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) September 23, 2009

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):

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

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

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

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

Item 2.02 – Results of Operations and Financial Condition.

On September 23, 2009, the Registrant issued a press release announcing its financial results for the quarter ended August 31, 2009.  A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01. – Financial Statements and Exhibits.

(d)           Exhibits.

99           Press release dated September 23, 2009.

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.

	CINTAS CORPORATION
Date:  September 24, 2009	By:	/s/William C. Gale
		William C. Gale
		Senior Vice President and Chief Financial Officer

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

September 23, 2009

Cintas Corporation Announces Fiscal 2010 First Quarter Results

CINCINNATI, September 23, 2009 -- Cintas Corporation (Nasdaq:CTAS) today reported results for the first quarter of its fiscal year 2010.  Revenue for the quarter, which ended August 31, 2009, was $892 million and represents a 1.5% revenue increase as compared to the fourth quarter of fiscal 2009, which ended on May 31, 2009.

Net income and earnings per diluted share for the quarter were $54 million and $0.35, respectively. First quarter results included a previously announced legal settlement, net of insurance proceeds. Without this charge, net income was $66 million and earnings per diluted share were $0.43.

Excluding special charges, the Company's net income and earnings per diluted share for the first quarter ended August 31, 2009 both increased over 13% as compared to the fourth quarter ended May 31, 2009.  The special charges impacting these quarters were the legal settlement charge in the current quarter and a restructuring, fixed asset impairment and inventory valuation charge in the fourth quarter of last year.  The improvement in net income and earnings per diluted share was primarily due to the Company's continued effort to control costs and right size the organization in the current economic environment.

Scott D. Farmer, Chief Executive Officer, stated, "Over the last twelve months, the U.S. economy has shed employment at levels not experienced since the Great Depression.  These job losses make year over year comparisons difficult as our customers continued to shed jobs throughout the year.  In order to give investors better information on trends in our business, we have provided comparisons to the fourth quarter of fiscal 2009."

Mr. Farmer emphasized, "While we gain some solace in the recent moderation of job loss, market conditions remain difficult and will continue to impact our businesses.  However, we continue to be a market leader in our businesses, with state-of-the-art technology, extremely efficient operations and very dedicated employee-partners.  In addition, our balance sheet and cash flow both continue to be strong, with our total cash and marketable securities increasing to over $350 million and our total debt to total capitalization ratio improving to 24.5%.  The leadership position in our businesses combined with this strong financial condition will provide us enhanced opportunities when economic conditions improve."

About Cintas

Headquartered in Cincinnati, Cintas Corporation provides highly specialized services to businesses of all types throughout North America. Cintas designs, manufactures and implements corporate identity uniform programs, and provides entrance mats, restroom supplies, promotional products, first aid, safety, fire protection products and services and document management services for approximately 800,000 businesses. Cintas is a publicly held company traded over the Nasdaq Global Select Market under the symbol CTAS, and is a Nasdaq-100 company and component of the Standard & Poor's 500 Index.

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," "predicts," "projects," "plans," "expects," "intends," "target," "forecast," "believes," "seeks," "could," "should," "may" and "will" or the negative versions thereof and similar words, terms and expressions and by the context in which they are used.  Such statements are based upon current expectations of Cintas and speak only as of the date made.  You should not place undue reliance on any forward-looking statement.  We cannot guarantee that any forward-looking statement will be realized.  These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Press Release.  Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy costs, lower sales volumes, loss of customers due to outsourcing trends, the performance and costs of integration of acquisitions, fluctuations in costs of materials and labor including increased medical costs, costs and possible effects of union organizing activities, failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, the initiation or outcome of litigation, investigations or other proceedings, higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic or extraordinary events, changes in federal and state tax and labor laws and the reactions of competitors in terms of price and service.  Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made.  A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2009 and in our reports on Forms 10-Q and 8-K.  The risks and uncertainties described herein are not the only ones we may face.  Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our business.

For additional information, contact:

William C. Gale, Sr. Vice President-Finance and Chief Financial Officer - 513-573-4211

Michael L. Thompson, Vice President and Treasurer - 513-573-4133

Cintas Corporation

Consolidated Condensed Statements of Income

(Unaudited)

(In thousands except per share data)

