UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended May 31, 2017
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-11399
WASHINGTON
(State or Other Jurisdiction of
Incorporation or Organization)
CINTAS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
31-1188630
(I.R.S. Employer
Identification No.)
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
(Address of Principal Executive Offices)
(513) 459-1200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Name of each exchange on which registered
The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES U
NO
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES
NO U
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 U
NO
Indicate by a check mark whether the Registrant has submitted electronically and posted on its corporate website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post
such files).
YES U
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained
herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
Smaller Reporting Company
U
Accelerated Filer
Emerging Growth Company
Non-Accelerated Filer
(Do not check if a smaller reporting company.)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
NO U
The aggregate market value of the Registrant’s Common Stock held by non-affiliates as of November 30, 2016, was
$12,034,116,433 based on a closing sale price of $114.60 per share. As of June 30, 2017, 181,027,841 shares of the
Registrant’s Common Stock were issued and 105,435,865 shares were outstanding.
Portions of the Registrant’s Proxy Statement to be filed with the Commission for its 2017 Annual Meeting of Shareholders
are incorporated by reference in Part III of this Form 10-K.
Documents Incorporated by Reference
CINTAS CORPORATION
1
Cintas Corporation
Index to Annual Report on Form 10-K
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . .
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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2
CINTAS CORPORATION
Part I
Item 1. Business
Cintas Corporation (Cintas, Company, we, us or our), a Washington corporation, helps more than one million
businesses of all types and sizes, primarily in North America, as well as Latin America, Europe and Asia, get
Ready™ to open their doors with confidence every day by providing a wide range of products and services
that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their
best. With products and services including uniforms, floor care, restroom supplies, first aid and safety products,
fire extinguishers and testing, and safety and compliance training, Cintas helps customers get Ready for the
Workday™. Cintas was founded in 1968 by Richard T. Farmer, currently the Chairman Emeritus of the Board of
Directors, when he left his family’s industrial laundry business in order to develop uniform programs using an
exclusive new fabric. In the early 1970’s, Cintas acquired the family industrial laundry business. Over the years,
Cintas developed additional products and services that complemented its core uniform business and broadened
the scope of products and services available to its customers.
On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of
approximately $2.1 billion. G&K is now a wholly-owned subsidiary of Cintas that will operate within the Uniform
Rental and Facility Services operating segment. To finance the G&K acquisition, Cintas used a combination of
new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand. G&K’s results
of operations are included in Cintas’ consolidated financial statements as of and from the date of acquisition.
U.S. Generally Accepted Accounting Principles (U. S. GAAP) requires companies to evaluate their reportable
operating segments periodically and when certain events occur. As a result of our evaluation in fiscal 2016,
effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating
segments in light of certain changes in its business including the acquisition of ZEE Medical Inc. (ZEE) in the first
quarter of fiscal 2016. Cintas’ updated reportable operating segments are Uniform Rental and Facility Services
and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment, which
includes G&K, consists of the rental and servicing of uniforms and other garments including flame resistant
clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom
cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our
customers on route are included within this reportable operating segment. The First Aid and Safety Services
reportable operating segment, which includes ZEE, consists of first aid and safety products and services. The
remainder of Cintas’ business, which consists of Fire Protection Services and its Uniform Direct Sale business, is
included in All Other.
At May 31, 2017, Cintas has classified a significant business, referred to as “Discontinued Services”, as held for
sale. Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other. In fiscal
2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. to combine
Cintas’ shredding business (Shredding) with the shredding business of Shred-it International Inc. (the Shredding
Transaction). Pursuant to the Shredding Transaction, the newly formed partnership (the Shred-it Partnership) was
owned 42% by Cintas and 58% by the shareholders of Shred-it International Inc. Cintas’ investment in the Shred-
it Partnership (Shred-it) and the results of Shredding are classified as discontinued operations for all periods
presented as a result of selling the investment during fiscal 2016. During fiscal 2015, Cintas sold the storage
business (Storage) and, as a result, its operations are also classified as discontinued operations for all periods
presented. In accordance with the applicable accounting guidance for the disposal of long-lived assets and
discontinued operations, the results of Discontinued Services, Shredding and Storage have been excluded from
both continuing operations and operating segment results for all periods presented. Please see Note 16 entitled
Discontinued Operations of “Notes to Consolidated Financial Statements” for additional information.
We provide our products and services to over one million businesses of all types, from small service and
manufacturing companies to major corporations that employ thousands of people. This diversity in customer
base results in no individual customer accounting for greater than one percent of Cintas’ total revenue. As a
result, the loss of one account would not have a significant financial impact on Cintas.
CINTAS CORPORATION
3
The following table sets forth Cintas’ total revenue and the revenue derived from each reportable operating
segment and All Other:
Fiscal Year Ended May 31, (in thousands)
2017
2016(1)
2015(1)
Uniform Rental and Facility Services
$4,202,490
$3,759,524
$3,519,199
First Aid and Safety Services
All Other
Total Revenue
508,233
612,658
461,783
574,465
326,593
523,885
$5,323,381
$4,795,772
$4,369,677
(1)
The figures for fiscal 2016 and 2015 reflect the change in classification of Discontinued Services, Shredding and Storage to discontinued
operations within the Consolidated Statements of Income. See Note 16 entitled Discontinued Operations of “Notes to Consolidated
Financial Statements.”
Additional information regarding each reportable operating segment and All Other is also included in Note 14
entitled Operating Segment Information of “Notes to Consolidated Financial Statements.”
The primary markets served by all Cintas businesses are local in nature and highly fragmented. Cintas competes
with national, regional and local providers, and the level of competition varies at each of Cintas’ local operations.
Product, design, price, quality, service and convenience to the customer are the competitive elements in each
of our businesses.
Within the Uniform Rental and Facility Services reportable operating segment, Cintas provides its products and
services to customers via local delivery routes originating from rental processing plants and branches. Within
the First Aid and Safety Services reportable operating segment and All Other, Cintas provides its products
and services via its distribution network and local delivery routes or local representatives. In total, Cintas has
approximately 11,000 local delivery routes, 528 operational facilities and 11 distribution centers. At May 31,
2017, Cintas employed approximately 42,000 employees, of which approximately 1,700 were represented by
labor unions.
Cintas sources finished products from many outside suppliers. In addition, Cintas operates six manufacturing
facilities that provide for standard uniform needs. Cintas purchases fabric, used in its manufacturing process,
from several suppliers. Cintas is not aware of any circumstances that would hinder its ability to continue obtaining
these materials.
Cintas is subject to various environmental laws and regulations, as are other companies in the uniform rental
industry. While environmental compliance is not a material component of its costs, Cintas must incur capital
expenditures and associated operating costs, primarily for water treatment and waste removal, on a regular basis.
Environmental spending related to water treatment and waste removal was approximately $14 million in fiscal
2017 and approximately $13 million in fiscal 2016. Capital expenditures to limit or monitor hazardous substances
totaled approximately $3 million in both fiscal 2017 and fiscal 2016. Cintas does not expect a material change in
the cost of environmental compliance and is not aware of any material non-compliance with environmental laws.
Cintas uses its corporate website, www.cintas.com, as a channel for routine distribution of important information,
including news releases, analyst presentations and financial information. Cintas files with or furnishes to the
SEC Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any
amendments to those reports, as well as proxy statements and annual reports to shareholders, and, from time
to time, other documents. The reports and other documents filed with or furnished to the SEC are available
to investors on or through our corporate website free of charge as soon as reasonably practicable after we
electronically file them with or furnish them to the SEC. In addition, the public may read and copy any of the
materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549.
The public may obtain information on the operation of the facilities by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet site located at www.sec.gov that contains reports, proxy and information statements
and other information regarding issuers, such as Cintas, that file electronically with the SEC. Cintas’ SEC filings
can be found on the Investors page of its website at www.cintas-corp.com/company/investor_information/
highlights.aspx and its Code of Conduct and Business Ethics can be found on the About Us page of its website at
www.cintas-corp.com/company. These documents are available in print to any shareholder who requests a copy
by writing or calling Cintas as set forth on the Investor Information page. The content on any website referred to
in this Annual Report on Form 10-K is not incorporated by reference into this Form 10-K unless expressly noted.
4
CINTAS CORPORATION
Item 1A. Risk Factors
The statements in this section describe the most significant risks that could materially and adversely affect our
business, consolidated financial condition and consolidated results of operation and the trading price of our debt
or equity securities.
In addition, this section sets forth statements which constitute our cautionary statements under the Private
Securities Litigation Reform Act of 1995.
This Annual Report on Form 10-K contains forward-looking statements. 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 Annual Report. Factors that might cause such a difference include, but are not limited to, risks inherent
with the G&K transaction in the achievement of cost synergies and the timing thereof, including whether the
G&K transaction will be accretive and within the expected timeframe; the possibility of greater than anticipated
operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends;
the performance and costs of integration of acquisitions, including G&K; 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; the effect on operations of exchange rate fluctuations, tariffs and other political, economic
and regulatory risks; 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; costs of our SAP system implementation;
disruptions caused by the inaccessibility of computer systems data, including cybersecurity risks; 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; the amount and timing of
repurchases of our common stock, if any; 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, except otherwise as required by law. 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.
Negative global economic factors may adversely affect our financial performance.
Negative economic conditions, in North America and our other markets, may adversely affect our financial
performance. Higher levels of unemployment, inflation, tax rates and other changes in tax laws and other economic
factors could adversely affect the demand for Cintas’ products and services. Increases in labor costs, including the
cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of
skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher
material costs for items such as fabrics and textiles, the inability to obtain insurance coverage at cost-effective
rates, higher interest rates, inflation, higher tax rates and other changes in tax laws and other economic factors
could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative
expenses. As a result, these factors could adversely affect our sales and consolidated results of operations.
Increased competition could adversely affect our financial performance.
We operate in highly competitive industries and compete with national, regional and local providers. Product,
design, price, quality, service and convenience to the customer are the competitive elements in these industries.
If existing or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to
lower prices, which would hurt its results of operations. Cintas’ competitors also generally compete with Cintas
for acquisition candidates, which can increase the price for acquisitions and reduce the number of available
CINTAS CORPORATION
5
acquisition candidates. In addition, our customers and prospects may decide to perform certain services in-house
instead of outsourcing these services to us. These competitive pressures could adversely affect our sales and
consolidated results of operations.
An inability to open new, cost effective operating facilities may adversely affect our expansion efforts.
We plan to expand our presence in existing markets and enter new markets. The opening of new operating
facilities is necessary to gain the capacity required for this expansion. Our ability to open new operating facilities
depends on our ability to identify attractive locations, negotiate leases or real estate purchase agreements
on acceptable terms, identify and obtain adequate utility and water sources and comply with environmental
regulations, zoning laws and other similar factors. Any inability to effectively identify and manage these items
may adversely affect our expansion efforts, and, consequently, adversely affect our financial performance.
Risks associated with our acquisition practice could adversely affect our results of operations.
Historically, a portion of our growth has come from acquisitions. We continue to evaluate opportunities for
acquiring businesses that may supplement our internal growth. However, there can be no assurance that we will
be able to locate and purchase suitable acquisitions. In addition, the success of any acquisition, including the
ability to realize anticipated cost synergies, depends in part on our ability to integrate the acquired company.
The process of integrating acquired businesses, including G&K and ZEE, may involve unforeseen difficulties and
may require a disproportionate amount of our management’s attention and our financial and other resources.
If management is not able to effectively manage the integration process, or if any significant business activities are
interrupted as a result of the integration process, we may not be able to realize anticipated cost synergies resulting
from acquisitions and our business could suffer. Although we conduct due diligence investigations prior to each
acquisition, there can be no assurance that we will discover or adequately protect against all material liabilities of
an acquired business for which we may be responsible as a successor owner or operator. The failure to identify
suitable acquisitions and successfully integrate these acquired businesses, or to discover liabilities associated with
such businesses in the diligence process, could adversely affect our consolidated results of operations.
Our indebtedness may limit cash flow available to invest in the ongoing needs of our business.
Our outstanding indebtedness, including indebtedness incurred to consummate the G&K transaction, may have
negative consequences on our business, such as requiring us to dedicate a substantial portion of our cash flow
from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital,
capital expenditures, acquisitions, dividend increases, stock buybacks and other general corporate purposes, as
well as increase our vulnerability to adverse economic or industry conditions. In addition, it may limit our ability
to obtain additional financing in the future to enable us to react to changes in our business or industry or place
us at a competitive disadvantage compared to businesses in our industry that have less debt.
Changes in the fuel and energy industry could adversely affect our financial condition and results of operations.
The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on
events outside our control, including geopolitical developments, supply and demand for fuel and other energy
related products, actions by energy producers, war and unrest in oil producing countries, regional production
patterns, limits on refining capacities, natural disasters and environmental concerns. Increases in fuel and energy
costs could adversely affect our consolidated financial condition and consolidated results of operations.
Failure to preserve positive labor relationships with our employees could adversely affect our consolidated
results of operations.
Following the G&K transaction, more of our labor force is unionized. While we believe that our employee relations
are good, we have been and could continue to be the target of a unionization campaign by several unions. These
unions have attempted to pressure Cintas into surrendering its employees’ rights to a government-supervised
election by unilaterally accepting union representation. We will continue to vigorously oppose any unionization
campaign and defend our employees’ rights to a government-supervised election. Unionization campaigns could
be materially disruptive to our business and could adversely affect our consolidated results of operations.
