(6,660	)
Stock options exercised		3,829			2,654
Repurchase of common stock		(114,170	)		--
Other		11,234			18,272

Net cash (used in) provided by financing activities		(105,510	)		14,266

Net increase in cash and cash equivalents		9,400			26,038

Cash and cash equivalents at beginning of period		43,196			87,357

Cash and cash equivalents at end of period	$	52,596		$	113,395

See accompanying notes.

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 U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our most recent annual report for the fiscal year ended May 31, 2005. A summary of our significant accounting policies is presented on page 30 of that 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. This is especially true in the second quarter of fiscal 2006 given the effects of hurricanes Katrina, Rita and Wilma and the significant increase in fuel costs. In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.

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

2. New Accounting Standard

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123 (revised 2004), Share-Based Payment, (Statement 123R), which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Generally, the approach in Statement 123R is similar to the approach described in Statement 123. However, Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for public entities (excluding small business issuers) no later than the beginning of the first fiscal year beginning after June 15, 2005. Cintas will adopt this Statement no later than the first quarter of fiscal 2007. Cintas is in the process of determining the impact that the adoption of Statement 123R will have on its consolidated financial position and results of operations.

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 periods:

	Three Months Ended November 30,					Six Months Ended November 30,
	2005			2004		2005		2004
Numerator:
Net income	$	77,971		$	73,560	$	157,506	$	146,226

Denominator:
Denominator for basic earnings per
share-weighted average shares		167,975			171,638		168,460		171,544

Effect of dilutive securities-
employee stock options		636			1,026		623		1,090

Denominator for diluted earnings per
share-adjusted weighted average
shares and assuming conversions		168,611	*		172,664		169,083		172,634

Basic earnings per share	$	.46		$	.43	$	.93	$	.85

Diluted earnings per share	$	.46		$	.43	$	.93	$	.85

*	Recomputed under the Treasury Stock Method. This differs from earlier estimates of 170,473. Recomputation had no effect on EPS.

4. Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the six months ended November 30, 2005, by operating segment, are as follows:

	Rentals		Other Services		Total
Goodwill
Balance as of June 1, 2005	$	701,422	$	188,116	$	889,538
Goodwill acquired		10,542		52,581		63,123
Foreign currency translation		1,083		165		1,248

Balance as of November 30, 2005	$	713,047	$	240,862	$	953,909

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

	Rentals			Other Services			Total
Service Contracts
Balance as of June 1, 2005	$	118,350		$	28,246		$	146,596

Service contracts acquired		2,641			10,837			13,478

Service contracts amortization		(10,409	)		(2,978	)		(13,387	)

Foreign currency translation		1,590			47			1,637

Balance as of November 30, 2005	$	112,172		$	36,152		$	148,324

Information regarding Cintas’ service contracts and other assets follows:

	As of November 30, 2005
	Carrying Amount		Accumulated Amortization		Net
Service contracts	$	250,888	$	102,564	$	148,324

Noncompete and
consulting agreements	$	40,024	$	17,154	$	22,870
Other		17,115		3,084		14,031

Total	$	57,139	$	20,238	$	36,901

	As of May 31, 2005
	Carrying Amount		Accumulated Amortization		Net
Service contracts	$	236,179	$	89,583	$	146,596

Noncompete and
consulting agreements	$	36,158	$	17,163	$	18,995
Other		23,671		2,798		20,873

Total	$	59,829	$	19,961	$	39,868

Amortization expense was $15,678 and $13,543 for the six months ended November 30, 2005 and November 30, 2004, respectively. Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $31,475, $30,177, $27,536, $25,050 and $21,935, respectively.

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

5. Debt, 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.

From time to time, Cintas will use 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.

From time to time, 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. There are no interest rate swap agreements outstanding as of November 30, 2005. When outstanding, the effectiveness of these swaps is reviewed at least every fiscal quarter. Cintas also uses 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. These agreements involve the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreements without an exchange of underlying principal amount. The mark-to-market values of both the fair value hedging instruments and the underlying debt obligations are equal and recorded as offsetting gains and losses in current period earnings. Cintas has determined that the current reverse interest rate swap agreements, designated as fair value hedges, qualify for treatment under the short-cut method of measuring effectiveness. Under the provisions of Statement 133, these hedges are determined to be perfectly effective and there is no requirement to periodically evaluate effectiveness. Cintas terminated its reverse interest rate swap agreements on September 1, 2005, thereby converting $225 million in long-term debt back to fixed rate debt with an effective interest rate of 5.13%.

Cintas entered into two interest rate lock agreements as part of the Omni acquisition in fiscal 2002. The amortization of the cash flow hedge, pertaining to these lock agreements, resulted in a credit to other comprehensive income of $73 for the three months ended November 30, 2005, and $146 for the six months ended November 30, 2005.

Cintas has certain significant 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. Were a default of a significant covenant to occur, the default could result in an acceleration of indebtedness, impair liquidity and limit the ability to raise future capital. Cintas’ debt, net of cash and marketable securities, is $210 million. For the six months ended November 30, 2005, net cash provided by operating activities was $206 million. Capital expenditures were approximately $70 million for the same period.

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

6. Stock-Based Compensation

Cintas follows the disclosure requirements of FASB Statement No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, but continues to apply Accounting Principles Board Opinion No. 25 as the method used to account for stock-based employee compensation arrangements. See Note 2 entitled New Accounting Standard regarding a new accounting standard for share-based payments, which Cintas will adopt no later than the first quarter of fiscal 2007. 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 November 30,				Six Months Ended November 30,
	2005		2004		2005		2004
Net income, as reported	$	77,971	$	73,560	$	157,506	$	146,226

Deduct: Total stock-based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects		1,132		2,224		2,245		4,280

Pro forma net income	$	76,839	$	71,336	$	155,261	$	141,946

Earnings per share:
Basic - as reported	$	.46	$	.43	$	.93	$	.85

Basic - pro forma	$	.46	$	.42	$	.92	$	.83

Diluted - as reported	$	.46	$	.43	$	.93	$	.85

Diluted - pro forma	$	.46	$	.41	$	.92	$	.82

During the third quarter of fiscal 2005, Cintas vested certain employee stock options whose exercise price was greater than current market value.

7. 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 earnings. For Cintas, the only components of total comprehensive income are the change in cumulative foreign currency translation adjustments and the change in the fair value of the forecasted cash flows associated with a derivative accounted for as a cash flow hedge. The components of comprehensive income for the three and six month periods ended November 30, 2005 and November 30, 2004 are as follows:

	Three Months Ended November 30,				Six Months Ended November 30,
	2005		2004		2005		2004
Net income	$	77,971	$	73,560	$	157,506	$	146,226

Other comprehensive income:
Foreign currency translation adjustment		2,637		12,407		10,787		16,497
Net unrealized income on cash flow hedges		73		72		146		145

Comprehensive income	$	80,681	$	86,039	$	168,439	$	162,868

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

8. 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 to its customers. Other products and services within the Rentals operating segment, including entrance mats, shop towels and restroom supplies, are also rented or sold to its customers. The Other Services operating segment involves the design, manufacture and direct sale of uniforms to customers, as well as the sale of ancillary products and services. These ancillary products and services include first aid, safety and fire protection products and services, document management services and cleanroom supplies. Both segments provide these products and services 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 as to the operations of Cintas’ different business segments is set forth below based on the distribution of products and services offered. Cintas evaluates performances based on several factors of which the primary financial measures are business segment revenue and income before income taxes.