	Three Months Ended								Three Months Ended
	August 31, 2009			May 31, 2009			% Chng.		August 31, 2008			% Chng.
Revenue:
Rental uniforms and ancillary products	$	655,638		$	647,487			1.3	$	721,373			-9.1
Other services		235,931			231,196			2.0		280,806			-16.0
Total revenue	$	891,569		$	878,683			1.5	$	1,002,179			-11.0
Costs and expenses:
Cost of rental uniforms and ancillary products	$	362,929		$	373,860			-2.9	$	407,290			-10.9
Cost of other services		145,845			170,472			-14.4		169,806			-14.1
Selling and administrative expenses		264,427			253,677			4.2		287,295			-8.0
Restructuring charges		-			10,209			N/A		-			N/A
Impairment of long-lived assets		-			48,888			N/A		-			N/A
Legal settlement, net of insurance proceeds		19,477			-			N/A		-			N/A
Operating income	$	98,891		$	21,577			358.3	$	137,788			-28.2
Interest income		(359	)		(329	)		9.1		(1,065	)		-66.3
Interest expense		12,038			12,030			0.1		13,031			-7.6
Income before income taxes	$	87,212		$	9,876			783.1	$	125,822			-30.7
Income taxes		33,228			5,804			472.5		47,186			-29.6
Net income	$	53,984		$	4,072			1,225.7	$	78,636			-31.3
Per share data:
Basic earnings per share	$	0.35		$	0.03			1,066.7	$	0.51			-31.4
Diluted earnings per share	$	0.35		$	0.03			1,066.7	$	0.51			-31.4
Weighted average number of shares outstanding		152,828			152,790					153,394
Diluted average number of shares outstanding		152,828			152,790					153,394

Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure

Management believes earnings per diluted share excluding the legal settlement charge, net of insurance proceeds and the restructuring, impairment and inventory valuation charge provides investors pertinent information given the one-time nature of these charges.

	Three Months Ended						Three Months Ended
	August 31, 2009		May 31, 2009		% Chng.		August 31, 2008		% Chng.
Income before income taxes	$	87,212	$	9,876		783.1	$	125,822		-30.7
Excluding:
Restructuring charges	$	-	$	10,209			$	-
Impairment of long-lived assets		-		48,888				-
Inventory valuation charge (1)		-		27,486				-
Legal settlement, net of insurance proceeds		19,477		-				-
Total charges	$	19,477	$	86,583			$	-
Income before income taxes, excluding charges	$	106,689	$	96,459		10.6	$	125,822		-15.2
Income taxes, excluding charges		40,649		38,186				47,186
Net income, excluding charges	$	66,040	$	58,273		13.3	$	78,636		-16.0
Per share data:
Earnings per dulited share, excluding charges	$	0.43	$	0.38		13.2	$	0.51		-15.7

The press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.  To supplement its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the Company provides additional measures of operatings results, net earnings and earnings per share adjusted to exclude certain costs, expenses and gains and losses.  The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for future performance.  A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP is shown above.

(1)    The inventory valuation charge is included in cost of goods sold.  $8,419 of the charge is included in cost of rental uniforms and ancillary products and $19,067 is included in cost of other services.

CINTAS CORPORATION SUPPLEMENTAL DATA

	Three Months Ended				Three Months Ended
	August 31, 2009		May 31, 2009		August 31, 2008
Rental uniforms and ancillary products gross margin		44.6%		42.3%		43.5%
Other services gross margin		38.2%		26.3%		39.5%
Total gross margin		42.9%		38.1%		42.4%
Total gross margin, excluding charges		42.9%		41.2%		42.4%
Net margin		6.1%		0.5%		7.8%
Net margin, excluding charges		7.4%		6.6%		7.8%
Depreciation and amortization	$	48,905	$	49,964	$	49,885
Capital expenditures	$	24,819	$	27,309	$	54,461
Debt to total capitalization		24.5%		24.9%		29.3%

SUPPLEMENTAL SEGMENT DATA

	Rental Uniforms and Ancillary Products		Uniform Direct Sales			First Aid, Safety and Fire Protection			Document Management		Corporate			Total
For the three months ended August 31, 2009
Revenue	$	655,638	$	89,301		$	90,001		$	56,629	$	-		$	891,569
Gross margin	$	292,709	$	27,245		$	35,262		$	27,579	$	-		$	382,795
Selling and administrative expenses	$	190,256	$	19,156		$	29,475		$	25,540	$	-		$	264,427
Legal settlement, net of insurance proceeds	$	-	$	-		$	-		$	-	$	19,477		$	19,477
Interest income	$	-	$	-		$	-		$	-	$	(359	)	$	(359	)
Interest expense	$	-	$	-		$	-		$	-	$	12,038		$	12,038
Income (loss) before income taxes	$	102,453	$	8,089		$	5,787		$	2,039	$	(31,156	)	$	87,212
Assets	$	2,497,775	$	130,721		$	320,226		$	472,469	$	357,879		$	3,779,070
For the three months ended May 31, 2009
Revenue	$	647,487	$	93,841		$	83,038		$	54,317	$	-		$	878,683
Gross margin	$	273,627	$	7,900		$	26,505		$	26,319	$	-		$	334,351
Selling and administrative expenses	$	175,993	$	22,041		$	32,610		$	23,033	$	-		$	253,677
Restructuring charges	$	8,782	$	547		$	564		$	316	$	-		$	10,209
Impairment of long-lived assets	$	44,204	$	4,135		$	543		$	6	$	-		$	48,888
Interest income	$	-	$	-		$	-		$	-	$	(329	)	$	(329	)
Interest expense	$	-	$	-		$	-		$	-	$	12,030		$	12,030
Income (loss) before income taxes	$	44,648	$	(18,823	)	$	(7,212	)	$	2,964	$	(11,701	)	$	9,876
Assets	$	2,511,902	$	137,709		$	321,400		$	470,619	$	253,809		$	3,695,439
For the three months ended August 31, 2008
Revenue	$	721,373	$	117,483		$	108,532		$	54,791	$	-		$	1,002,179
Gross margin	$	314,083	$	37,377		$	44,124		$	29,499	$	-		$	425,083
Selling and administrative expenses	$	207,024	$	25,374		$	32,774		$	22,123	$	-		$	287,295
Interest income	$	-	$	-		$	-		$	-	$	(1,065	)	$	(1,065	)
Interest expense	$	-	$	-		$	-		$	-	$	13,031		$	13,031
Income (loss) before income taxes	$	107,059	$	12,003		$	11,350		$	7,376	$	(11,966	)	$	125,822
Assets	$	2,641,223	$	191,101		$	352,932		$	460,448	$	180,895		$	3,826,599