6
CINTAS CORPORATION
Risks associated with the suppliers from whom our products are sourced could adversely affect our results of
operations.
The products we sell are sourced from a wide variety of domestic and international suppliers. Global sourcing of
many of the products we sell is an important factor in our financial performance. We require all of our suppliers
to comply with applicable laws, including labor and environmental laws, and otherwise be certified as meeting
our required supplier standards of conduct. Our ability to find qualified suppliers who meet our standards, and
to access products in a timely and efficient manner is a significant challenge, especially with respect to suppliers
located and goods sourced outside the United States. Political and economic stability in the countries in which
foreign suppliers are located, the financial stability of suppliers, suppliers’ failure to meet our supplier standards,
labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange
rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which
they are located are beyond our control. In addition, U.S. and foreign trade policies, tariffs and other impositions
on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain
types of goods or of goods containing certain materials from other countries and other factors relating to foreign
trade are beyond our control. These and other factors affecting our suppliers and our access to products could
adversely affect our consolidated results of operations.
Fluctuations in foreign currency exchange could adversely affect our financial condition and results of operations.
We earn revenue, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S.
dollar, including the Canadian dollar, British pound, and the euro. In fiscal years 2017, 2016 and 2015, revenue
denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.
Because our consolidated financial statements are presented in U.S. dollars, we must translate revenue, income
and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end
of each reporting period. Therefore, fluctuations in the value of the U.S. dollar against other major currencies,
particularly in the event of significant increases in foreign currency revenue, will impact our revenue and operating
income and the value of balance sheet items denominated in foreign currencies. This impact could adversely
affect our consolidated financial condition and consolidated results of operations.
Failure to comply with federal and state regulations to which we are subject could result in penalties or costs that
could adversely affect our results of operations.
Our business is subject to complex and stringent state and federal regulations, including employment laws and
regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship
requirements, transportation and other laws and regulations. In particular, we are subject to the regulations
promulgated by the U.S. Department of Transportation, or USDOT, and under the Occupational Safety and
Health Act of 1970, as amended, or OSHA. We have incurred, and will continue to incur, capital and operating
expenditures and other costs in the ordinary course of our business in complying with the USDOT, OSHA and
other laws and regulations to which we are subject. Changes in laws, regulations and the related interpretations,
including any laws or regulations that may be enacted by the current U.S. presidential administration and
Congress, may alter the landscape in which we do business and may affect our costs of doing business. The
impact of new laws and regulations cannot be predicted. Compliance with new laws and regulations may increase
our operating costs or require significant capital expenditures. Any failure to comply with applicable laws or
regulations could result in substantial fines by government authorities, payment of damages to private litigants,
or possible revocation of our authority to conduct our operations, which could adversely affect our ability to
service customers and our consolidated results of operations.
We are subject to legal proceedings that may adversely affect our financial condition and results of operations.
We are subject to various litigation claims and legal proceeding arising from the ordinary course of our business,
including personal injury, customer contract, environmental and employment claims. Certain of these lawsuits or
potential future lawsuits, if decided adversely to us or settled by us, may result in liability and expense material
to our consolidated financial condition and consolidated results of operations.
CINTAS CORPORATION
7
Compliance with environmental laws and regulations could result in significant costs that adversely affect our
results of operations.
Our operating locations are subject to environmental laws and regulations relating to the protection of the
environment and health and safety matters, including those governing discharges of pollutants to the air and
water, the management and disposal of hazardous substances and wastes and the clean-up of contaminated sites.
The operation of our businesses entails risks under environmental laws and regulations. We could incur significant
costs, including clean-up costs, fines and sanctions and claims by third parties for property damage and personal
injury, as a result of violations of or liabilities under these laws and regulations. We are currently involved in a
limited number of remedial investigations and actions at various locations. While based on information currently
known to us, we believe that we maintain adequate reserves with respect to these matters, our liability could
exceed forecasted amounts, and the imposition of additional clean-up obligations or the discovery of additional
contamination at these or other sites could result in significant additional costs which could adversely affect
our results of operations. In addition, potentially significant expenditures could be required to comply with
environmental laws and regulations, including requirements that may be adopted or imposed in the future.
Under applicable environmental laws, an owner or operator of real estate may be required to pay the costs of
removing or remediating hazardous materials located on or emanating from property, whether or not the owner
or operator knew of or was responsible for the presence of such hazardous materials. While we regularly engage
in environmental due diligence in connection with acquisitions, we can give no assurance that locations that have
been acquired or leased have been operated in compliance with environmental laws and regulations during prior
periods or that future uses or conditions will not make us liable under these laws or expose us to third-party
actions, including tort suits.
We rely extensively on computer systems to process transactions, maintain information and manage our
businesses. Disruptions in the availability of computer systems due to implementation of a new system or
otherwise, or privacy breaches involving computer systems, could impact our ability to service our customers
and adversely affect our sales, results of operations and reputation and expose us to litigation risk.
Our businesses rely on our computer systems to provide customer information, process customer transactions
and provide other general information necessary to manage our businesses. We have an active disaster recovery
plan in place that is frequently reviewed and tested. However, our computer systems, including the systems
inherited from G&K, are subject to damage or interruption due to system conversions, such as our current
conversion to SAP enterprise system, power outages, computer or telecommunication failures, catastrophic
events such as fires, tornadoes and hurricanes and usage errors by our employees. Although we believe that we
have adopted appropriate measures to mitigate potential risks to our technology and our operations from these
information technology-related and other potential disruptions, given the unpredictability of the timing, nature
and scope of such disruptions, we could potentially be subject to production downtimes, operational delays
and interruptions in our ability to provide products and services to our customers. Any disruption caused by the
unavailability of our computer systems could adversely affect our sales, could require us to make a significant
investment to fix or replace them and, therefore, could adversely affect our consolidated results of operations.
In addition, cyber-security attacks are evolving and include, but are not limited to, malicious software, attempts
to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in
systems, unauthorized release of confidential or otherwise protected information and corruption of data. If the
network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to
our technology fails, the compromising of confidential or otherwise protected Company, customer, or employee
information, destruction or corruption of data, security breaches, or other manipulation or improper use of our
systems and networks could result in financial losses from remedial actions, loss of business or potential liability
and damage to our reputation.
Failure to achieve and maintain effective internal controls could adversely affect our business and stock price.
Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to the consolidated financial statement preparation and
presentation. While we continue to evaluate our internal controls, including those related to the acquired G&K
business, we cannot be certain that these measures will ensure that we implement and maintain adequate
controls over our financial processes and reporting in the future. If we fail to maintain the adequacy of our internal
controls or if we or our independent registered public accounting firm were to discover material weaknesses in
8
CINTAS CORPORATION
our internal controls, as such standards are modified, supplemented or amended, we may not be able to ensure
that we can conclude on an ongoing basis that we have effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Failure to achieve and maintain an effective
internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud.
This may cause investors to lose confidence in our reported financial information, which could have a material
adverse effect on our stock price.
We may experience difficulties in attracting and retaining competent personnel in key positions.
We believe that a key component of our success is our corporate culture, which has been imparted by management
throughout our corporate organization. This factor, along with our entire operation, depends on our ability to
attract and retain key employees. Competitive pressures within and outside our industry may make it more
difficult and expensive for us to attract and retain key employees which could adversely affect our businesses.
Unexpected events could disrupt our operations and adversely affect our results of operations.
Unexpected events, including fires or explosions at facilities, natural disasters such as hurricanes and tornadoes,
war or terrorist activities, unplanned outages, supply disruptions, failure of equipment or systems or changes in
laws and/or regulations impacting our businesses, could adversely affect our consolidated results of operations.
These events could result in customer disruption, physical damage to one or more key operating facilities, the
temporary closure of one or more key operating facilities or the temporary disruption of information systems.
We may recognize impairment charges, which could adversely affect our financial condition and results of
operations.
We assess our goodwill and other intangible assets and our long-lived assets for impairment when required by U.S.
GAAP. These accounting principles require that we record an impairment charge if circumstances indicate that
the asset carrying values exceed their estimated fair values. The estimated fair value of these assets is impacted
by general economic conditions in the locations in which we operate. Deterioration in these general economic
conditions may result in: declining revenue, which can lead to excess capacity and declining operating cash flow;
reductions in management’s estimates for future revenue and operating cash flow growth; increases in borrowing
rates and other deterioration in factors that impact our weighted average cost of capital; and deteriorating real
estate values. If our assessment of goodwill, other intangible assets or long-lived assets indicates an impairment
of the carrying value for which we recognize an impairment charge, this may adversely affect our consolidated
financial condition and consolidated results of operations.
The effects of credit market volatility and changes in our credit ratings could adversely affect our liquidity and
results of operations.
Our operating cash flows, combined with access to the credit markets, provide us with significant discretionary
funding capacity. However, deterioration in the global credit markets may limit our ability to access credit
markets, which could adversely affect our liquidity and/or increase our cost of borrowing. In addition, credit
market deterioration and its actual or perceived effects on our results of operations and financial condition, along
with deterioration in general economic conditions, may increase the likelihood that the major independent credit
agencies will downgrade our credit ratings, which could increase our cost of borrowing. Increases in our cost of
borrowing could adversely affect our consolidated results of operations.
Item 1B. Unresolved Staff Comments
None.
CINTAS CORPORATION
9
Item 2. Properties
Cintas occupies 539 facilities located in 345 cities. Cintas leases 295 of these facilities for various terms ranging
from monthly to the year 2032. Cintas expects that it will be able to renew or replace its leases on satisfactory
terms. Of the six manufacturing facilities noted below, Cintas controls the operations of one manufacturing facility,
but does not own or lease the real estate related to the operation. All remaining facilities are owned. The principal
executive office in Cincinnati, Ohio, provides centrally located administrative functions including accounting,
finance, marketing and computer system development and support. Cintas operates rental processing plants
that house administrative, sales and service personnel and the necessary equipment involved in the cleaning
of uniforms and bulk items, such as entrance mats and shop towels. Branch operations provide administrative,
sales and service functions. Cintas operates 11 distribution centers and six manufacturing facilities. Cintas also
operates first aid and safety and fire protection facilities and direct sales offices. Cintas considers the facilities it
operates to be adequate for their intended use. Cintas owns or leases approximately 19,200 vehicles which are
used for the route-based services and by the sales and management employee-partners.
The following chart provides additional information concerning Cintas’ facilities:
Type of Facility
Rental Processing Plants
Rental Branches
First Aid and Safety Facilities
All Other Facilities
Distribution Centers
Manufacturing Facilities
Total
# of Facilities
217
203
53
49
11(1)
6
539
(1)
Includes the principal executive office, which is attached to the distribution center in Cincinnati, Ohio.
Rental processing plants, rental branches, distribution centers and manufacturing facilities are used in Cintas’
Uniform Rental and Facility Services reportable operating segment. First aid and safety facilities, rental processing
plants and distribution centers are used in the First Aid and Safety Services reportable operating segment. Rental
processing plants, rental branches, first aid and safety facilities, fire protection facilities, direct sales offices,
distribution centers and manufacturing facilities are all utilized by the businesses included in All Other.
Item 3. Legal Proceedings
Cintas is subject to legal proceedings, insurance receipts, legal settlements 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 consolidated financial position, consolidated results of operations
or consolidated cash flows of Cintas.
Item 4. Mine Safety Disclosures
Not applicable.
10
CINTAS CORPORATION
Part II
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Cintas’ common stock is traded on the NASDAQ Global Select Market under the symbol “CTAS.” The following
table provides the high and low sales prices of shares of Cintas’ common stock by quarter during the last two
fiscal years:
Fiscal 2017
Quarter Ended
May 2017
February 2017
November 2016
August 2016
Fiscal 2016
Quarter Ended
May 2016
February 2016
November 2015
August 2015
Holders
High
Low
$ 128.85
$117.21
122.21
119.94
117.69
112.96
102.07
91.24
High
Low
$ 95.49
$84.32
93.64
94.35
89.74
80.00
82.71
78.00
At May 31, 2017, there were approximately 2,000 shareholders on record of Cintas’ common stock. Cintas
believes that this represents approximately 62,000 beneficial owners.
Dividends
Dividends on Cintas’ outstanding common stock have been paid annually and amounted to $1.33 per share,
$1.05 per share and $1.70 per share in fiscal 2017, 2016 and 2015, respectively. The fiscal 2015 dividend was
comprised of an annual cash dividend of $0.85 per share, and an additional $0.85 per share special dividend
related to the cash proceeds received from the Shred-it Transaction.
CINTAS CORPORATION
11
Stock Performance Graph
The following graph summarizes the cumulative return on $100 invested in Cintas’ common stock, the S&P 500
Stock Index, the common stocks of a selected peer group of companies Because our products and services are
diverse, Cintas does not believe that any single published industry index is appropriate for comparing shareholder
return. Therefore, the peer groups used in the performance graph combines publicly traded companies in the
business services industry that have similar characteristics as Cintas for each fiscal year, such as route based
delivery of products and services. Prior to fiscal 2017, Cintas compared its common stock returns to the following
publicly traded companies: G & K Services, Inc., UniFirst Corporation, ABM Industries and Iron Mountain, Inc.
(Old Peer Group). In fiscal 2016, Cintas completed the sale of the businesses within the former Document
Management Services operating segment. As a result, Cintas made the change to a new peer group (New Peer
Group). The companies included in the New Peer Group are UniFirst Corporation, ABM Industries and Rollins,
Inc. Rollins, Inc. was added to the New Peer Group because it is a route based provider of products and services
with similar characteristics as Cintas.