	Rentals		Other Services		Corporate			Total
For the three months
ended November 30, 2005
Revenue	$	631,590	$	204,195	$	--		$	835,785

Income (loss) before income taxes	$	113,486	$	17,063	$	(6,152	)	$	124,397

For the three months
ended November 30, 2004
Revenue	$	583,808	$	173,032	$	--		$	756,840

Income (loss) before income taxes	$	106,779	$	14,745	$	(4,704	)	$	116,820

As of and for the six months
ended November 30, 2005
Revenue	$	1,259,598	$	399,662	$	--		$	1,659,260

Income (loss) before income taxes	$	229,494	$	33,106	$	(11,786	)	$	250,814

Total assets	$	2,284,343	$	580,690	$	255,934		$	3,120,967

As of and for the six months
ended November 30, 2004
Revenue	$	1,165,467	$	337,329	$	--		$	1,502,796

Income (loss) before income taxes	$	213,736	$	27,817	$	(9,415	)	$	232,138

Total assets	$	2,233,966	$	403,965	$	356,164		$	2,994,095

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

9. 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 operations 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 August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Maine, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington and West Virginia. The plaintiffs are seeking unspecified monetary damages, injunctive relief or both. Cintas denies these claims and is defending the plaintiffs’ allegations. The court ordered arbitration for all potential plaintiffs except for those that fall into one of four narrowly defined exceptions. As a result, Cintas believes that a majority of the potential plaintiffs will be required to arbitrate their 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 is also a defendant in a purported class action lawsuit, Robert Ramirez, et al., v. Cintas Corporation, filed on January 20, 2004, and pending in the United States District Court, Northern District of California, San Francisco Division. The case was brought on behalf of all past and present female, African-American and Hispanic applicants and employees of Cintas and its subsidiaries. The complaint alleges that Cintas has engaged in a pattern and practice of discriminating against women and minorities in recruitment, hiring, promotions, transfers, job assignments and pay. The complaint seeks injunctive relief, compensatory damages, punitive damages and attorney’s fees, among other things. Cintas denies these claims and is defending the plaintiffs’ allegations. The court has ordered four of the named plaintiffs to arbitrate their claims. On April 27, 2005, the United States Equal Employment Opportunity Commission (EEOC) intervened in order to participate in this lawsuit. No filings or determination has been made in regard to the lawsuit as to 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. Several related proceedings with similar allegations and seeking similar relief damages and fees are pending, including a class action lawsuit, Mirna E. Serrano, et al., v. Cintas Corporation, filed on May 10, 2004, in the United States District Court for the Eastern District of Michigan, Southern Division on behalf of female service sales representative job applicants at all Cintas locations in Michigan. On September 6, 2005, a Magistrate Judge granted Plaintiffs’ motion for leave to file a second amended complaint to expand the lawsuit to a nationwide claim. On November 15, 2005, the EEOC intervened in Serrano to participate in the lawsuit in continuation of an EEOC charge filed on April 17, 2000, by Mirna Serrano with the EEOC Detroit District office. On July 15, 2005, the EEOC terminated the processing of an administrative action filed on December 15, 2004, by James Morgan with the EEOC Washington, D.C. office and the California Department of Fair Employment and Housing alleging racial discrimination in compensation and training opportunities and issued a right to sue letter. On August 3, 2005, Morgan joined the Ramirez lawsuit. On November 2, 2005, the Court entered an order requiring Morgan to arbitrate all of his claims for monetary damages. In addition, a class action lawsuit, Larry Houston, et al., v. Cintas Corporation, was filed on August 3, 2005, in the United States District Court for the Northern District of California on behalf of

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

African-American managers alleging racial discrimination. On November 22, 2005, the Court entered an order requiring the named plaintiffs in the Houston lawsuit to arbitrate all of their claims for monetary damages. If there is an adverse verdict or a negotiated settlement of these actions, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas. Any estimated liability relating to these proceedings is not determinable at this time.

Several other similar administrative proceedings are pending including: (i) two charges filed on November 30, 2004, by an EEOC Commissioner with the EEOC Systemic Litigation Unit alleging failure to hire and assign females to production job positions, and failing to hire females, African-Americans and Hispanics into the Management Trainee program, (ii) a charge filed on January 24, 2005, by Jennifer Fargo on behalf of herself and a similarly situated class with the Augusta Human Relations Commission and the EEOC Detroit District office alleging gender and equal pay discrimination against female sales representatives and sales associates, (iii) a charge filed on March 23, 2005, by Clifton Cooper on behalf of himself and a similarly situated class with the EEOC Systemic Litigation Unit alleging discriminatory pay and treatment due to race, (iv) a charge filed on April 25, 2005, by Melissa Schulz on behalf of herself and a similarly situated class with the EEOC Systemic Litigation Unit and the Oregon Bureau of Labor and Industries, Civil Rights Division alleging discriminatory pay and treatment due to race and gender and (v) a charge filed on June 10, 2005, by Mattie Cooper on behalf of herself and a similarly situated class with the EEOC Systemic Litigation Unit alleging discriminatory pay and treatment due to race and gender. The investigations of these allegations are pending and no determinations have been made. On November 2, 2005, the EEOC issued a dismissal and notice of rights letter and closed its file on the Lorelei Reynolds charge filed on March 28, 2005, with the EEOC Birmingham District office alleging discriminatory pay and treatment due to race and gender on behalf of herself and a similarly situated class.

Cintas is also a defendant in a lawsuit, J. Lester Alexander, III vs. Cintas Corp., et al., which was originally filed on October 25, 2004, and is currently pending in the United States Bankruptcy Court for the Middle District of Alabama, Eastern Division. The case was brought by J. Lester Alexander, III, the Chapter 7 Trustee (the “Trustee”) of Terry Manufacturing Company, Inc. (“TMC”) and Terry Uniform Company, LLC (“TUC”), against Cintas in Randolph County, Alabama. The Trustee seeks damages against Cintas for allegedly breaching fiduciary duties to TMC and TUC and for allegedly aiding and abetting breaches of fiduciary duties by others to those entities. The complaint also includes allegations that Cintas breached certain limited liability company agreements, or alternatively, misrepresented its intention to perform its obligations in those agreements and acted as alter egos of the bankrupt TMC and is therefore liable for all of TMC’s debts. The Trustee is seeking $50 million in compensatory damages and $100 million in punitive damages. Cintas denies these claims and is vigorously defending itself against all claims in the complaint. If there is an adverse verdict on the merits or in the event of a negotiated settlement of this lawsuit, the resulting liability could be material to Cintas. Any estimated liability relating to this lawsuit is not determinable at this time.