Cintas Corporation

Consolidated Balance Sheets

(In thousands except share data)

ASSETS	August 31, 2009			May 31, 2009
	(Unaudited)
Current assets:
Cash & cash equivalents	$	227,311		$	129,745
Marketable securities		130,568			120,393
Accounts receivable, net		359,142			357,678
Inventories, net		185,349			202,351
Uniforms and other rental items in service		329,444			335,447
Income taxes, current		-			25,512
Deferred tax asset		70,772			66,368
Prepaid expenses		21,924			17,035
Assets held for sale		15,744			15,744
Total current assets		1,340,254			1,270,273
Property and equipment, at cost, net		901,286			914,627
Goodwill		1,333,319			1,331,388
Service contracts, net		117,337			124,330
Other assets, net		86,874			80,333
	$	3,779,070		$	3,720,951
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	73,362		$	69,965
Accrued compensation and related liabilities		41,285			48,414
Accrued liabilities		192,647			198,488
Income taxes, current		6,741			-
Long-term debt due within one year		578			598
Total current liabilities		314,613			317,465
Long-term liabilities:
Long-term debt due after one year		785,899			786,058
Deferred income taxes		153,057			149,032
Accrued liabilities		100,460			100,987
Total long-term liabilities		1,039,416			1,036,077
Shareholders' equity:
Preferred stock, no par value:  100,000 shares authorized, none outstanding		-			-
Common stock, no par value:  425,000,000 shares authorized  FY10: 173,202,743 issued and 152,865,470 outstanding  FY09: 173,085,926 issued and 152,790,170 outstanding		131,925			129,215
Paid-in capital		73,284			72,364
Retained earnings		2,992,403			2,938,419
Treasury stock:  FY10:  20,337,273 shares  FY09: 20,295,756 shares		(798,847	)		(797,888	)
Other accumulated comprehensive income (loss):
Foreign currency translation		34,234			33,505
Unrealized loss on derivatives		(7,946	)		(8,207	)
Unrealized loss on available-for-sale securities		(12	)		1
Total shareholders' equity		2,425,041			2,367,409
	$	3,779,070		$	3,720,951

Cintas Corporation

Consolidated Condensed Statement of Cash Flows

(Unaudited)

(In thousands)

	Three Months Ended
Cash flows from operating activities:	August 31, 2009			August 31, 2008
Net income	$	53,984		$	78,636
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		38,549			39,040
Amortization of deferred charges		10,356			10,845
Stock-based compensation		3,630			3,535
Deferred income taxes		(412	)		(1,482	)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net		(1,425	)		(3,369	)
Inventories, net		16,976			(3,795	)
Uniforms and other rental items in service		5,986			(4,437	)
Prepaid expenses		(4,890	)		(6,332	)
Accounts payable		3,481			(7,554	)
Accrued compensation and related liabilities		(7,118	)		(16,696	)
Accrued liabilities and other		(6,433	)		(32,771	)
Income taxes payable		32,210			32,718
Net cash provided by operating activities		144,894			88,338
Cash flows from investing activities:
Capital expenditures		(24,819	)		(54,461	)
Proceeds from sale or redemption of marketable securities		-			171
Purchase of marketable securities and investments		(19,259	)		(10,379	)
Acquisitions of businesses, net of cash acquired		(2,633	)		(12,106	)
Other		(25	)		627
Net cash used in investing activites		(46,736	)		(76,148	)
Cash flows from financing activities:
Proceeds from issuance of debt		-			7,000
Repayment of debt		(179	)		(261	)
Exercise of stock-based compensation awards		2,710			-
Repurchase of common stock		(959	)		(25,847	)
Other		(2,194	)		287
Net cash used in financing activities		(622	)		(18,821	)
Effect of exchange rate changes on cash and cash equivalents		30			(1,350	)
Net increase (decrease) in cash and cash equivalents		97,566			(7,981	)
Cash and cash equivalents at beginning of period		129,745			66,224
Cash and cash equivalents at end of period	$	227,311		$	58,243