Total shareholder return was based on the increase in the price of the common stock and assumed reinvestment
of all dividends. Further, total return was weighted according to market capitalization of each company. The
companies in the Peer Groups are not the same as those considered by the Compensation Committee of the
Board of Directors.
Total Shareholder Returns
Comparison of Five-Year Cumulative Total Return
$400
$350
$300
$250
$200
$150
$100
$50
$0
5/12
8/12 11/12 2/13
5/13
8/13 11/13 2/14
5/14
8/14 11/14 2/15
5/15
8/15 11/15 2/16
5/16
8/16 11/16 2/17
5/17
Cintas Corporation
S&P 500
Old
2016 Peer Group
(1)
New
2017 Peer Group
(1) The Old Peer Group previously included G&K Services, Inc. but has been excluded from the Old Peer Group herein due to our acquisition of
G&K Services, Inc. during fiscal 2017.
12
CINTAS CORPORATION
Purchases of Equity Securities by the Issuer and Affiliated Purchases
Period (In millions, except share and per share data)
March 1 - 31, 2017 (2)
April 1 - 30, 2017 (3)
May 1 - 31, 2017 (4)
Total
Total number
of shares
purchased
937
689
3,704
5,330
Average
price paid
per share
$126.20
125.11
124.75
$125.05
Total number of
shares purchased
as part of the
publicly announced
plan (1)
Maximum
approximate dollar
value of shares that
may yet be
purchased under
the plan (1)
—
—
—
—
$500.0
500.0
500.0
$500.0
(1) On August 6, 2016, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have
an expiration date.
(2) During March 2017, Cintas acquired 937 shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock
awards that vested during the fiscal year. These shares were purchased at an average price of $126.20 per share for a total purchase price of
$0.1 million.
(3) During April 2017, Cintas acquired 689 shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock awards
that vested during the fiscal year. These shares were purchased at an average price of $125.11 per share for a total purchase price of less than
$0.1 million.
(4) During May 2017, Cintas acquired 3,704 shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock
awards that vested during the fiscal year. These shares were purchased at an average price of $124.75 per share for a total purchase price of
$0.5 million.
CINTAS CORPORATION
13
Item 6. Selected Financial Data
Five-Year Financial Summary
(In thousands except per share and percentage data)
Fiscal Years Ended May 31,
2013(1)
2014(1)
2015(1)
2016(1)
2017(1)(2)
Compound
Annual
Growth
(2013-2017)
Revenue
$ 3,878,271 $ 4,091,204 $ 4,369,677 $ 4,795,772 $ 5,323,381
8.2%
300,150
330,541
402,553
448,605
457,286
11.1%
Net Income, Continuing
Operations
Net Income, Discontinued
Operations
Net Income
Basic Earnings Per Share:
Continuing Operations
Discontinued Operations
Basic Earnings Per Share
Diluted Earnings Per Share:
Continuing Operations
Discontinued Operations
Diluted Earnings Per Share
Dividends Per Share
15,292
43,901
28,065
244,915
23,422
$ 315,442 $ 374,442 $ 430,618 $ 693,520 $ 480,708
$
$
$
$
$
2.41 $
2.72 $
3.44 $
4.08 $
0.12
0.36
0.24
2.22
2.53 $
3.08 $
3.68 $
6.30 $
2.40 $
2.69 $
3.39 $
4.02 $
0.12
0.36
0.24
2.19
2.52 $
3.05 $
3.63 $
6.21 $
0.64 $
0.77 $
1.70 $
1.05 $
4.27
0.22
4.49
4.17
0.21
4.38
1.33
11.2%
11.1%
15.4%
16.4%
15.4%
14.8%
15.0%
14.8%
20.1%
12.1%
1.1%
Total Assets(3)
$ 4,336,417 $ 4,454,457 $ 4,185,675 $ 4,098,815 $ 6,844,057
Shareholders’ Equity
$ 2,201,492 $ 2,192,858 $ 1,932,455 $ 1,842,659 $ 2,302,793
Return on Average Equity(4)
13.8%
15.0%
19.5%
23.8%
22.1%
Long-Term Debt
$ 1,291,764 $ 1,292,482 $ 1,293,215 $ 1,294,422 $ 3,133,524(5)
(1) In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of our
Discontinued Services, Shredding and Storage have been excluded from continuing operations for all periods presented. Please see Note 16
entitled Discontinued Operations of “Notes to Consolidated Financial Statements” for additional information.
(2) Includes G&K results of operations from March 21, 2017 through May 31, 2017. Historical periods presented prior to fiscal 2017 do not
include G&K and as a result, the information may not be comparable. Please see Note 9 entitled Acquisitions and Divestitures of “Notes to
Consolidated Financial Statements” for additional information regarding the G&K acquisition.
(3) In accordance with the applicable accounting guidance for simplifying the presentation of debt issuance costs, the debt costs related to
recognized debt liabilities have been excluded from Total Assets and reclassified to Long-Term Debt as a direct deduction from the carrying
amount of the debt liabilities. The impact of this change in accounting principle on balances previously reported for fiscal 2016, 2015, 2014
and 2013 were reclassifications of $5.6 million, $6.8 million, $8.0 million and $9.2 million, respectively, from other assets to long-term liabilities.
(4) Return on average equity is computed as net income from continuing operations divided by the average of shareholders’ equity. We believe
that disclosure of this non-GAAP financial measure gives management and shareholders a good indication of Cintas’ historical performance.
(5) Includes issuance of approximately $2.1 billion in debt to fund the G&K acquisition. Please see Note 6 entitled Debt and Derivatives of “Notes
to Consolidated Financial Statements” for additional information.
14
CINTAS CORPORATION
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Business Strategy
Cintas helps more than one million businesses of all types and sizes, primarily in North America, as well as Latin
America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range
of products and services that enhance our customers’ image and help keep their facilities and employees clean,
safe and looking their best. With products and services including uniforms, floor care, restroom supplies, first aid
and safety products, fire extinguishers and testing, and safety and compliance training, Cintas helps customers
get Ready for the Workday™.
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 cleaning services and
supplies, carpet and tile cleaning services, first aid and safety services and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of
Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business
strategy. This strategy is to achieve revenue growth for all of our products and services by increasing our
penetration at existing customers and by broadening our customer base to include business segments to which
we have not historically served. We will also continue to identify additional product and service opportunities for
our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service
professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to
develop close personal relationships. The combination of our distribution system and these strong customer
relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization
introducing all of our products and services to prospects in all business segments. Our broad range of products
and services allows our sales organization to consider any type of business a prospect. We also broaden our
customer base through geographic expansion, especially in our first aid and safety and fire protection businesses.
Finally, we evaluate strategic acquisitions as opportunities arise.
Results of Operations
On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of
approximately $2.1 billion. G&K is now a wholly-owned subsidiary of Cintas that will operate within the Uniform
Rental and Facility Services operating segment. To finance the G&K acquisition, Cintas used a combination of
new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand. G&K’s results
of operations are included in Cintas’ consolidated financial statements as of and from the date of acquisition.
U. S. GAAP requires companies to evaluate their reportable operating segments periodically and when certain
events occur. As a result of our evaluation in fiscal 2016, effective June 1, 2015, Cintas realigned its organizational
structure and updated its reportable operating segments in light of certain changes in its business, including
the acquisition of ZEE Medical Inc. (ZEE) in the first quarter of fiscal 2016. Cintas’ updated reportable operating
segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and
Facility Services reportable operating segment, which includes G&K, consists of the rental and servicing of
uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary
items. In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services
and the sale of items from our catalogs to our customers on route are included within this reportable operating
segment. The First Aid and Safety Services reportable operating segment, which includes ZEE, consists of
first aid and safety products and services. The remainder of Cintas’ business, which consists of Fire Protection
Services and its Uniform Direct Sale business, is included in All Other. Cintas evaluates operating segment
performance based on revenue and income before income taxes. Revenue and income before income taxes for
each of these reportable operating segments for the years ended May 31, 2017, 2016 and 2015 are presented
CINTAS CORPORATION
15
in Note 14 entitled Operating Segment Information of “Notes to Consolidated Financial Statements.” The
Company regularly reviews its operating segments for reporting purposes based on the information its chief
operating decision maker regularly reviews for purposes of allocating resources and assessing performance and
makes changes when appropriate.
At May 31, 2017, Cintas has classified a significant business, referred to as Discontinued Services, as held for
sale. Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other. In fiscal
2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. to combine
Shredding with the shredding business of Shred-it International Inc. Pursuant to the Shredding Transaction, the
Shred-it Partnership was owned 42% by Cintas and 58% by the shareholders of Shred-it International Inc. Cintas’
investment in Shred-it and the results of Shredding are classified as discontinued operations for all periods
presented as a result of selling the investment during fiscal 2016. During fiscal 2015, Cintas sold Storage and,
as a result, its operations are also classified as discontinued operations for all periods presented. In accordance
with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the
results of Discontinued Services, Shredding and Storage have been excluded from both continuing operations
and operating segment results for all periods presented. Please see Note 16 entitled Discontinued Operations
of “Notes to Consolidated Financial Statements” for additional information.
The following table sets forth certain consolidated statements of income data as a percent of revenue by
reportable operating segment, All Other and in total for the fiscal years ended May 31:
2017(1)
2016(1)
2015(1)
Revenue:
Uniform Rental and Facility Services
First Aid and Safety Services
All Other
Total revenue
Cost of sales:
Uniform Rental and Facility Services
First Aid and Safety Services
All Other
Total cost of sales
Gross margin:
Uniform Rental and Facility Services
First Aid and Safety Services
All Other
Total gross margin
Selling and administrative expenses:
Uniform Rental and Facility Services
First Aid and Safety Services
All Other
Total selling and administrative expenses
G&K Services, Inc. transaction and integration expenses
Gain on sale of stock of an equity method investment
Interest expense, net
Income from continuing operations before income taxes
79.0%
9.5%
11.5%
100.0%
54.9%
54.7%
58.3%
55.3%
45.1%
45.3%
41.7%
44.7%
27.1%
34.9%
34.5%
28.7%
1.5%
—%
1.6%
12.9%
78.4%
9.6%
12.0%
80.5%
7.5%
12.0%
100.0%
100.0%
55.7%
57.3%
58.6%
56.2%
44.3%
42.7%
41.4%
43.8%
26.5%
31.9%
33.1%
27.8%
—%
—%
1.3%
14.7%
56.6%
53.4%
59.1%
56.6%
43.4%
46.6%
40.9%
43.4%
26.2%
32.8%
34.3%
27.7%
—%
0.5%
1.5%
14.7%
(1) The figures presented reflect the change in classification of Discontinued Services, Shredding and Storage to discontinued operations within
the Consolidated Statements of Income. See Note 16 entitled Discontinued Operations of “Notes to Consolidated Financial Statements.”
16
CINTAS CORPORATION
Fiscal 2017 Compared to Fiscal 2016
Fiscal 2017 total revenue was $5.3 billion, an increase of 11.0% over the prior fiscal year. Revenue increased
organically by 6.7% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions,
divestitures, workday differences and foreign currency exchange rate fluctuations. Total revenue was positively
impacted by 4.8% due to acquisitions, primarily through the acquisition of G&K. Revenue growth was negatively
impacted by 0.1% due to foreign currency exchange rate fluctuations and 0.4% due to one less workday in fiscal
2017 compared to fiscal 2016.
Organic growth by quarter is shown in the table below.
First Quarter Ending August 31, 2016
Second Quarter Ending November 30, 2016
Third Quarter Ending February 28, 2017
Fourth Quarter Ending May 31, 2017
For the Fiscal Year Ending May 31, 2017
Organic
Growth
6.0%
6.0%
6.6%
8.1%
6.7%
Uniform Rental and Facility Services reportable operating segment revenue consists predominantly of revenue
derived from the rental of corporate identity uniforms and other garments, including flame resistant clothing,
and the rental and/or sale of mats, mops, shop towels, restroom supplies and other rental services. Revenue from
the Uniform Rental and Facility Services reportable operating segment increased 11.8% compared to fiscal 2016.
The increase resulted from an organic growth increase in revenue of 6.9%. The amount of new business grew,
resulting from an increase in the number and productivity of sales representatives. Generally, sales productivity
improvements are the result of increased tenure and improved training, which result in a higher number of
products and services sold. Revenue growth was negatively impacted by 0.1% due to foreign currency exchange
rate fluctuations and 0.4% due to one less workday in fiscal 2017 compared to the same period in the prior fiscal
year. Revenue was positively impacted by 5.4% due to acquisitions, primarily G&K.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and
All Other, increased 8.2% compared to fiscal 2016. Revenue increased organically by 6.1% due primarily to
improved sales representative productivity. Revenue growth was negatively impacted by 0.1% due to foreign
currency exchange rate fluctuations and 0.4% due to one less workday in fiscal 2017 compared to fiscal 2016.
Acquisitions positively impacted revenue by 2.6%.
Cost of uniform rental and facility services increased 10.3% compared to fiscal 2016. Cost of uniform rental and
facility services consists primarily of production expenses, delivery expenses and the amortization of in service
inventory, including uniforms, mats, shop towels and other ancillary items. The cost of uniform rental and facility
services increase compared to fiscal 2016 was due to increased Uniform Rental and Facility Services reportable
operating segment sales volume from internal growth and the acquired G&K sales volume.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, uniforms
and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services
reportable operating segment and All Other. Cost of other increased 5.6% in fiscal 2017 compared to fiscal 2016.