The litigation discussed above, if decided adversely to or settled by Cintas, may, individually or in the aggregate, result in liability material to Cintas’ financial condition or results of operations. 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 interests of Cintas’ shareholders.

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

10. Subsequent Events

On December 19, 2005, Cintas entered into a cash settled forward starting swap to protect the forecasted interest payments from interest rate movement for an anticipated $200 million debt issuance in 2007. The Hypothetical Derivative Method will be used to assess hedge effectiveness. Cintas expects that the forward starting swap will be perfectly effective as the critical terms of the anticipated debt issuance will perfectly offset the hedged cash flows of the forecasted interest payments. Over the next eighteen months, if the 30-year Treasury rate increases, the bank will make a payment to Cintas. Conversely, if the 30-year Treasury rate decreases, Cintas will pay the bank. These payments will increase or decrease cash with an offset to other comprehensive income in shareholders’ equity and will be amortized to earnings over the term of the debt issuance in 2007.

11. Supplemental Guarantor Information

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.

On May 13, 2002, Cintas completed the acquisition of Omni Services, Inc. (Omni). A portion of the purchase price for Omni was funded with $450,000 in long-term notes. Corp. 2 was the issuer of the long-term notes, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and the subsidiary guarantors.

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:

CONDENSED CONSOLIDATING INCOME STATEMENT
THREE MONTHS ENDED NOVEMBER 30, 2005

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	463,499		$	129,694		$	38,524		$	(127	)	$	631,590
Other services		--		290,925			102,980			14,035			(203,745	)		204,195
Equity in net income of affiliates		77,971		--			--			--			(77,971	)		--

		77,971		754,424			232,674			52,559			(281,843	)		835,785
Costs and expenses (income):
Cost of rentals		--		292,922			76,735			22,532			(42,531	)		349,658
Cost of other services		--		218,488			69,319			9,043			(161,184	)		135,666
Selling and administrative expenses		--		202,677			6,884			10,123			228			219,912
Interest income		--		(898	)		(106	)		(328	)		--			(1,332	)
Interest expense		--		7,403			(986	)		1,067			--			7,484

		--		720,592			151,846			42,437			(203,487	)		711,388

Income before income taxes		77,971		33,832			80,828			10,122			(78,356	)		124,397
Income taxes		--		12,682			30,000			3,744			--			46,426

Net income	$	77,971	$	21,150		$	50,828		$	6,378		$	(78,356	)	$	77,971

CONDENSED CONSOLIDATING INCOME STATEMENT
THREE MONTHS ENDED NOVEMBER 30, 2004

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	432,722		$	117,896		$	33,271		$	(81	)	$	583,808
Other services		--		187,681			79,161			10,205			(104,015	)		173,032
Equity in net income of affiliates		73,560		--			--			--			(73,560	)		--

		73,560		620,403			197,057			43,476			(177,656	)		756,840
Costs and expenses (income):
Cost of rentals		--		265,140			70,818			19,679			(32,348	)		323,289
Cost of other services		--		142,417			43,209			6,588			(74,618	)		117,596
Selling and administrative expenses		--		185,635			(8,800	)		8,726			8,870			194,431
Interest income		--		(1,250	)		(3	)		(261	)		--			(1,514	)
Interest expense		--		6,119			(851	)		950			--			6,218

		--		598,061			104,373			35,682			(98,096	)		640,020

Income before income taxes		73,560		22,342			92,684			7,794			(79,560	)		116,820
Income taxes		--		5,808			34,857			2,595			--			43,260

Net income	$	73,560	$	16,534		$	57,827		$	5,199		$	(79,560	)	$	73,560

CONDENSED CONSOLIDATING INCOME STATEMENT
SIX MONTHS ENDED NOVEMBER 30, 2005

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	925,447		$	259,701		$	74,703		$	(253	)	$	1,259,598
Other services		--		587,496			201,936			27,088			(416,858	)		399,662
Equity in net income of affiliates		157,506		--			--			--			(157,506	)		--

		157,506		1,512,943			461,637			101,791			(574,617	)		1,659,260
Costs and expenses (income):
Cost of rentals		--		578,709			152,418			43,838			(85,882	)		689,083
Cost of other services		--		442,244			138,889			17,453			(334,358	)		264,228
Selling and administrative expenses		--		424,882			(3,243	)		22,186			(476	)		443,349
Interest income		--		(2,233	)		(197	)		(604	)		--			(3,034	)
Interest expense		--		14,717			(1,993	)		2,096			--			14,820

		--		1,458,319			285,874			84,969			(420,716	)		1,408,446

Income before income taxes		157,506		54,624			175,763			16,822			(153,901	)		250,814
Income taxes		--		20,698			66,599			6,011			--			93,308

Net income	$	157,506	$	33,926		$	109,164		$	10,811		$	(153,901	)	$	157,506

CONDENSED CONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED NOVEMBER 30, 2004

	Cintas Corporation		Corp. 2			Subsidiary Guarantors			Non-Guarantors			Eliminations			Cintas Corporation Consolidated
Revenue:
Rentals	$	--	$	865,513		$	235,855		$	64,251		$	(152	)	$	1,165,467
Other services		--		365,354			157,485			17,477			(202,987	)		337,329
Equity in net income of affiliates		146,226		--			--			--			(146,226	)		--

		146,226		1,230,867			393,340			81,728			(349,365	)		1,502,796
Costs and expenses (income):
Cost of rentals		--		528,579			141,670			37,672			(66,878	)		641,043
Cost of other services		--		278,978			81,552			10,959			(144,529	)		226,960
Selling and administrative expenses		--		371,322			(12,787	)		16,898			17,807			393,240
Interest income		--		(2,189	)		(6	)		(441	)		--			(2,636	)
Interest expense		--		11,810			(1,650	)		1,891			--			12,051

		--		1,188,500			208,779			66,979			(193,600	)		1,270,658

Income before income taxes		146,226		42,367			184,561			14,749			(155,765	)		232,138
Income taxes		--		11,421			69,867			4,624			--			85,912

Net income	$	146,226	$	30,946		$	114,694		$	10,125		$	(155,765	)	$	146,226

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF NOVEMBER 30, 2005

	Cintas Corporation			Corp. 2		Subsidiary Guarantors			Non-Guarantors		Eliminations			Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$	--		$	27,481	$	7,382		$	17,733	$	--		$	52,596
Marketable securities		--			163,921		--			39,417		--			203,338
Accounts receivable, net		--			243,569		107,736			19,705		(11,314	)		359,696
Inventories, net		--			193,405		24,510			9,013		(13,121	)		213,807
Uniforms and other rental items in service		--			256,311		76,693			18,021		(35,548	)		315,477
Prepaid expenses		--			4,830		2,310			521		--			7,661