The increase was primarily related to the increased sales volumes in the First Aid and Safety Services reportable
operating segment and All Other.
Selling and administrative expenses increased $195.0 million, or 14.6%, compared to fiscal 2016 due primarily
to increases in labor and other employee-partner related expenses. As a result of the acquisition of G&K in
fiscal 2017, the Company incurred various transaction and integration expenses which relate primarily to asset
impairment charges, legal and professional fees, employee termination expenses, the write-off of excess
inventory and other miscellaneous expenses. In fiscal 2017, G&K transaction and integration expenses were
$79.2 million or 1.5% of total revenue.
Net interest expense (interest expense less interest income) was $86.3 million in fiscal 2017 compared to
$63.6 million in fiscal 2016. The increase in net interest expense is primarily due to the additional debt issued
to finance the G&K acquisition and $17.1 million of short-term debt financing fees incurred in connection with
the acquisition.
CINTAS CORPORATION
17
Income before income taxes was $687.4 million, a decrease of $17.9 million, or 2.5%, compared to fiscal 2016. The
decrease in income before income taxes was due to the G&K transaction and integration expenses and the increase
in interest expense previously mentioned. These impacts were partially offset by the increase in gross margin.
Cintas’ effective tax rate on continuing operations was 33.5% for fiscal 2017 compared to 36.4% in fiscal 2016.
The decrease was primarily due to the adoption of Accounting Standard Update (ASU) 2016-09, “Improvements
to Employee Share-Based Payment Accounting.” The effective tax rate in fiscal 2017 included a benefit of
$29.4 million as a result of the adoption of ASU 2016-09. This benefit was partially offset by the election to
recognize forfeitures as they occur, which resulted in additional stock compensation expense of $8.3 million when
compared to our historical practice of estimating forfeiture for expense purposes. The adoption of ASU 2016-09
also resulted in an increase in the effect of dilutive securities in fiscal 2017 of 0.8 million shares. For fiscal 2017, the
net impact on diluted earnings per share from the adoption of ASU 2016-09 was an increase of $0.19 per share over
what diluted earnings per share would have been if ASU 2016-09 was not adopted in the current year.
Net income from continuing operations for fiscal 2017 of $457.3 million was a 1.9% increase compared to
fiscal 2016. Diluted earnings per share from continuing operations of $4.17 was a 3.7% increase compared
to fiscal 2016. Diluted earnings per share from continuing operations increased due to the lower effective tax
rate combined with the decrease in weighted average common shares outstanding. The decrease in weighted
average common shares outstanding resulted from purchasing 8.8 million shares of common stock under the
January 13, 2015 and August 4, 2015 share buyback programs since the beginning of fiscal 2016.
Uniform Rental and Facility Services Reportable Operating Segment
Uniform Rental and Facility Services reportable operating segment revenue increased $443.0 million, or 11.8%,
and the cost of uniform rental and facility services increased $214.9 million, or 10.3%, as previously discussed.
The reportable operating segment’s fiscal 2017 gross margin was 45.1% of revenue compared to 44.3% in
fiscal 2016. The 80 basis point improvement was driven by many factors, including new business sold by sales
representatives, penetration of additional products and services into existing customers and continuously
improving the efficiency of internal processes.
Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment
increased $143.8 million in fiscal 2017 compared to fiscal 2016. Selling and administrative expense as a percent
of revenue for fiscal 2017 was 27.1% compared to 26.5% in fiscal 2016. The increase in selling and administrative
expenses for the Uniform Rental and Facility Services reportable operating segment is primarily related to the
G&K acquisition.
As a result of the G&K acquisition, the Uniform Rental and Facility Services reportable operating segment
incurred $79.2 million of transaction and integration expenses. These expenses consisted of the following:
asset impairment charges of $23.3 million, legal and professional fees directly related to the acquisition of
$17.4 million, employee termination expenses recognized under ASC Topic 712, “Compensation - Nonretirement
Postemployment Benefits” of $31.0 million, write-off of excess inventory of $5.5 million and $2.0 million of other
miscellaneous integration expenses.
Income before income taxes increased $5.0 million to $677.1 million for fiscal 2017 compared to fiscal 2016.
Income before income taxes as a percent of revenue, at 16.1%, decreased 180 basis points from 17.9% in fiscal
2016. The decrease is primarily due to the G&K transaction and integration expenses mentioned above.
First Aid and Safety Services Reportable Operating Segment
First Aid and Safety Services reportable operating segment revenue increased $46.5 million in fiscal 2017, a
10.1% increase compared to fiscal 2016. Revenue increased organically by 5.9% as a result of increased sales
volume. Revenue growth was positively impacted by 4.6% due to acquisitions. One less workday in fiscal 2017
compared to the prior year negatively impacted growth by 0.4%.
Cost of first aid and safety services increased $13.3 million, or 5.0%, in fiscal 2017, due primarily to increased First
Aid and Safety Services reportable operating segment volume. Gross margin for the First Aid and Safety Services
reportable operating segment is defined as revenue less cost of goods, warehouse expenses, service expenses
and training expenses. The gross margin as a percent of revenue was 45.3% for fiscal 2017 compared to 42.7%
in fiscal 2016. The increase in gross margin was due to the benefits realized as a result of the integration of ZEE.
These benefits included improved delivery efficiencies and improved sourcing of goods.
18
CINTAS CORPORATION
Selling and administrative expenses for the First Aid and Safety Services reportable operating segment increased
by $29.9 million, or 20.3%, in fiscal 2017 compared to fiscal 2016. Selling and administrative expenses as a
percent of revenue were 34.9% in fiscal 2017 compared to 31.9% in fiscal 2016. The increase in selling and
administrative expenses is primarily the result of the investment in selling resources to grow the acquired ZEE
customer base and increases in various employee-partner related expenses.
Income before income taxes was $52.8 million in fiscal 2017, an increase of $3.3 million, or 6.6%, compared to
fiscal 2016. Income before income taxes as a percent of revenue, at 10.4%, decreased from 10.7% in fiscal 2016,
due primarily to the investment in selling resources mentioned above.
Fiscal 2016 Compared to Fiscal 2015
Fiscal 2016 total revenue was $4.8 billion, an increase of 9.8% over the prior fiscal year. Revenue increased
organically by 6.8% as a result of increased sales volume. Organic growth excludes the impact of acquisitions,
divestitures, foreign currency exchange rate fluctuations and workday differences. Total revenue was positively
impacted by 2.9% due to acquisitions and 0.8% due to two more workdays in fiscal 2016 compared to fiscal 2015.
Revenue growth was negatively impacted by 0.7% due to foreign currency exchange rate fluctuations.
Organic growth by quarter is shown in the table below.
First Quarter Ending August 31, 2015
Second Quarter Ending November 30, 2015
Third Quarter Ending February 28, 2016
Fourth Quarter Ending May 31, 2016
For the Fiscal Year Ending May 31, 2016
Organic Growth
6.9%
6.6%
7.1%
6.8%
6.8%
Uniform Rental and Facility Services reportable operating segment revenue consists predominantly of revenue
derived from the rental of corporate identity uniforms and other garments, including flame resistant clothing,
and the rental and/or sale of mats, mops, shop towels, restroom supplies and other rental services. Revenue from
the Uniform Rental and Facility Services reportable operating segment increased 6.8% compared to fiscal 2015.
The increase resulted from an organic growth increase in revenue of 6.5%. The amount of new business grew,
resulting from an increase in the number and productivity of sales representatives. Generally, sales productivity
improvements are the result of increased tenure and improved training, which result in a higher number of
products and services sold. Revenue was positively impacted by 0.3% due to acquisitions, 0.8% due to two more
workdays in fiscal 2016 compared to 2015 and negatively impacted by 0.8% due to foreign currency exchange
rate fluctuations.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and
All Other, increased 21.8% compared to fiscal 2015. The increase primarily resulted from an organic growth
increase of 8.3%, which was largely due to improved sales representative productivity. Revenue in fiscal 2016
was negatively impacted by 0.5% due to foreign currency exchange rate fluctuations. Acquisitions positively
impacted the growth rate by 13.0%, and two more workdays in fiscal 2016 contributed an additional 1.0%.
Cost of uniform rental and facility services increased 5.0% compared to fiscal 2015. Cost of uniform rental and
facility services consists primarily of production expenses, delivery expenses and the amortization of in service
inventory, including uniforms, mats, shop towels and other ancillary items. The increase in the cost of uniform
rental and facility services compared to fiscal 2015 was due to increased Uniform Rental and Facility Services
reportable operating segment sales volume.
Cost of other increased 24.3% compared to fiscal 2015. Cost of other consists primarily of cost of goods sold
(predominantly first aid and safety products, uniforms and fire protection products), delivery expenses and
distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. The
increase from fiscal 2015 was primarily due to increased First Aid and Safety Services reportable operating
segment sales volume.
CINTAS CORPORATION
19
Selling and administrative expenses increased $123.1 million, or 10.2%, compared to fiscal 2015 due primarily to
increases in labor and other employee-partner related expenses.
During fiscal 2015, Cintas sold stock in an equity method investment. In conjunction with the sale of the equity
method investment, the Company received a cash dividend. The sale resulted in the recording of a gain of
$21.7 million in fiscal 2015.
Operating income of $768.9 million in fiscal 2016 increased $85.3 million, or 12.5%, compared to fiscal 2015.
Net interest expense (interest expense less interest income) was $63.6 million in fiscal 2016 compared
to $64.8 million in fiscal 2015. The decrease in net interest expense is primarily due to the capitalization of
$1.1 million of interest in fiscal year 2016 versus $0.6 million of interest capitalized in fiscal 2015.
Income before income taxes was $705.3 million, an increase of $64.8 million, or 10.1%, compared to fiscal 2015.
The increase in income before income taxes was primarily due to revenue growing at a faster rate than expenses.
Cintas’ effective tax rate in fiscal 2016 was 36.4%, which was comparable to the effective tax rate of 37.2%
in fiscal 2015. See Note 8 entitled Income Taxes of “Notes to Consolidated Financial Statements” for more
information on income taxes.
Net income from continuing operations for fiscal 2016 of $448.6 million was a 11.4% increase compared to fiscal
2015. Diluted earnings per share from continuing operations of $4.02 was a 18.6% increase compared to fiscal
2015. The increase in diluted earnings per share is higher than the increase in net income due to a decrease in
weighted average common stock outstanding as a result of Cintas purchasing 8.7 million shares of common stock
under the January 13, 2015 share buyback program since the beginning of fiscal 2016.
Uniform Rental and Facility Services Reportable Operating Segment
Uniform Rental and Facility Services reportable operating segment revenue increased $240.3 million, or 6.8%,
and the cost of uniform rental and facility services increased $100.2 million, or 5.0%. Revenue in fiscal 2016
was negatively affected by 0.8% due to foreign currency exchange rate changes compared to fiscal 2015 and
positively affected by 0.3% due to acquisitions and 0.8% due to two more workdays in fiscal 2016 compared to
2015. The reportable operating segment’s fiscal 2016 gross margin was 44.3% of revenue compared to 43.4% in
fiscal 2015. The increase in gross margin as a percent of revenue over fiscal 2015 was due to new business sold by
sales representatives, penetration of additional products and services into existing customers, and continuously
improving the efficiency of internal processes. In addition, lower energy-related expenses increased gross margin
50 basis points.
Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment
increased $72.0 million in fiscal 2016 compared to fiscal 2015 primarily due to increases in labor and other
employee-partner related expenses. Selling and administrative expense as a percent of revenue for fiscal 2016
was 26.5% compared to 26.2% in fiscal 2015.
Income before income taxes increased $68.1 million to $672.1 million for fiscal 2016 compared to fiscal 2015.
Income before income taxes as a percent of revenue, at 17.9%, increased from 17.2% in fiscal 2015. This increase
is primarily due to the increase in gross margin.
First Aid and Safety Services Reportable Operating Segment
First Aid and Safety Services reportable operating segment revenue increased $135.2 million in fiscal 2016, a
41.4% increase compared to fiscal 2015. Revenue increased organically by 9.7% as a result of increased sales
volume. Revenue growth was positively impacted by 1.1% due to two more workdays in fiscal 2016 compared
to fiscal 2015. The remaining 30.6% increase in growth represents growth derived through acquisitions, primarily
the ZEE acquisition.
Cost of first aid and safety services increased $90.5 million, or 51.9%, in fiscal 2016, due primarily to increased
First Aid and Safety Services reportable operating segment volume. Gross margin for the First Aid and Safety
Services reportable operating segment is defined as revenue less cost of goods, warehouse expenses, service
expenses and training expenses. The gross margin as a percent of revenue was 42.7% for fiscal 2016 compared
to 46.6% in fiscal 2015. ZEE integration costs and the lower efficiency of the acquired ZEE routes were primarily
responsible for the decrease in gross margin.
20
CINTAS CORPORATION
Selling and administrative expenses increased by $40.3 million, or 37.6%, in fiscal 2016 compared to fiscal 2015
primarily due to an increase in labor and other employee-partner related expenses and costs associated with
the integration of ZEE. Selling and administrative expenses as a percent of revenue, at 31.9%, decreased from
32.8% in fiscal 2015.
Income before income taxes was $49.5 million in fiscal 2016, an increase of $4.4 million, or 9.7%, compared to
fiscal 2015. Income before income taxes as a percent of revenue, at 10.7%, decreased from 13.8% in fiscal 2015,
due to the decrease in gross margin discussed above.