Total current assets		--			889,517		218,631			104,410		(59,983	)		1,152,575

Property and equipment, at cost, net		--			593,410		192,071			43,777		--			829,258

Goodwill		--			150,559		783,847			19,503		--			953,909
Service contracts, net		--			90,405		50,544			7,375		--			148,324
Other assets, net		1,674,178			37,139		945,629			183,198		(2,803,243	)		36,901

	$	1,674,178		$	1,761,030	$	2,190,722		$	358,263	$	(2,863,226	)	$	3,120,967

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	(465,247	)	$	3,566	$	481,947		$	278	$	38,013		$	58,557
Accrued compensation and related liabilities		--			28,356		10,596			2,215		--			41,167
Accrued liabilities		--			182,377		(58,788	)		4,128		(45	)		127,672
Income taxes:
Current		--			7,183		73,567			1,776		(29	)		82,497
Deferred		--			--		48,124			1,342		--			49,466
Long-term debt due within one year		--			3,524		900			--		(172	)		4,252

Total current liabilities		(465,247	)		225,006		556,346			9,739		37,767			363,611

Long-term debt due after one year		--			468,636		(57,206	)		84,739		(34,279	)		461,890
Deferred income taxes		--			10,222		117,973			4,737		--			132,932
Total shareholders' equity		2,139,425			1,057,166		1,573,609			259,048		(2,866,714	)		2,162,534

	$	1,674,178		$	1,761,030	$	2,190,722		$	358,263	$	(2,863,226	)	$	3,120,967

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MAY 31, 2005

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non-Guarantors		Eliminations			Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$	--		$	13,259		$	12,570		$	17,367	$	--		$	43,196
Marketable securities		--			226,658			--			39,574		--			266,232
Accounts receivable, net		--			237,152			93,109			9,025		(12,390	)		326,896
Inventories, net		--			199,236			24,120			9,087		(16,031	)		216,412
Uniforms and other rental items in service		--			250,222			74,887			16,584		(36,243	)		305,450
Prepaid expenses		--			5,781			1,989			588		--			8,358

Total current assets		--			932,308			206,675			92,225		(64,664	)		1,166,544

Property and equipment, at cost, net		--			599,757			176,648			40,793		--			817,198

Goodwill		--			140,405			734,113			15,020		--			889,538
Service contracts, net		--			95,560			43,727			7,309		--			146,596
Other assets, net		1,626,712			44,757			829,890			164,544		(2,626,035	)		39,868

	$	1,626,712		$	1,812,787		$	1,991,053		$	319,891	$	(2,690,699	)	$	3,059,744

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	(465,247	)	$	91,255		$	402,657		$	2,618	$	38,013		$	69,296
Accrued compensation and related liabilities		--			28,287			8,523			1,900		--			38,710
Accrued liabilities		--			191,123			(28,212	)		4,479		(962	)		166,428
Income taxes:
Current		--			(640	)		32,232			1,301		(29	)		32,864
Deferred		--			--			40,635			1,248		--			41,883
Long-term debt due within one year		--			6,588			871			--		(159	)		7,300

Total current liabilities		(465,247	)		316,613			456,706			11,546		36,863			356,481

Long-term debt due after one year		--			471,750			(52,413	)		78,778		(32,824	)		465,291
Deferred income taxes		--			10,222			119,212			4,403		--			133,837
Total shareholders' equity		2,091,959			1,014,202			1,467,548			225,164		(2,694,738	)		2,104,135

	$	1,626,712		$	1,812,787		$	1,991,053		$	319,891	$	(2,690,699	)	$	3,059,744

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED NOVEMBER 30, 2005

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non- Guarantors			Eliminations			Cintas Corporation Consolidated
Cash flows from operating activities:
Net income	$	157,506		$	33,926		$	109,164		$	10,811		$	(153,901	)	$	157,506
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation		--			38,300			20,614			3,068			--			61,982
Amortization of deferred charges		--			8,974			5,314			1,390			--			15,678
Deferred income taxes		--			--			6,250			428			--			6,678
Changes in current assets and liabilities,
net of acquisitions of businesses:
Accounts receivable		--			(6,729	)		(9,082	)		(10,680	)		(1,076	)		(27,567	)
Inventories		--			5,831			101			74			(2,910	)		3,096
Uniforms and other rental items in service		--			(6,089	)		(1,806	)		(1,437	)		(695	)		(10,027	)
Prepaid expenses		--			951			(308	)		67			--			710
Accounts payable		--			(86,032	)		77,635			(2,354	)		--			(10,751	)
Accrued compensation and related liabilities		--			69			2,073			315			--			2,457
Accrued liabilities		--			(8,060	)		(35,578	)		(510	)		917			(43,231	)
Income taxes payable		--			7,823			41,335			475			--			49,633

Net cash provided by (used in) operating activities		157,506			(11,036	)		215,712			1,647			(157,665	)		206,164

Cash flows from investing activities:
Capital expenditures		--			(32,062	)		(32,181	)		(5,938	)		--			(70,181	)
Proceeds from sale or redemption of marketable securities		--			63,035			--			10,136			--			73,171
Purchase of marketable securities		--			(298	)		--			(9,979	)		--			(10,277	)
Acquisitions of businesses, net of cash acquired		--			(12,379	)		(70,130	)		(4,569	)		--			(87,078	)
Other		(47,466	)		12,948			(113,825	)		(7,679	)		159,133			3,111

Net cash (used in) provided by investing activities		(47,466	)		31,244			(216,136	)		(18,029	)		159,133			(91,254	)

Cash flows from financing activities:
Repayment of debt		--			(6,132	)		(4,764	)		5,961			(1,468	)		(6,403	)
Stock options exercised		3,829			--			--			--			--			3,829
Repurchase of common stock		(114,170	)		--			--			--			--			(114,170	)
Other		301			146			--			10,787			--			11,234

Net cash (used in) provided by financing activities		(110,040	)		(5,986	)		(4,764	)		16,748			(1,468	)		(105,510	)

Net increase (decrease) in cash and cash equivalents		--			14,222			(5,188	)		366			--			9,400
Cash and cash equivalents at beginning of period		--			13,259			12,570			17,367			--			43,196

Cash and cash equivalents at end of period	$	--		$	27,481		$	7,382		$	17,733		$	--		$	52,596

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED NOVEMBER 30, 2004

	Cintas Corporation			Corp. 2			Subsidiary Guarantors			Non- Guarantors			Eliminations			Cintas Corporation Consolidated
Cash flows from operating activities:
Net income	$	146,226		$	30,946		$	114,694		$	10,125		$	(155,765	)	$	146,226
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation		--			37,696			18,893			2,932			--			59,521
Amortization of deferred charges		--			8,856			3,539			1,148			--			13,543
Deferred income taxes		--			--			19,286			966			--			20,252
Changes in current assets and liabilities,
net of acquisitions of businesses:
Accounts receivable		--			(14,826	)		(3,704	)		(2,282	)		(1,089	)		(21,901	)
Inventories		--			(21,369	)		2,597			(2,425	)		8,118			(13,079	)
Uniforms and other rental items in service		--			(5,090	)		(6,250	)		(1,050	)		1,421			(10,969	)
Prepaid expenses		--			(225	)		(934	)		(436	)		--			(1,595	)
Accounts payable		--			94,165			(86,997	)		5,050			--			12,218
Accrued compensation and related liabilities		--			278			869			387			--			1,534
Accrued liabilities		--			128			(47,189	)		(159	)		930			(46,290	)
Income taxes payable		--			8,695			27,149			1,320			--			37,164

Net cash provided by (used in) operating activities		146,226			139,254			41,953			15,576			(146,385	)		196,624

Cash flows from investing activities:
Capital expenditures		--			(46,007	)		(20,579	)		(7,277	)		--			(73,863	)
Proceeds from sale or redemption of marketable securities		--			18,542			--			29			--			18,571
Purchase of marketable securities		--			(73,066	)		--			(21,310	)		--			(94,376	)
Acquisitions of businesses, net of cash acquired		--			(4,565	)		(28,712	)		(415	)		--			(33,692	)
Other		(150,510	)		54			13,968			(14,192	)		149,188			(1,492	)

Net cash (used in) provided by investing activities		(150,510	)		(105,042	)		(35,323	)		(43,165	)		149,188			(184,852	)

Cash flows from financing activities:
Repayment of debt		--			(6,133	)		(8,210	)		10,486			(2,803	)		(6,660	)
Stock options exercised		2,654			--			--			--			--			2,654
Other		1,630			145			--			16,497			--			18,272

Net cash provided by (used in) financing activities		4,284			(5,988	)		(8,210	)		26,983			(2,803	)		14,266

Net increase (decrease) in cash and cash equivalents		--			28,224			(1,580	)		(606	)		--			26,038
Cash and cash equivalents at beginning of period		--			56,455			8,057			22,845			--			87,357

Cash and cash equivalents at end of period	$	--		$	84,679		$	6,477		$	22,239		$	--		$	113,395

CINTAS CORPORATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

BUSINESS STRATEGY

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 cleanroom services. Our products and services are designed to enhance our customers’ images and to provide additional safety and protection in the workplace.

Our business strategy is to increase our market share of the uniform rental and sales business in North America through the sale of new uniform programs and to provide our customers with all of the products and services we offer. We will also continue to identify additional product and service opportunities to provide to our current and future customers. Our long-term goal is to provide a product or service to every business in North America.

To pursue this strategy, we focus on the development of a highly talented and diverse team of employees (who we call partners) – a team that is properly trained and motivated to service our customers. We support our partners’ service efforts by providing superior products with distinct competitive advantages and we embrace technological advances.

Continuous cost containment and product and process innovation are considered hallmarks of our organization. In order to sustain these efforts, we have implemented a Six Sigma effort within Cintas. Six Sigma is an analytical process that assists companies in improving quality and customer satisfaction while reducing cycle time and operating costs. We are pleased with our progress in this endeavor and are optimistic about the improved efficiencies that this process will continue to yield to Cintas.

We continue to leverage our size and core competencies to become a more valued business service provider to our current and future customers. We will also continue to supplement our internal growth with strategic acquisitions and through the cultivation of new businesses.

RESULTS OF OPERATIONS

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 to its customers. Other products and services within the Rentals operating segment, including entrance mats, shop towels and restroom supplies, are also rented or sold to its customers. The Other Services operating segment involves the design, manufacture and direct sale of uniforms to customers, as well as the sale of ancillary products and services. These ancillary products and services include first aid, safety and fire protection products and services, document management services and cleanroom supplies. Both segments provide products and services 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.

Three Months Ended November 2005 Compared to Three Months Ended November 2004

Revenue, Expenses and Income

Revenue Comparison

Total revenue increased 10.4% for the three months ended November 30, 2005, over the same period in fiscal 2005. Internal growth for this period was 8.0%. The remaining 2.4% represents growth derived mainly through the acquisitions of first aid, safety and fire protection businesses and document management businesses within our Other Services segment.

Net Rentals revenue increased 8.2% for the three months ended November 30, 2005, over the same period in the prior fiscal year. Rentals operating segment internal growth for the second quarter of fiscal 2006 was 7.7% as compared to the three months ended November 30, 2004. This increase is primarily due to the sale of new rental programs to customers, offset by lost business. The remaining 0.5% of growth was generated primarily through the acquisition of uniform and mat rental businesses. We estimate that the effects of hurricanes Katrina, Rita and Wilma negatively impacted our Rentals internal growth rate by approximately 0.7%.

Other Services revenue increased 18.0% for the three months ended November 30, 2005, over the same period in the prior year. Other Services operating segment internal growth for the second quarter of fiscal 2006 was 9.1% as compared to the three months ended November 30, 2004. This internal growth was generated primarily through the increased direct sale of uniforms to national customers and increased sales of first aid and safety products and services and document management services to customers. Additional growth of 8.9% was generated through a combination of acquisitions of first aid, safety and fire protection businesses and document management businesses. We have estimated that the effects of hurricanes Katrina, Rita and Wilma negatively impacted our Other Services internal growth rate by 1.4%.

Expense Comparison

Cost of rentals consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other rental items. Cost of rentals increased 8.2% for the three months ended November 30, 2005, as compared to the three months ended November 30, 2004, which corresponds to the growth in Rentals revenue. Rentals energy costs were approximately $26 million for the three months ended November 30, 2005, versus approximately $18 million for the same period in the prior year, a 44% increase. Various operational efficiencies offset this increase, which provided a consistent cost of rentals as a percent to Rentals revenue at 55.4% for both the three months ended November 30, 2005, and 2004.

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 increased 15.4% for the three months ended November 30, 2005, as compared to the three months ended November 30, 2004. This increase was mainly due to increased sales in this segment. Gross margin within this segment will fluctuate depending on the type of product or service sold, as products which require additional services generate higher gross margins. Generally, the gross margin for Other Services is in the 30% to 35% range. The current quarter’s gross margin is 33.6%, which is at the upper half of that general range, mainly due to product mix.