Liquidity and Capital Resources
The following is a summary of our cash flows and cash, cash equivalents and marketable securities as of and for
the fiscal years ending May 31:
(In thousands)
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash provided by (used in) financing activities
Cash and cash equivalents at the end of the period
Marketable securities at the end of the period
2017
2016
$ 763,887
$ 465,845
$(2,310,349)
$ 128,381
$ 1,578,502
$(866,724)
$ 169,266
$ 139,357
$ 22,219
$ 70,405
Cash, cash equivalents and marketable securities as of May 31, 2017 and 2016 include $125.5 million and
$96.5 million, respectively, that is located outside of the United States. We expect to use these amounts to fund
our international operations and international expansion activities.
Cash flows provided by operating activities have historically supplied us with a significant source of liquidity.
We generally use these cash flows to fund most, if not all, of our operations and dividends on our common stock.
We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-
term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as the
repurchase of our common stock.
Net cash provided by operating activities was $763.9 million for fiscal 2017, which was an increase of $298.0 million
compared to fiscal 2016. Net cash provided by operating activities in fiscal 2016 was negatively impacted by the
$229.5 million payment of taxes due on the gain on the sale of Shred-it.
Net cash used in investing activities was $2,310.3 million in fiscal 2017, compared to $128.4 million of net
cash provided by investing activities in fiscal 2016. Capital expenditures were $273.3 million and $275.4 million
for fiscal 2017 and fiscal 2016, respectively. Capital expenditures for fiscal 2017 included $232.8 million for
the Uniform Rental and Facility Services reportable operating segment and $26.9 million for the First Aid and
Safety Services reportable operating segment. Cash paid for acquisitions of businesses, net of cash acquired
was $2,102.4 million and $156.6 million for fiscal 2017 and fiscal 2016, respectively. The acquisitions in both
fiscal 2017 and 2016 occurred in our Uniform Rental and Facility Services reportable operating segment, which
includes G&K, our First Aid and Safety Services reportable operating segment and our Fire Protection business,
which is included in All Other. Net cash provided by investing activities included proceeds related to the sale of
Shred-it and Storage of $28.3 million and $616.2 million in fiscal 2017 and 2016, respectively. Net cash used in
investing activities for fiscal 2017 also included net proceeds of $37.3 million from purchases and redemptions of
marketable securities and investments compared to net purchases of $60.0 million in fiscal 2016.
Net cash provided by financing activities was $1,578.5 million for fiscal 2017, compared to net cash used in
financing activities of $866.7 million for fiscal 2016. The increase from fiscal 2017 over fiscal 2016 is primarily
due to the net issuance of $1,732.7 million of debt and the decrease in stock buybacks. To finance the G&K
acquisition, Cintas issued various forms of debt, totaling $2,091.2 million, net. In addition, on June 1, 2016,
Cintas paid the $250.0 million five-year senior notes that matured on that date with cash on hand and proceeds
from the issuance of commercial paper.
CINTAS CORPORATION
21
On August 4, 2015, we announced that the Board of Directors authorized a $500.0 million share buyback
program, which does not have an expiration date. During fiscal 2017, we purchased 0.1 million shares at an
average price of $94.09 per share for a total purchase price of $3.7 million. This completed the August 4, 2015
program through which Cintas purchased a total of 5.7 million shares of Cintas common stock at an average price
of $87.89 for a total purchase price of $500.0 million. During fiscal 2016, we purchased $759.2 million of common
stock under previously authorized share buyback programs. On August 2, 2016, we announced that the Board
of Directors authorized a new $500.0 million share buyback program, which does not have an expiration date.
For the fiscal year ended May 31, 2017, Cintas acquired 0.2 million shares of Cintas common stock in satisfaction
of employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were
acquired at an average price of $101.37 per share for a total purchase price of $17.0 million.
On October 18, 2016, Cintas declared an annual cash dividend of $1.33 per share on outstanding common stock,
a 26.7% increase over the annual dividend paid in the prior year. The dividend was paid on December 2, 2016 to
shareholders of record as of November 4, 2016. This marked the 34th consecutive year that Cintas has increased
its annual dividend, every year since going public in 1983.
On March 21, 2017, the Company completed the acquisition of G&K. To finance the G&K acquisition, Cintas
used a combination of new senior notes, a term loan, other borrowings under its existing credit facility and cash
on hand.
The following table summarizes Cintas’ outstanding debt at May 31:
(In thousands)
Debt due within one year
Senior notes
Senior notes
Commercial paper
Current portion of term loan
Debt issuance costs
Total debt due within one year
Debt due after one year
Senior notes
Senior notes
Senior notes
Senior notes
Senior notes (2)
Senior notes (3)
Senior notes
Senior notes
Long-term portion of term loan
Debt issuance costs
Total debt due after one year
Interest
Rate
Fiscal Year
Issued
Fiscal Year
Maturity
2017
2016
2.85%
6.13%
2007
2008
2017
2018
1.24%(1) Various
Various
2.00%(1)
2017
2018
6.13%
4.30%
2.90%
3.25%
2.78%
3.11%
3.70%
6.15%
2.00%(1)
2008
2012
2017
2013
2013
2015
2017
2007
2017
2018
2022
2022
2023
2023
2025
2027
2037
2022
$
— $ 250,000
300,000
50,500
12,500
(100)
—
—
—
—
$ 362,900
$ 250,000
$
— $ 300,000
250,000
650,000
300,000
52,554
52,645
1,000,000
250,000
237,500
250,000
—
250,000
—
—
—
250,000
—
(22,075)
(5,578)
$ 2,770,624
$ 1,044,422
(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at May 31, 2017.
(2) Cintas assumed these senior notes with the acquisition of G&K, and they were recorded at fair value. The interest rate shown above is the
effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.
(3) Cintas assumed these senior notes with the acquisition of G&K, and they were recorded at fair value. The interest rate shown above is the
effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%.
22
CINTAS CORPORATION
The credit agreement that supports our commercial paper program was amended on September 16, 2016.
The amendment increased the capacity of the revolving credit facility from $450.0 million to $600.0 million and
added a $250.0 million term loan facility. The $150.0 million increase in the revolving credit facility took effect
upon the consummation of the merger (Merger) contemplated by the Merger Agreement among the Cintas,
G&K and Bravo Merger Sub, Inc. (Merger Sub), a wholly-owned subsidiary of Cintas. The term loan was funded
upon the consummation of the Merger. The credit agreement has an accordion feature that provides Cintas
the ability to request increases to the borrowing commitments under either the revolving credit facility or the
term loan of up to $250.0 million in the aggregate, subject to customary conditions. The maturity date of the
agreement is September 15, 2021. As of May 31, 2017, there was $50.5 million of commercial paper outstanding
with a weighted average interest rate of 1.24% and maturity dates less than 30 days and no borrowings on our
revolving credit facility. No commercial paper or borrowings on our revolving credit facility were outstanding at
May 31, 2016.
Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain
liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’
assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest,
taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist
between certain debt instruments. If a default of a significant covenant were to occur, the default could result in
an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.
Cintas was in compliance with all of the debt covenants for all periods presented.
Our access to the commercial paper and long-term debt markets has historically provided us with sources
of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future in
view of our favorable experiences in the debt markets in the recent past. Our ability to continue to access the
commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a
significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of May 31, 2017,
our ratings were as follows:
Rating Agency
Standard & Poor’s
Moody’s Investors Service
Outlook
Stable
Stable
Commercial
Paper
Long-term
Debt
A-2
P-2
BBB+
A3
In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially
lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities
were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our
ability to access the debt markets may be adversely affected. In addition, in such a case, our cost of funds for new
issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the
ratings of those new issues been at or above the level of the ratings noted above. The rating agency ratings are
not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to
revision or withdrawal at any time by the assigning rating organization and should be evaluated independently
of any other rating. Moreover, each credit rating is specific to the security to which it applies.
To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and
quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation,
debt is defined as the sum of short-term borrowings, long-term debt due within one year, obligations under
capital leases due in one year, long-term debt and long-term obligations under capital leases.
CINTAS CORPORATION
23
Contractual Obligations
(In thousands)
Debt (1)
Operating leases (2)
Interest payments (3)
Payments Due by Period
Total
One year
or less
Two to
three years
Four to
five years
After five
years
$ 3,155,699
$ 363,000
$ 25,000
$ 1,112,500
$ 1,655,199
176,004
43,775
64,417
39,295
28,517
936,383
119,547
199,498
196,841
420,497
Unconditional purchase obligations
—
—
—
—
—
Total contractual cash obligations
$ 4,268,086
$ 526,322
$ 288,915
$ 1,348,636
$ 2,104,213
Cintas also makes payments to defined contribution plans. The amount of contributions made to the defined
contribution plans are at the discretion of the Board of Directors of Cintas. Future contributions are expected
to be $51.7 million in the next year, $111.2 million in the next two to three years, and $122.6 million in the next
four to five years. Cintas may make payments to defined benefit plans to satisfy minimum funding requirements.
Currently, Cintas does not expect to make any such payments during the next five years.
(1) See Note 6 entitled Debt and Derivatives of “Notes to Consolidated Financial Statements” for a detailed presentation of Cintas’ debt.
(2) Operating leases consist primarily of operational facility leases.
(3) Interest payments include interest on both fixed and variable rate debt. As of May 31, 2017, Cintas had approximately $300.5 million of
variable rate debt outstanding, which consisted of $50.5 million of commercial paper and a $250.0 million term loan. The interest payments
for variable rate debt were estimated using forecasted rates in future years.
Other Commitments
(In thousands)
Lines of credit (1)
Amount of Commitment Expiration per Period
Total
One year
or less
Two to
three years
Four to
five years
After five
Years
$ 549,399
$
— $ 549,399
$
— $
Standby letters of credit and surety bonds (2)
110,893
110,893
—
—
Total other commitments
$ 660,292
$ 110,893
$ 549,399
$
— $
—
—
—
(1) Back-up facility for the commercial paper program (reference Note 6 entitled Debt and Derivatives of “Notes to Consolidated Financial
Statements” for further discussion).
(2) These standby letters of credit support certain outstanding debt (reference Note 6 entitled Debt and Derivatives of “Notes to Consolidated
Financial Statements”), self-insured workers’ compensation and general liability insurance programs.
Inflation and Changing Prices
Changes in wages, benefits and energy costs have the potential to materially impact Cintas’ consolidated financial
results. Management believes inflation has not had a material impact on Cintas’ consolidated financial condition
or a negative impact on consolidated results of operations.
Litigation and Other Contingencies
Cintas is subject to legal proceedings, insurance receipts, legal settlements 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 consolidated financial position, consolidated results of operations
or consolidated cash flows of Cintas.
24
CINTAS CORPORATION
New Accounting Standards
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU)
2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which
amended accounting guidance related to the reporting of discontinued operations and disclosures of disposals of
components of an entity. The amended guidance changes the thresholds for disposals to qualify as discontinued
operations and requires additional disclosures. This guidance is effective for reporting periods beginning after
December 15, 2014 and is required to be applied prospectively. Cintas adopted ASU 2014-08 during the quarter
ended August 31, 2015 and applied the amended accounting guidance to Shred-it and will apply it to future
transactions, as appropriate.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” to clarify
revenue recognition principles. This guidance is intended to improve disclosure requirements and enhance the
comparability of revenue recognition practices. Improved disclosures under the amended guidance relate to
the nature, amount, timing and uncertainty of revenue that is recognized from contracts with customers. This
guidance will be effective for reporting periods beginning after December 15, 2017 and will be required to be
applied retrospectively. Early application of the amendments in this update is not permitted. A cross-functional
implementation team has been established consisting of representatives from all of our operating segments.
The implementation team is working to analyze the impact of the standard on the Cintas’ contract portfolio
by reviewing current accounting policies and practices to identify potential differences that would result from
applying the requirements of the new standard to revenue contracts. In addition, we are in the process of
identifying and implementing the appropriate changes to business processes and controls to support recognition
and disclosure under the new standard. Cintas plans to adopt the standard as of the first quarter of fiscal year
2019 using the modified retrospective approach and will record a cumulative adjustment to equity for open
contracts as of June 1, 2018. Cintas is continuing to evaluate the impact of ASU 2014-09 and an estimate of the
impact to the consolidated financial statements cannot be made at this time.
In April 2015, the FASB issued ASU 2015-17, “Balance Sheet Classifications of Deferred Taxes,” which amended
accounting guidance related to the presentation of deferred tax liabilities and assets. The amended guidance
requires that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. This guidance
is effective for reporting periods beginning after December 15, 2016; however, early adoption is permitted. This
guidance can also be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all
periods presented. Cintas adopted ASU 2015-17 during the quarter ended November 30, 2015 and has applied
this amended accounting guidance to its deferred tax liabilities and assets for all periods presented.
In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30), Simplifying the
Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized
debt liability be presented in the consolidated condensed balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. This guidance is effective for annual and interim
periods beginning after December 15, 2015. The guidance is applied retrospectively and early adoption
is permitted. Cintas adopted ASU 2015-03 during the quarter ended August 31, 2016 and has applied this
amended accounting guidance to its long-term debt and other assets for all periods presented. The impact of
this change in accounting principle on balances previously reported as of May 31, 2016 was a reclassification of
$5.6 million from other assets to debt due after one year within long-term liabilities.
In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805), Simplifying the Accounting
for Measurement-Period Adjustments.” This amendment eliminates the requirement to retrospectively account
for adjustments made to provisional amounts recognized in a business combination. This amendment became
effective for Cintas beginning June 1, 2016, and was adopted prospectively in accordance with the standard.