Selling and administrative expenses increased 13.1% for the three months ended November 30, 2005, as compared to the three months ended November 30, 2004. Selling and administrative expenses increased primarily due to higher selling expenses. Selling expenses decreased slightly on a percent to sales basis. In order to accelerate revenue growth, we continue to increase our sales force, marketing plans and sales promotions. These measures combined to increase our selling costs by approximately $5 million over the prior year. The cost of providing medical benefits to our employees increased $3 million, representing a 13.6% increase over the prior year. In addition, administrative expenses increased by $3.4 million as a result of an increase in the bad debt reserve and an increase in professional services relating to the outsourcing of certain human resource functions.

Recent increases in fuel costs will continue to negatively impact our operating results in coming quarters, except to the extent we are able to offset such costs with price increases and increased operating efficiencies. Our Gulf Coast operations continue to be negatively impacted by the hurricanes Katrina, Rita and Wilma. While physical damage to our facilities is minimal, many of our customers in the region have yet to reopen or to return to pre-hurricane staffing levels. This lower business volume will continue to have an impact on our results. We have not yet settled any insurance claims related to these hurricanes. While we continue to work with our insurance carrier to finalize these claims, we do not yet have a clear indication of when a settlement agreement will be resolved, nor can we be sure of the amount, if any, we will receive.

Net interest expense (interest expense less interest income) was $6.2 million for the three months ended November 30, 2005, compared to $4.7 million for the same period in the prior fiscal year. This increase in net interest expense is due to increased interest rates on our outstanding debt and the increased level of borrowing used to fund the stock repurchase program.

Cintas’ effective tax rate increased to 37.3% for the three months ended November 30, 2005, as compared to 37.0% for the three months ended November 30, 2004, due to changes in state tax laws.

Income Comparison

Net income increased 6.0% for the three months ended November 30, 2005, over the same period in fiscal 2005, primarily due to revenue growth. Diluted earnings per share increased 7.0% for the three months ended November 30, 2005, over the same period in the prior fiscal year.

Six Months Ended November 2005 Compared to Six Months Ended November 2004

Revenue, Expenses and Income

Revenue Comparison

Total revenue increased 10.4% for the six months ended November 30, 2005, over the same period in fiscal 2005. Internal growth for this period was 8.2%. The remaining 2.2% represents growth derived mainly through the acquisitions of first aid, safety and fire protection businesses and document management businesses within our Other Services segment.

Net Rentals revenue increased 8.1% for the six months ended November 30, 2005, over the same period in the prior fiscal year. Rentals operating segment internal growth through the second quarter of fiscal 2006 was 7.6% as compared to the six months ended November 30, 2004. This increase is primarily due to the sale of new rental programs to customers, offset by lost business. The remaining 0.5% of growth was generated primarily through the acquisition of uniform and mat rental businesses. We estimate that the effects of hurricanes Katrina, Rita and Wilma negatively impacted our Rentals internal growth rate by approximately 0.4%.

Other Services revenue increased 18.5% for the six months ended November 30, 2005, over the same period in the prior year. Other Services operating segment internal growth through the second quarter of fiscal 2006 was 10.2% as compared to the six months ended November 30, 2004. This internal growth was generated primarily through the increased direct sale of uniforms to national customers and increased sales of first aid and safety products and services and document management services to customers. Additional growth of 8.3% was generated through a combination of acquisitions of first aid, safety and fire protection businesses and document management businesses. We have estimated that the effects of hurricanes Katrina, Rita and Wilma negatively impacted our Other Services internal growth rate by 0.7%.

Expense Comparison

Cost of rentals consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other rental items. Cost of rentals increased 7.5% for the six months ended November 30, 2005, as compared to the six months ended November 30, 2004, which corresponds to the growth in Rentals revenue. Rentals energy costs were approximately $46.6 million for the six months ended November 30, 2005, versus approximately $35.6 million for the same period in the prior year, a 31% increase. Various operational efficiencies offset this increase, which provided a decrease in cost of rentals as a percent to Rentals revenue from 55.0% for the six months ended November 30, 2004, to 54.7% for the six months ended November 30, 2005.

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 increased 16.4% for the six months ended November 30, 2005, as compared to the six months ended November 30, 2004. This increase was mainly due to increased sales in this segment. Gross margin within this segment will fluctuate depending on the type of product or service sold, as products which require additional services generate higher gross margins. Generally, the gross margin for Other Services is in the 30% to 35% range. The current year-to-date gross margin is 33.9%, which is at the upper end of that general range, mainly due to product mix.

Selling and administrative expenses increased 12.7% for the six months ended November 30, 2005, as compared to the six months ended November 30, 2004. Selling and administrative expenses increased primarily due to higher selling expenses. Selling expenses decreased slightly on a percent to sales basis. In order to accelerate revenue growth, we continue to increase our sales force, marketing plans and sales promotions. These measures combined to increase our selling costs by approximately $11 million over the prior year. The cost of providing medical benefits to our employees increased $7.5 million, representing an 18% increase over the prior year. In addition, administrative expenses increased by $7.5 million as a result of an increase in the bad debt reserve and an increase in professional services relating to the outsourcing of certain human resource functions.

Net interest expense (interest expense less interest income) was $11.8 million for the six months ended November 30, 2005, compared to $9.4 million for the same period in the prior fiscal year. This increase in net interest expense is due to increased interest rates on our outstanding debt and the increased level of borrowing used to fund the stock repurchase program.

Cintas’ effective tax rate increased to 37.2% for the six months ended November 30, 2005, as compared to 37.0% for the six months ended November 30, 2004, due to changes in state tax laws.

Income Comparison

Net income increased 7.7% for the six months ended November 30, 2005, over the same period in fiscal 2005, primarily due to revenue growth. Diluted earnings per share increased 9.4% for the six months ended November 30, 2005, over the same period in the prior fiscal year.

Financial Condition

At November 30, 2005, there was $256 million in cash, cash equivalents and marketable securities, a decrease of $53 million from May 31, 2005. This decrease was primarily due to prefunding of employee medical costs and the continued repurchasing of our company stock, as discussed below. Capital

expenditures were approximately $70 million for the six months ended November 30, 2005. We expect capital expenditures for the year to be between $140 and $160 million. Cash, cash equivalents and marketable securities will be used to finance future acquisitions, capital expenditures, expansion and additional repurchases under the stock repurchase program as detailed below. We believe that our current cash position, funds generated from operations and the strength of our banking relationships are sufficient to meet our anticipated operational and capital requirements.

Net property and equipment increased by $12 million from May 31, 2005 to November 30, 2005, due to our continued investment in rental facilities and equipment. At the end of the second quarter of fiscal 2006, Cintas had two uniform rental facilities under construction.

During the second quarter of fiscal 2006, Cintas continued its $500 million stock repurchase program that the Board of Directors had authorized and announced in May 2005. For the three months ended November 30, 2005, Cintas purchased approximately 288,400 shares of Cintas stock at an average price of $41.31 per share for a total purchase price of approximately $12 million. For the six months ended November 30, 2005, Cintas purchased a total of approximately 2.9 million shares of Cintas stock at an average price of $39.48 per share for a total purchase price of approximately $114 million. From the inception of the stock repurchase program through December 31, 2005, Cintas has purchased approximately 4.4 million shares of Cintas stock at an average price of $39.53 per share for a total purchase price of approximately $172 million. The Board did not specify an expiration date for this program.

Also during the second quarter of fiscal 2006, Cintas repaid $46 million through cash generated from operations that had previously been borrowed under the $300 million commercial paper program for short-term cash requirements.

Following is information regarding Cintas’ long-term contractual obligations and other commitments outstanding as of November 30, 2005:

(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)	$	463,441	$	3,670	$	229,105	$	798	$	229,868
Capital lease obligations (2)		2,701		582		1,239		400		480
Operating leases (3)		52,075		16,529		22,586		7,769		5,191
Interest payments (4)		112,251		25,925		33,848		27,653		24,825
Interest swap agreements (5)		--		--		--		--		--
Unconditional purchase obligations		--		--		--		--		--

Total contractual cash obligations	$	630,468	$	46,706	$	286,778	$	36,620	$	260,364

Cintas also makes payments to defined contribution plans. The amounts of contributions made to the plans are made at the discretion of Cintas. Future contributions are assumed to increase 15% annually. Assuming this 15% increase, payments due in one year or less would be $29,092, two to three years would be $71,929 and four to five years would be $95,126. Payments for years thereafter are assumed to continue increasing by 15% each year.

(1)	Long-term debt primarily consists of $450,000 in long-term notes related to the Omni acquisition.

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

(3)	Operating leases consist primarily of building leases and synthetic leases on two corporate jets.

(4)	Interest payments include interest on both fixed and variable rate debt. Rates have been assumed to increase 50 basis points for the remainder of fiscal 2006, an additional 50 basis points in fiscal 2007, an additional 25 basis points in fiscal 2008, and then remain constant in future years.

(5)	Reference Note 5 entitled Debt, Derivatives and Hedging Activities of “Notes to Consolidated Condensed Financial Statements” for a detailed discussion of interest swap agreements.

(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	$	--	$	--	$	300,000	$	--
Standby letter of credit (2)		61,647		61,647		--		--		--
Guarantees		--		--		--		--		--
Standby repurchase obligations		--		--		--		--		--
Other commercial commitments		--		--		--		--		--

Total commercial commitments	$	361,647	$	61,647	$	--	$	300,000	$	--

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

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

Cintas has no off-balance sheet arrangements other than the synthetic leases on two corporate jets. The synthetic leases on the aircraft do not currently have, and are not reasonably likely to have, a current or future material effect on Cintas’ financial condition, changes in Cintas’ financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Litigation and Other Contingencies

been made in regard to the lawsuit as to 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. Several related proceedings with similar allegations and seeking similar relief damages and fees are pending, including a class action lawsuit, Mirna E. Serrano, et al., v. Cintas Corporation, filed on May 10, 2004, in the United States District Court for the Eastern District of Michigan, Southern Division on behalf of female service sales representative job applicants at all Cintas locations in Michigan. On September 6, 2005, a Magistrate Judge granted Plaintiffs’ motion for leave to file a second amended complaint to expand the lawsuit to a nationwide claim. On November 15, 2005, the EEOC intervened in Serrano to participate in the lawsuit in continuation of an EEOC charge filed on April 17, 2000, by Mirna Serrano with the EEOC Detroit District office. On July 15, 2005, the EEOC terminated the processing of an administrative action filed on December 15, 2004, by James Morgan with the EEOC Washington, D.C. office and the California Department of Fair Employment and Housing alleging racial discrimination in compensation and training opportunities and issued a right to sue letter. On August 3, 2005, Morgan joined the Ramirez lawsuit. On November 2, 2005, the Court entered an order requiring Morgan to arbitrate all of his claims for monetary damages. In addition, a class action lawsuit, Larry Houston, et al., v. Cintas Corporation, 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 requiring the named plaintiffs in the Houston lawsuit to arbitrate all of their claims for monetary damages. If there is an adverse verdict or a negotiated settlement of these actions, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas. Any estimated liability relating to these proceedings is not determinable at this time.

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 interests of Cintas’ shareholders.

Outlook

As we look forward in fiscal 2006, our outlook remains positive, but guarded. Our revenue and profits continue to increase at healthy rates despite the negative impacts from hurricanes Katrina, Rita and Wilma as well as increased fuel costs. While these events and circumstances will continue to have an impact on our results, we expect continued growth in revenues and profits in our businesses. Overall performance will be largely driven by external market conditions.

In the marketplace, competition and related pricing pressure will continue; however, we believe cost containment initiatives, technological advances and continued leverage of our infrastructure will soften or offset any impact.

We will continue to supplement our internal growth with strategic acquisitions when appropriate opportunities arise.

Like most other companies, we experienced, and anticipate continuing to experience, increased costs for wages and benefits, including medical benefits. Changes in oil and fuel costs and changes in federal and state tax laws also have the potential to impact our results.

Cintas continues to be the target of a corporate unionization campaign by UNITE HERE and the Teamsters unions. These unions are attempting to pressure Cintas into surrendering our employees’ rights to a government-supervised election and unilaterally accept union representation. This is unacceptable. Cintas’ philosophy in regard to unions is straightforward: We believe that employees have the right to say yes to union representation and the freedom to say no. This campaign could be materially disruptive to our business and could materially adversely affect results of operations. We will continue to vigorously oppose this campaign and to defend our employees’ rights.

We believe that the high level of customer service provided by our partners and supported by our infrastructure, quality products, financial resources and corporate culture will provide for continued business success. However, a number of factors influence future revenue, margins and profit which make forecasting difficult.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In our normal operations, Cintas has market risk exposure to interest rates. This market risk exposure to interest rates has been previously disclosed on page 64 of our most recent annual report. The exposure to variable interest rates has been mitigated through the termination of the interest rate swap agreements on September 1, 2005.

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. The primary foreign currency to which Cintas is exposed is the Canadian dollar. Cintas does not currently use forward exchange contracts to limit potential losses in earnings or cash flows from foreign currency exchange rate movements.

ITEM 4.
CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

With the participation of Cintas’ management, including Cintas’ Chief Executive Officer and President, 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 November 30, 2005. Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer and President, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas’ disclosure controls and procedures were effective 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 November 30, 2005, 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” on pages 53 and 54 of our most recent annual report.

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”, “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. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report. Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including fuel costs, lower sales volumes, 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, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, 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 laws and the reactions of competitors in terms of price and service. 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.

CINTAS CORPORATION

Part II. Other Information

Item 1. Legal Proceedings

I. Supplemental Information: We discuss certain legal proceedings pending against us in Part I of this quarterly report on Form 10-Q under the caption “Item 1. Financial Statements,” in Note 9 to our financial statements, which is captioned “Litigation and Other Contingencies,” and refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings which sets forth the name of the lawsuit, the court in which the lawsuit is pending and the date on which the petition commencing the lawsuit was filed.