The adoption of this amendment did not have an effect on our consolidated financial statements for the fiscal
year ended May 31, 2017.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the
recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and
lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or
operating leases based on the principle of whether or not the lease is effectively a financed purchase by the
lessee. This classification will determine whether lease expense is recognized based on an effective interest
CINTAS CORPORATION
25
method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record
a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their
classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for
operating leases today. Topic 842 supersedes the previous leases standard, ASC 840, Leases. This guidance
is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted.
Entities are required to use a modified retrospective approach for leases that exist or are entered into after the
beginning of the earliest comparative period in the financial statements. Cintas is currently evaluating the impact
that ASU 2016-02 will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.”
ASU 2016-09 is intended to simplify accounting for share-based payments. Upon adoption, ASU 2016-09 requires
that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and
reflected within operating cash flows rather than being recorded within equity and reflected within financing cash
flows. The standard also permits the repurchase of more of an employee’s shares for tax withholding purposes
without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld
shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy
election to account for forfeitures as they occur. This update is effective for interim and annual periods beginning
after December 15, 2016; however, early adoption is permitted. Cintas adopted ASU 2016-09 during the quarter
ended August 31, 2016 and elected to make an accounting policy change to recognize forfeitures as they occur.
The adoption impact on the consolidated balance sheet was a cumulative-effect adjustment of $26.7 million,
increasing opening retained earnings and decreasing paid-in capital.
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and
Net Periodic Postretirement Benefit Costs.” ASU 2017-07 continues to require the service component of pension
and other postretirement benefit costs to be presented in the same line item as other employee compensation
costs on the consolidated statement of income and changes the presentation of other components of net benefit
cost so that these items will be presented outside of operating income within the consolidated statements of
income. Cintas plans to adopt ASU 2017-07 in fiscal 2018 and apply it prospectively. Cintas does not expect the
adoption of ASU 2017-07 to have a material impact on its consolidated financial statements.
No other new accounting pronouncement recently issued or newly effective had or is expected to have a material
impact on the consolidated financial statements.
Critical Accounting Policies and Estimates
The preparation of Cintas’ consolidated financial statements in conformity with U. S. GAAP requires management
to make estimates and judgments that have a significant effect on the amounts reported in the consolidated
financial statements and accompanying notes. These critical accounting policies should be read in conjunction
with Note 1 entitled Significant Accounting Policies of “Notes to Consolidated Financial Statements.” Significant
changes, estimates or assumptions related to any of the following critical accounting policies could possibly have
a material impact on the consolidated financial statements.
Revenue recognition
Rental revenue, which is recorded in the Uniform Rental and Facility Services reportable operating segment, is
recognized when services are performed. Other revenue, which is recorded in the First Aid and Safety Services
reportable operating segments and All Other, is recognized when either services are performed or when products
are shipped and the title and risks of ownership pass to the customer.
Inventories
Inventories are valued at the lower of cost (first-in, first-out) or market. Cintas applies a commonly accepted
practice of using inventory turns to apply variances between actual and standard costs to the inventory balances.
The judgments and estimates used to calculate inventory turns will have an impact on the valuation of inventories
at the lower of cost or market. An inventory obsolescence reserve is determined by specific identification, as well
as an estimate based on the Company’s historical rates of obsolescence.
26
CINTAS CORPORATION
Uniforms and other rental items in service
Uniforms and other rental items in service are valued at cost less amortization, calculated using the straight-line
method. Uniforms in service (other than cleanroom and flame resistant clothing) are amortized over their useful
life of 18 months. Uniforms acquired in the G&K acquisition will be amortized over 12 months. Other rental
items, including shop towels, mats, mops, cleanroom garments, flame resistant clothing, linens and restroom
dispensers, are amortized over their useful lives, which range from 8 to 60 months. The amortization rates used
are based on industry experience, Cintas’ specific experience and wear tests performed by Cintas. These factors
are critical to determining the amount of in service inventory and related cost of uniforms and ancillary products
that are presented in the consolidated financial statements.
Property and equipment
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets based on
industry and Cintas specific experience, which is typically 30 to 40 years for buildings, 5 to 20 years for building
improvements, 3 to 10 years for equipment and 2 to 15 years for leasehold improvements. When events or
circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the estimated
undiscounted future cash flows are compared to the carrying amount of the assets. If the estimated undiscounted
future cash flows are less than the carrying amount of the assets, an impairment loss is recorded based on the
excess of the carrying amount of the assets over their respective fair values. Fair value is generally determined
by discounted cash flows or based on prices of similar assets, as appropriate. As a result of the identification of
certain G&K plants and branches for future closure, an indicator of potential impairment was identified. Cintas
recognized an impairment loss of $23.3 million during the year ended May 31, 2017, based on the excess of the
carrying amount of asset over their respective fair values. The undiscounted cash flows were estimated, using
Level 2 inputs based on both the cost and market approaches, at the lowest discernible level, which is at the
location level. Cintas did not identify any indicators of impairment for the years ended May 31, 2016 and 2015.
Goodwill
Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Cintas completes
an annual impairment test, which may include an assessment of qualitative factors including, but not limited
to, macroeconomic conditions, industry and market conditions, and entity specific factors such as strategies
and financial performance. The test may also include the determination of the estimated fair value of Cintas’
reporting units via comparisons to current market values, where available, and discounted cash flow analyses.
Significant assumptions may include growth rates based on historical trends and margin improvement leveraged
from such growth, as well as discount rates. We determine discount rates separately for each reporting unit
using the weighted average cost of capital, which includes a calculation of cost of equity, which is developed
using the capital asset pricing model and comparable company betas (a measure of systemic risk), and cost
of debt. We also use comparable market earnings multiple data and our market capitalization to corroborate
our reporting unit valuations. We test for goodwill impairment at the reporting unit level. As a result of Cintas’
operating segment realignment in fiscal 2016 and the acquisition of G&K in fiscal 2017, the composition of
Cintas’ reporting units for the evaluation of goodwill impairment has changed. Cintas has identified six reporting
units for purposes of evaluating goodwill impairment: Uniform Rental and Facility Services, G&K Services Uniform
Rental and Facility Services, First Aid and Safety Services, and three reporting units within All Other. Given
the proximity of the G&K acquisition date to the consolidated balance sheet date, the Company performed a
high level qualitative analysis for its G&K reporting unit, which considered indicators of impairment to evaluate
whether the fair value was more-likely-than-not in excess of its carrying value. The key indicators considered
include macroeconomic conditions, industry/market considerations, financial performance, cash flow, changes in
management, and composition of net assets. Based on the results of the annual impairment tests, Cintas was not
required to recognize an impairment of goodwill for the fiscal years ended May 31, 2017, 2016 or 2015. Cintas
will continue to perform impairment tests as of March 1 in future years and when indicators of impairment exist.
CINTAS CORPORATION
27
Service contracts and other assets
Service contracts and other assets, which consist primarily of noncompete and consulting agreements obtained
through acquisitions of businesses, are amortized by use of the straight-line method over the estimated lives
of the agreements, which are generally 5 to 10 years. The G&K service contract asset will be amortized over a
period of 15 years, which represents the estimated life of the economic benefit and the asset amortization is
based on the annual economic value of the underlying asset which generally decreases over the 15-year term.
Certain noncompete agreements, as well as all service contracts, require that a valuation be determined using
a discounted cash flow model. The assumptions and judgments used in these models involve estimates of cash
flows and discount rates, among other factors. Because of the assumptions used to value these intangible assets,
actual results over time could vary from original estimates. Impairment of service contracts and other assets is
accomplished through specific identification. No impairment has been recognized by Cintas for the fiscal years
ended May 31, 2017, 2016 or 2015.
Business Combinations
Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the
liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as
the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and
the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and
liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates
are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up
to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with
the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination
of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
recorded to our consolidated statements of income. See Note 9 entitled Acquisitions and Divestitures of the
“Notes to Consolidated Financial Statements” for a discussion of the G&K and ZEE Acquisitions.
General insurance liabilities
General insurance liabilities represent the estimated ultimate cost of all asserted and unasserted claims incurred,
primarily related to worker’s compensation, auto liability and other general liability exposure through the
consolidated balance sheet dates. Our reserves are estimated through actuarial procedures of the insurance
industry and by using industry assumptions, adjusted for specific expectations based on our claims history. Cintas
records an increase or decrease in selling and administrative expenses related to development of prior claims,
higher claims activity and other environmental factors in the period in which it becomes known. These changes
in estimates may be material to the consolidated financial statements.
Stock-based compensation
Compensation expense is recognized for all share-based payments to employees, including stock options and
restricted stock awards, in the consolidated statements of income based on the fair value of the awards that are
granted. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing
model. Measured compensation cost, net of estimated forfeitures, is recognized on a straight-line basis over the
vesting period of the related share-based compensation award. See Note 12 entitled Stock-Based Compensation
of “Notes to Consolidated Financial Statements” for further information.
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. U.S. GAAP requires that a liability for
contingencies be recorded when it is probable that a liability has occurred and the amount of the liability can
be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the
amount to be recorded. While a significant change in assumptions and judgments could have a material impact
on the amounts recorded for contingent liabilities, Cintas does not believe that they will result in a material
adverse effect on the consolidated financial statements.
28
CINTAS CORPORATION
Income taxes
Deferred tax assets and liabilities are determined by the differences between the consolidated financial statement
carrying amounts and the tax basis of assets and liabilities. See Note 8 entitled Income Taxes of “Notes to
Consolidated Financial Statements” for the types of items that give rise to significant deferred income tax assets
and liabilities. Deferred income taxes are classified as assets or liabilities based on the classification of the related
asset or liability for financial reporting purposes. Cintas regularly reviews deferred tax assets for recoverability
based upon projected future taxable income and the expected timing of the reversals of existing temporary
differences. Although realization is not assured, management believes it is more likely than not that the recorded
deferred tax assets, as adjusted for valuation allowances, will be realized.
Accounting for uncertain tax positions requires the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the consolidated financial statements. Companies may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the consolidated financial statements from such a position should be measured based on
the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
Cintas is periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due.
These reviews include questions regarding the timing and amount of deductions and the allocation of income
among various tax jurisdictions. In evaluating the exposure associated with various filing positions, Cintas records
reserves as deemed appropriate. Based on Cintas’ evaluation of current tax positions, Cintas believes its tax
related accruals are appropriate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Earnings are affected by changes in short-term interest rates due to investments in marketable securities and
money market accounts and periodic issuances of commercial paper. If short-term rates changed by one-half
percent (or 50 basis points), Cintas’ income before income taxes would change by approximately $1.1 million.
This estimated exposure considers the effects on investments. This analysis does not consider the effects of a
change in economic activity or a change in Cintas’ capital structure.
Through its foreign operations, Cintas is exposed to foreign currency risk. Foreign currency exposures arise
from transactions denominated in a currency other than the functional currency and from foreign denominated
revenue and profit translated into U.S. dollars. Foreign denominated revenue and profit represents less than 10%
of Cintas’ consolidated revenue and profit. Cintas periodically uses foreign currency hedges such as average
rate options and forward contracts to mitigate the risk of foreign currency exchange rate movements resulting
from foreign currency revenue and from international cash flows. The primary foreign currency to which Cintas is
exposed is the Canadian dollar.
CINTAS CORPORATION
29
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, 2017, 2016 and 2015
Management’s Report on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
31
32
34
35
36
37
38
39
30
CINTAS CORPORATION
Management’s Report on
Internal Control over Financial Reporting
To the Shareholders of Cintas Corporation:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting
(as defined in Rule 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial
reporting will provide only reasonable assurance with respect to financial statement preparation.
With the supervision of our Chairman and Chief Executive Officer and our Chief Financial Officer, management
assessed our internal control over financial reporting as of May 31, 2017. Management based its assessment on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of such
elements as the design and operating effectiveness of key financial reporting controls, process documentation,
accounting policies and our overall control environment. This assessment is supported by testing and monitoring
performed by our internal audit function. The Company’s evaluation of internal control over financial reporting
did not include the internal controls of G&K operations subsequent to the acquisition on March 21, 2017, which
are included in the 2017 consolidated financial statements and constituted 37.6% of total assets (inclusive of
acquired goodwill and identifiable intangible assets which represents 29.6% of total assets) as of May 31, 2017,
and 3.5% of revenue for the year then ended.
Based on our assessment, management has concluded that our internal control over financial reporting was
effective as of May 31, 2017, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external reporting purposes in accordance with accounting principles
generally accepted in the United States.
We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
Additionally, our independent registered public accounting firm, Ernst & Young LLP, independently assessed the
effectiveness of Cintas Corporation’s internal control over financial reporting. Ernst & Young LLP has issued an
attestation report, which is included in this Annual Report on Form 10-K.
Scott D. Farmer
Chairman and Chief Executive Officer
J. Michael Hansen
Senior Vice President and Chief Financial Officer
CINTAS CORPORATION
31
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Cintas Corporation
We have audited Cintas Corporation’s internal control over financial reporting as of May 31, 2017, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). Cintas Corporation’s management is responsible
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting
did not include the internal controls of G&K Services, Inc., which is included in the May 31, 2017 consolidated
financial statements of Cintas Corporation and constituted 37.6% of total assets (inclusive of acquired goodwill
and identifiable intangible assets which represents 29.6% of total assets) as of May 31, 2017, and 3.5% of revenues
for the year then ended. Our audit of internal control over financial reporting of Cintas Corporation also did not
include an evaluation of the internal control over financial reporting of G&K Services, Inc.