Wage and Hour Litigation: Paul Veliz, et al., v. Cintas Corporation, United States District Court, Northern District of California, Oakland Division, March 19, 2003. On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Maine, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington and West Virginia.

Race and Gender Litigation and Related Charges: Robert Ramirez, et al., v. Cintas Corporation, United States District Court, Northern District of California, San Francisco Division, January 20, 2004; Mirna E. Serrano, et al., v. Cintas Corporation, United States District Court for the Eastern District of Michigan, Southern Division, May 10, 2004; On November 15, 2005, the EEOC intervened in Serrano; Larry Houston, et al., v. Cintas Corporation, United States District Court for the Northern District of California, August 3, 2005; On November 22, 2005, the named plaintiffs in Houston were ordered to arbitration; EEOC charge filed by an EEOC Commissioner on November 30, 2004 with the EEOC Systemic Litigation Unit; EEOC charge filed by Jennifer Fargo on January 24, 2005 with the Augusta Human Relations Commission and the EEOC Detroit District; EEOC charge filed by Clifton Cooper on March 23, 2005 with the EEOC Systemic Litigation Unit; EEOC charge filed by Melissa Schulz on April 25, 2005 with the EEOC Systemic Litigation Unit and the Oregon Bureau of Labor and Industries, Civil Rights Division and EEOC charge filed by Mattie Cooper on June 10, 2005 with the EEOC Systemic Litigation Unit. A previously disclosed EEOC charge filed by James Morgan on December 15, 2004, with the EEOC Washington, D.C. office and the California Department of Fair Employment and Housing was terminated on July 15, 2005, and a right to sue letter was issued. On August 3, 2005, Morgan joined the Ramirez lawsuit. On November 2, 2005, the EEOC issued a dismissal and notice of rights letter and closed its file on a previously disclosed EEOC charge filed by Lorelei Reynolds on March 28, 2005, with the EEOC Birmingham District office.

Breach of Fiduciary Duties: J. Lester Alexander, III vs. Cintas Corp., et al., United States Bankruptcy Court for the Middle District of Alabama, Eastern Division, October 25, 2004.

Item 2(c). Issuer Purchases of Equity Securities

On May 2, 2005, Cintas announced that the Board of Directors authorized a $500 million stock repurchase program at market prices. The Board did not specify an expiration date for this program.

Period		Average price paid per share			Maximum approximate dollar value of shares that may yet be purchased under the plan
September 2005	288,400	$	41.31	4,360,930	$	327,625,981
October 2005	--		--	4,360,930	$	327,625,981
November 2005	--		--	4,360,930	$	327,625,981

Total	288,400	$	41.31	4,360,930	$	327,625,981

In the second quarter of fiscal 2006, Cintas continued its stock repurchase program that the Board of Directors had authorized and announced in May 2005. For the three months ended November 30, 2005, Cintas purchased approximately 288,400 shares of Cintas stock at an average price of $41.31 per share for a total purchase price of approximately $12 million. For the six months ended November 30, 2005, Cintas purchased a total of approximately 2.9 million shares of Cintas stock at an average price of $39.48 per share for a total purchase price of approximately $114 million. As such, from the inception of the stock repurchase program through December 31, 2005, Cintas has purchased a total of approximately 4.4 million shares of Cintas stock at an average price of $39.53 per share for a total purchase price of approximately $172 million. The maximum approximate dollar value of shares that may yet be purchased under the plan as of December 31, 2005, is $327,625,981.

During the second quarter of fiscal 2006, Cintas also acquired 10,263 shares as payment received from employees upon the exercise of options under the stock option plan.

Item 4. Submission of matters to a vote of security holders

Cintas’ Annual Shareholders’ meeting was held on October 18, 2005, at which the following issues were voted upon by shareholders:

Issue No. 1

Authority to elect nine Directors.

Name	Shares For	Shares - Withheld Authority
Richard T. Farmer	146,108,177	3,998,023
Robert J. Kohlhepp	146,141,910	3,964,290
Scott D. Farmer	147,177,166	2,929,034
Paul R. Carter	147,835,593	2,270,607
Gerald V. Dirvin	146,489,529	3,616,671
Robert J. Herbold	144,847,456	5,258,744
Joyce Hergenhan	147,122,012	2,984,188
Roger L. Howe	146,469,420	3,636,780
David C. Phillips	147,380,903	2,725,297

Issue No. 2

Approval of the 2005 Equity Compensation Plan.

FOR 83,910,869 AGAINST 48,966,380 ABSTAIN 841,253 BROKER NON-VOTES 16,387,698

Issue No. 3

Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2006.

FOR 148,311,621 AGAINST 1,097,073 ABSTAIN 697,506 BROKER NON-VOTES 0

Issue No. 4

Proposal to adopt a policy that the Chairman of the Board of Directors be an independent director who has not previously served as an executive officer
of Cintas.

FOR 35,930,959 AGAINST 95,789,648 ABSTAIN 1,999,093 BROKER NON-VOTES 16,386,500

Issue No. 5

Proposal to adopt a policy that the director nominees be elected by the affirmative vote of the majority of votes cast at the Annual Meeting of Shareholders.

FOR 45,776,592 AGAINST 86,743,192 ABSTAIN 1,198,718 BROKER NON-VOTES 16,387,698

Item 6. Exhibits

31.1

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

31.2

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

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

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: January 6, 2006

CINTAS CORPORATION
             (Registrant)

BY: /s/William C. Gale
        ——————————————
        Wiliam C. Gale
         Senior Vice President and Chief Financial Officer
        (Chief Accounting Officer)

EX-31 2 ex311113005.htm EXHIBIT 31.1 Exhibit 31.1

EXHIBIT 31.1

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

I, Scott D. Farmer, certify that:

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

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

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

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

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

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

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

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: January 6, 2006

/s/Scott D. Farmer
——————————————
Scott D. Farmer
Chief Executive Officer
(Principal Executive Officer)

EX-31 3 ex312113005.htm EXHIBIT 31.2 Exhibit 31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a — 14(a)

I, William C. Gale, certify that:

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

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

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

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

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

Date: January 6, 2006

/s/William C. Gale
——————————————
William C. Gale
Senior Vice-President and Chief Financial Officer
(Principal Financial Officer)

EX-32 4 ex321113005.htm EXHIBIT 32.1 Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending November 30, 2005 (the “Report”), I, Scott D. Farmer, certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.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/ Scott D. Farmer
Scott D. Farmer
Principal Executive Officer

January 6, 2006

EX-32 5 ex322113005.htm EXHIBIT 32.2 Exhibit 32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation (the “Company”) on Form 10-Q for the period ending November 30, 2005 (the “Report”), I, William C. Gale, certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.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
Principal Financial Officer

January 6, 2006

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