In our opinion, Cintas Corporation maintained, in all material respects, effective internal control over financial
reporting as of May 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Cintas Corporation as of May 31, 2017 and 2016 and the
related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each
of the three years in the period ended May 31, 2017 and our report dated July 31, 2017 expressed an unqualified
opinion thereon.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
July 31, 2017
32
CINTAS CORPORATION
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Cintas Corporation
We have audited the accompanying consolidated balance sheets of Cintas Corporation as of May 31, 2017 and
2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash
flows for each of the three years in the period ended May 31, 2017. Our audits also included the consolidated
financial statement schedule listed in the Index at Item 15(a)(2). These consolidated financial statements and
schedule are the responsibility of Cintas Corporation’s management. Our responsibility is to express an opinion
on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Cintas Corporation at May 31, 2017 and 2016, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended May 31, 2017, in conformity with
U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Cintas Corporation’s internal control over financial reporting as of May 31, 2017, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated July 31, 2017 expressed an unqualified
opinion thereon.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
July 31, 2017
CINTAS CORPORATION
33
Consolidated
Statements of Income
Fiscal Years Ended May 31,
(In thousands except per share data)
2017
2016
2015
Revenue:
Uniform rental and facility services
Other
$4,202,490
1,120,891
5,323,381
Costs and expenses:
Cost of uniform rental and facility services
2,307,774
$3,759,524
1,036,248
4,795,772
2,092,833
601,599
1,332,399
—
768,941
—
(896)
64,522
705,315
256,710
448,605
$3,519,199
850,478
4,369,677
1,992,665
484,089
1,209,284
—
683,639
21,739
(339)
65,161
640,556
238,003
402,553
635,312
1,527,380
79,224
773,691
—
(237)
86,524
687,404
230,118
457,286
23,422
$ 480,708
244,915
$ 693,520
28,065
$ 430,618
$ 4.27
$ 4.08
$ 3.44
0.22
2.22
0.24
$ 4.49
$ 6.30
$ 3.68
$ 4.17
$ 4.02
$ 3.39
0.21
2.19
0.24
$ 4.38
$ 6.21
$ 3.63
Cost of other
Selling and administrative expenses
G&K Services, Inc. transaction and
integration expenses
Operating income
Gain on sale of stock of an equity method
investment
Interest income
Interest expense
Income before income taxes
Income taxes
Income from continuing operations
Income from discontinued operations,
net of tax of $15,057, $138,184 and
$15,910, respectively
Net income
Basic earnings per share
Continuing operations
Discontinued operations
Basic earnings per share
Diluted earnings per share
Continuing operations
Discontinued operations
Diluted earnings per share
Dividends declared and paid per share
$ 1.33
$ 1.05
$ 1.70
See accompanying notes.
34
CINTAS CORPORATION
Consolidated Statements
of Comprehensive Income
(In thousands)
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments
Cumulative translation adjustment on Shred-it
Change in fair value of cash flow hedges
Amortization of interest rate lock agreements
Other
Other comprehensive income (loss), net of tax
expense (benefit) of $19,118, ($9,813) and
$1,043, respectively
Comprehensive income
Fiscal Years Ended May 31,
2017
2016
2015
$480,708
$693,520
$430,618
(10,252)
—
31,136
1,076
(115)
(11,933)
6,472
(12,156)
1,952
(738)
(38,538)
—
37
1,952
(350)
21,845
$502,553
(16,403)
$677,117
(36,899)
$393,719
See accompanying notes.
CINTAS CORPORATION
35
Consolidated
Balance Sheets
(In thousands except share data)
Assets
Current assets:
As of May 31,
2017
2016
Cash and cash equivalents
Marketable securities
Accounts receivable, principally trade, less allowance of $20,525 and
$ 169,266
22,219
$ 139,357
70,405
$19,103, respectively
Inventories, net
Uniforms and other rental items in service
Income taxes, current
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Property and equipment, at cost, net
Investments
Goodwill
Service contracts, net
Other assets, net
Long-term assets held for sale
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities
Liabilities held for sale
Debt due within one year
Total current liabilities
Long-term liabilities:
Debt due after one year
Deferred income taxes
Accrued liabilities
Total long-term liabilities
Shareholders’ equity:
Preferred stock, no par value:
100,000 shares authorized, none outstanding
Common stock, no par value:
425,000,000 shares authorized
2017: 180,992,605 shares issued and 105,400,629 shares outstanding
2016: 179,598,516 shares issued and 104,213,479 shares outstanding
Paid-in capital
Retained earnings
Treasury stock:
2017: 75,591,976 shares
2016: 75,385,037 shares
Accumulated other comprehensive loss
Total shareholders’ equity
See accompanying notes.
36
CINTAS CORPORATION
736,008
278,218
635,702
44,320
30,132
38,613
546,488
249,362
538,286
1,712
25,948
19,021
1,954,478
1,590,579
1,323,501
993,692
164,788
2,782,335
586,988
31,967
—
124,952
1,276,076
78,194
14,283
21,039
$ 6,844,057
$ 4,098,815
$ 177,051
149,635
429,809
11,457
362,900
1,130,852
2,770,624
469,328
170,460
3,410,412
$ 110,940
101,391
343,266
9,958
250,000
815,555
1,044,422
259,475
136,704
1,440,601
—
—
485,068
223,924
5,170,830
409,682
205,260
4,805,867
(3,574,000)
(3,029)
2,302,793
(3,553,276)
(24,874)
1,842,659
$ 6,844,057
$ 4,098,815
Consolidated
Statements of Shareholders’ Equity
(In thousands)
Common Stock
Shares
Amount
Paid-In
Capital
Retained
Earnings
Other
Accumulated
Comprehensive
Income (Loss)
Treasury Stock
Shares
Amount
Total
Shareholders’
Equity
Balance at June 1, 2014
176,378 $ 251,753 $134,939 $3,998,893
$ 28,428
(59,341) $(2,221,155) $2,192,858
Net income
Comprehensive loss, net of tax
Dividends
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
— 47,002
Vesting of stock-based compensation
awards
575
37,265
(37,265)
Stock options exercised, net of shares
surrendered
1,164
40,230
Repurchase of common stock
Other
—
—
—
—
—
— 12,507
430,618
—
—
(36,899)
(201,891)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
430,618
(36,899)
(201,891)
47,002
—
40,230
(7,073)
(551,970)
(551,970)
—
—
12,507
Balance at May 31, 2015
178,117
329,248
157,183
4,227,620
(8,471)
(66,414)
(2,773,125)
1,932,455
Net income
Comprehensive loss, net of tax
Dividends
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
— 79,293
Vesting of stock-based compensation
awards
605
52,208
(52,208)
Stock options exercised, net of shares
surrendered
876
28,226
Repurchase of common stock
Other
—
—
—
—
—
— 20,992
693,520
—
—
(16,403)
(115,273)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
693,520
(16,403)
(115,273)
79,293
—
28,226
(8,971)
(780,151)
(780,151)
—
—
20,992
Balance at May 31, 2016
179,598
409,682
205,260
4,805,867
(24,874)
(75,385)
(3,553,276)
1,842,659
480,708
—
—
21,845
Net income
Comprehensive income, net of tax
Dividends
Stock-based compensation
Vesting of stock-based compensation
—
—
—
—
—
—
—
—
—
—
— 88,868
awards
429
43,516
(43,516)
Stock options exercised, net of shares
surrendered
966
31,870
(142,433)
—
—
—
—
—
—
Repurchase of common stock
Adoption of new accounting guidance
—
—
—
— (26,688)
26,688
—
—
—
—
—
—
—
—
—
—
—
—
480,708
21,845
(142,433)
88,868
—
31,870
(207)
(20,724)
(20,724)
—
—
—
—
—
—
—
—
—
Balance at May 31, 2017
180,993 $ 485,068 $223,924 $5,170,830
$ (3,029)
(75,592) $(3,574,000) $2,302,793
See accompanying notes.
CINTAS CORPORATION
37
Consolidated
Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation
Amortization of intangible assets
Stock-based compensation
Gain on Storage
(Gain) loss on Shred-it
Gain on sale of stock of an equity method investment
Asset impairment charge
G&K Services, Inc. transaction and integration costs
Short-term debt financing fees included in net income
Settlement of cash flow hedges
Deferred income taxes
Change in current assets and liabilities, net of acquisitions
of businesses:
Accounts receivable, net
Inventories, net
Uniforms and other rental items in service
Prepaid expenses and other current assets
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities and other
Income taxes, current
Fiscal Years Ended May 31,
2017
2016
2015
$ 480,708
$ 693,520
$ 430,618
171,565
25,030
88,868
(1,460)
(25,457)
—
23,331
31,445
17,062
30,194
3,902
(93,557)
(668)
(8,732)
24,201
13,726
13,654
(501)
(29,424)
149,691
15,588
79,293
(15,786)
(354,071)
—
—
—
—
—
(59,302)
(52,762)
(17,917)
(6,306)
(965)
(564)
13,512
22,714
(800)
140,624
14,458
47,002
(38,573)
3,851
(21,739)
—
—
—
—
20,866
(1,443)
23,785
(31,994)
(3,202)
(33,445)
3,234
33,066
(6,832)
Net cash provided by operating activities
763,887
465,845
580,276
Cash flows from investing activities:
Capital expenditures
Proceeds from redemption of marketable securities
Purchase of marketable securities and investments
Proceeds from Storage transactions, net of cash contributed
Proceeds from Shredding transactions
Proceeds from sale of stock of an equity method investment
Dividends received on equity method investment
Dividends received on Shred-it
Acquisitions of businesses, net of cash acquired
Other, net
(273,317)
218,324
(181,065)
2,400
25,876
—
—
—
(2,102,371)
(196)
(275,385)
434,179
(494,146)
35,338
580,837
—
—
—
(156,579)
4,137
Net cash (used in) provided by investing activities
(2,310,349)
128,381
Cash flows from financing activities:
Proceeds from issuance of commercial paper, net
Proceeds from issuance of debt, net
Repayment of debt
Payment of short-term debt financing fees
Proceeds from exercise of stock-based compensation awards
Dividends paid
Repurchase of common stock
Other, net
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
50,500
1,932,229
(250,000)
(17,062)
31,870
(142,433)
(20,724)
(5,878)
1,578,502
(2,131)
29,909
139,357
—
—
(16)
—
28,226
(115,273)
(780,151)
490
(866,724)
(5,218)
(277,716)
417,073
(217,720)
161,938
(195,471)
158,428
3,344
29,933
5,247
113,400
(15,495)
1,383
44,987
—
—
(518)
—
40,230
(201,891)
(551,970)
1,589
(712,560)
(8,918)
(96,215)
513,288
Cash and cash equivalents at end of year
$ 169,266
$ 139,357
$ 417,073
See accompanying notes.
38
CINTAS CORPORATION
Notes to Consolidated Financial Statements
1. Significant Accounting Policies
Business description. Cintas Corporation (collectively with its majority-owned subsidiaries and any entities
over which it has control, Cintas) helps more than one million businesses of all types and sizes, primarily in North
America, as well as Latin America, Europe and Asia, get Ready™ to open their doors with confidence every
day by providing a wide range of products and services that enhance our customers’ image and help keep their
facilities and employees clean, safe and looking their best. With products and services including uniforms, floor
care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance
training, Cintas helps customers get Ready for the Workday™.
On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of
approximately $2.1 billion. G&K is now a wholly-owned subsidiary of Cintas that will operate within the Uniform
Rental and Facility Services operating segment. To finance the G&K acquisition, Cintas used a combination of
new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand. G&K’s results
of operations are included in Cintas’ consolidated financial statements as of and from the date of acquisition.
U.S. Generally Accepted Accounting Principles (U. S. GAAP) requires companies to evaluate their reportable
operating segments periodically and when certain events occur. As a result of our evaluation in fiscal 2016,
effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating
segments in light of certain changes in its business, including the acquisition of ZEE Medical Inc. (ZEE) in the first
quarter of fiscal 2016. Cintas’ updated reportable operating segments are Uniform Rental and Facility Services
and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment, which
includes G&K, consists of the rental and servicing of uniforms and other garments including flame resistant
clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom
cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our
customers on route are included within this reportable operating segment. The First Aid and Safety Services
reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’
business, which consists of Fire Protection Services and its Uniform Direct Sale business, is included in All Other.
Cintas evaluates operating segment performance based on revenue and income before income taxes. Revenue
and income before income taxes for each of these reportable operating segments for the years ended May 31,
2017, 2016 and 2015 are presented in Note 14 entitled Operating Segment Information. The Company regularly
reviews its operating segments for reporting purposes based on the information its chief operating decision
maker regularly reviews for purposes of allocating resources and assessing performance and makes changes
when appropriate.
At May 31, 2017, Cintas has classified a significant business, referred to as “Discontinued Services,” as held for
sale. Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other. In fiscal
2014, Cintas completed its partnership transaction with the shareholders of Shred-it International Inc. to combine
Cintas’ shredding business (Shredding) with the shredding business of Shred-it International Inc. (the Shredding
Transaction). Pursuant to the Shredding Transaction, the newly formed partnership (the Shred-it Partnership)
was owned 42% by Cintas and 58% by the shareholders of Shred-it International Inc. Cintas’ investment in
the Shred-it Partnership (Shred-it) and the results of Shredding are classified as discontinued operations for all
periods presented as a result of selling the investment during fiscal 2016. During fiscal 2015, Cintas sold the
storage business (Storage) and, as a result, its operations are also classified as discontinued operations for all
periods presented. In accordance with the applicable accounting guidance for the disposal of long-lived assets
and discontinued operations, the results of Discontinued Services, Shredding and Storage have been excluded
from both continuing operations and operating segment results for all periods presented. See Note 16 entitled
Discontinued Operations for additional information.
Principles of consolidation. The consolidated financial statements include the accounts of Cintas controlled
majority-owned subsidiaries and any entities over which Cintas has control. Intercompany balances and
transactions have been eliminated as appropriate.
CINTAS CORPORATION
39
Consolidated Financial statement presentation. We have reclassified certain prior-year amounts, primarily
related to discontinued operations, to conform to the current year’s presentation.
Use of estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. The Company’s results are affected by economic, political, legislative,
regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary
exchange rates, government fiscal policies and changes in the prices of raw materials, can have a significant effect
on operations. These factors and other events could cause actual results to differ from management’s estimates.
Revenue recognition. Rental revenue, which is recorded in the Uniform Rental and Facility Services reportable
operating segment, is recognized when services are performed. Other revenue, which is recorded in the First
Aid and Safety Services reportable operating segment and All Other, is recognized when either services are
performed or when products are shipped and the title and risks of ownership pass to the customer.
Cost of uniform rental and facility services. Cost of uniform rental and facility services consists primarily of
production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats,
shop towels and other ancillary items. The Uniform Rental and Facility Services reportable operating segment
inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs and other costs of
distribution are included in the cost of uniform rental and facility services.
Cost of other. Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products,
uniforms and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety
Services reportable operating segment and All Other. Cost of other includes inbound freight charges, purchasing
and receiving costs, inspection costs, warehousing costs and other costs of distribution.
Selling and administrative expenses. Selling and administrative expenses consist primarily of sales labor and
commissions, management and administrative labor, payroll taxes, medical expense, insurance expense, legal
and professional costs and amortization of finite-lived intangible assets.
G&K transaction and integration expenses. As a result of the acquisition of G&K in fiscal 2017, the Company
incurred various transaction and integration expenses which relate primarily to asset impairment charges, legal
and professional fees, employee termination expenses, the write-off of excess inventory and other miscellaneous
expenses. See Note 17 entitled G&K Transaction and Integration Expenses.
Cash and cash equivalents. Cintas considers all highly liquid domestic investments with a maturity of three
months or less, at date of purchase, to be cash equivalents. At May 31, 2017 and 2016, cash and cash equivalents
includes $30.6 million and $50.6 million, respectively, of restricted cash used as collateral associated with the
general insurance program.
Marketable securities. Marketable securities are typically comprised of fixed income securities and are classified
as available-for-sale.
Accounts receivable. Accounts receivable is comprised of amounts owed through product shipments and
services provided and is presented net of an allowance for doubtful accounts. The allowance is an estimate based
on historical rates of collections and allowances for specific accounts identified as uncollectible. The allowance
that is an estimate based on Cintas’ historical rates of collections is recorded for overdue amounts, beginning
with a nominal percentage and increasing substantially as the account ages. The amount provided as the account
ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the
First Aid and Safety Services reportable operating segment and All Other because of differences in customers
served and the nature of each business. When an account is considered uncollectible, it is written off against the
allowance for doubtful accounts.
40
CINTAS CORPORATION
Inventories. Inventories are valued at the lower of cost (first-in, first-out) or market. Cintas applies a commonly
accepted practice of using inventory turns to apply variances between actual and standard costs to the inventory
balances. The judgments and estimates used to calculate inventory turns will have an impact on the valuation of
inventories at the lower of cost or market. Inventory is comprised of the following amounts at May 31:
(In thousands)
Raw materials
Work in process
Finished goods
2017
2016
$ 17,528
$ 17,794
17,951
242,739
14,731
216,837
$ 278,218
$ 249,362
Inventories are recorded net of reserves for obsolete inventory of $38.3 million and $32.7 million at May 31, 2017
and 2016, respectively. The inventory obsolescence reserve is determined by specific identification, as well as
an estimate based on Cintas’ historical rates of obsolescence. The increase in the reserve during fiscal 2017 is
related to excess inventory obtained in the G&K acquisition.
Uniforms and other rental items in service. These items are valued at cost less amortization, calculated using
the straight-line method. Uniforms in service (other than cleanroom and flame resistant clothing) are amortized
over their useful life of 18 months. Uniforms acquired in the G&K acquisition will be amortized over 12 months.
Other rental items, including shop towels, mats, mops, cleanroom garments, flame resistant clothing, linens and
restroom dispensers, are amortized over their useful lives, which range from 8 to 60 months. The amortization
rates used are based on industry experience, Cintas’ specific experience and wear tests performed by Cintas.
These factors are critical to determining the amount of in service inventory and related cost of uniforms and
facility services that are presented in the consolidated financial statements.
Property and equipment. Property and equipment is stated at cost, less accumulated depreciation or at fair
value upon acquisition. Depreciation is calculated using the straight-line method primarily over the following
estimated useful lives of the assets based on industry and Cintas specific experience, in years:
Buildings
Building improvements
Equipment
Leasehold improvements
30 to 40
5 to 20
3 to 10
2 to 15
Investments. Investments consists primarily of the cash surrender value of life insurance policies and equity
method investments. The equity method is used to account for an investment if our investment gives us the
ability to exercise significant influence over the operating and financial policies of the investee. In general, equity
method investments are initially measured at cost. However, an equity method investment resulting from a
transaction in which a controlled group of assets that constitutes a business is deconsolidated is initially measured
at fair value. Cintas recognizes its share of the investee’s earnings or losses in income. Cintas also adjusts its
share of the investee’s earnings for intra-entity transactions, basis differences, investee capital transactions and
other comprehensive income through income or other comprehensive income as appropriate. Equity method
investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the investment might not be recoverable.
Long-lived assets. When events or circumstances indicate that the carrying amount of long-lived assets may
not be recoverable, the estimated undiscounted future cash flows are compared to the carrying amount of
the assets. If the estimated undiscounted future cash flows are less than the carrying amount of the assets, an
impairment loss is recorded based on the excess of the carrying amount of the assets over their respective fair
values. Fair value is generally determined by discounted cash flows, prices of similar assets or third party real
estate valuations, as appropriate. As a result of the identification of certain G&K plants and branches for future
closure, an indicator of potential impairment was identified. Cintas recognized an impairment loss of $23.3
million during the year ended May 31, 2017, based on the excess of the carrying amount of asset over their
CINTAS CORPORATION
41
respective fair values. The undiscounted cash flows used to test recoverability were performed, using Level 2
inputs based on both the cost and market approaches, at the lowest discernible level, which is at the location
level. Cintas did not identify any indicators of impairment for the years ended May 31, 2016 and 2015.
Goodwill. Goodwill, obtained through acquisitions of businesses, is valued at cost less any impairment. Cintas
completes an annual impairment test, which may include an assessment of qualitative factors including, but
not limited to, macroeconomic conditions, industry and market conditions, and entity specific factors such as
strategies and financial performance. The test may also include the determination of the estimated fair value
of Cintas’ reporting units via comparisons to current market values, where available, and discounted cash flow
analyses. Significant assumptions may include growth rates based on historical trends and margin improvement
leveraged from such growth, as well as discount rates. We determine discount rates separately for each reporting
unit using the weighted average cost of capital, which includes a calculation of cost of equity, which is developed
using the capital asset pricing model and comparable company betas (a measure of systemic risk), and cost
of debt. We also use comparable market earnings multiple data and our market capitalization to corroborate
our reporting unit valuations. We test for goodwill impairment at the reporting unit level. As a result of Cintas’
operating segment realignment in fiscal 2016 and the acquisition of G&K in fiscal 2017, the composition of
Cintas’ reporting units for the evaluation of goodwill impairment has changed. Cintas has identified six reporting
units for purposes of evaluating goodwill impairment: Uniform Rental and Facility Services, G&K Services Uniform
Rental and Facility Services, First Aid and Safety Services, and three reporting units within All Other. Given
the proximity of the G&K acquisition date to the consolidated balance sheet date, the Company performed a
high level qualitative analysis for its G&K reporting unit, which considered indicators of impairment to evaluate
whether the fair value was more-likely-than-not in excess of its carrying value. The key indicators considered
include macroeconomic conditions, industry/market considerations, financial performance, cash flow, changes in
management, and composition of net assets. Based on the results of the annual impairment tests, Cintas was not
required to recognize an impairment of goodwill for the fiscal years ended May 31, 2017, 2016 or 2015. Cintas
will continue to perform impairment tests as of March 1 in future years and when indicators of impairment exist.
Service contracts and other assets. Service contracts and other assets, which consist primarily of noncompete
and consulting agreements obtained through acquisitions of businesses, are generally amortized by use of the
straight-line method over the estimated lives of the agreements, which are generally 5 to 10 years. The G&K
service contract asset will be amortized over a period of 15 years which represents the estimated life of the
economic benefit and the asset amortization is based on the annual economic value of the underlying asset which
generally decreases over the 15-year term. Certain noncompete agreements, as well as all service contracts,
require that a valuation be determined using a discounted cash flow model. The assumptions and judgments
used in these models involve estimates of cash flows and discount rates, among other factors. Because of the
assumptions used to value these intangible assets, actual results over time could vary from original estimates.
Impairment of service contracts and other assets is accomplished through specific identification. No impairment
has been recognized by Cintas for the fiscal years ended May 31, 2017, 2016 and 2015.
Business Combinations. Accounting for acquisitions requires us to recognize separately from goodwill the
assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date
is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets
acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets
acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable,
our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period,
which may be up to one year from the acquisition date, we record adjustments to the assets acquired and
liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or
final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent
adjustments are recorded to our consolidated statements of income. See Note 9 entitled Acquisitions and
Divestitures for a discussion of the G&K and ZEE Acquisitions.
Debt Issuance Costs. Debt issuance costs for the revolving credit facility are included in other assets and all
other debt issuance costs reduce the carrying amount of long-term debt.
42
CINTAS CORPORATION
Accrued liabilities. Current accrued liabilities are recorded when it is probable that a liability has occurred and
the amount of the liability can be reasonably estimated. Current accrued liabilities include the following amounts
at May 31:
(In thousands)
General insurance liabilities
Employee benefit related liabilities
Taxes and related liabilities
Accrued interest
Other
2017
2016
$ 153,743
$ 128,759
110,104
8,057
36,638
121,267
75,587
5,765
26,682
106,473
$ 429,809
$ 343,266
General insurance liabilities represent the estimated ultimate cost of all asserted and unasserted claims incurred,
primarily related to workers’ compensation, auto liability and other general liability exposure through the
consolidated balance sheet dates. Our reserves are estimated through actuarial procedures of the insurance
industry and by using industry assumptions, adjusted for specific expectations based on our claims history. Cintas
records an increase or decrease in selling and administrative expenses related to development of prior claims,
higher claims activity and other environmental factors in the period in which it becomes known. These changes in
estimates may be material to the consolidated financial statements. The increase in accrued liabilities from May
31, 2016 to May 31, 2017 is primarily related to the acquisition of G&K.
Long-term accrued liabilities consists primarily of reserves associated with unrecognized tax benefits, which are
described in more detail in Note 8 entitled Income Taxes, and retirement obligations, which are described in
more detail in Note 10 entitled Employee Benefit Plans.
Pension Plans. The Company assumed G&K’s noncontributory, defined benefit pension plan (the Pension Plan)
covering substantially all employees who were employed as of July 1, 2005, except certain employees who are
covered by union-administered plans. Benefits are based on the number of years of service and each employee’s
compensation near retirement. G&K froze the Pension Plan effective December 31, 2006. Future growth in
benefits will not occur after this date. The Company’s funding policy provides for contributions of an amount
between the minimum required and maximum amount that can be deducted for federal income tax purposes.
The funded status is measured as the difference between the fair value of plan assets and the benefit obligation
at May 31, the measurement date. The benefit obligation is the projected benefit obligation (PBO). The PBO
represents the actuarial present value of benefits expected to be paid upon retirement based on estimated
future compensation levels. The measurement of the PBO is based on the Company’s estimates and actuarial
valuations. The fair value of plan assets represents the current market value of assets held by an irrevocable
trust fund for the sole benefit of participants. These valuations reflect the terms of the Pension Plan and use
participant-specific information such as compensation, age and years of service, as well as certain assumptions
that require significant judgment, including estimates of discount rates, expected return on plan assets, rate
of compensation increases, interest crediting rates and mortality rates. We recognize, as of a measurement
date, any unrecognized actuarial net gains or losses that exceed 10% of the larger of the projected benefit
obligations or the plan assets, defined as the “corridor.” Amounts inside the corridor are amortized over the
plan participants’ life expectancy. We determine the expected return on assets using the fair value of plan assets.
Stock-based compensation. Compensation expense is recognized for all share-based payments to employees,
including stock options and restricted stock awards, in the consolidated statements of income based on the fair
value of the awards that are granted. The fair value of stock options is estimated at the date of grant using the
Black-Scholes option-pricing model. Measured compensation cost, net of actual forfeitures, is recognized on a
straight-line basis over the vesting period of the related share-based compensation award.
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. Derivatives are recorded at fair value on the consolidated balance sheet, and gains and losses are
recorded as adjustments to income or other comprehensive income, as appropriate. For derivative financial
instruments that are designated as a hedge, unrealized gains and losses related to the effective portion are either
CINTAS CORPORATION
43
recognized in income immediately to offset the realized gain or loss on the hedged item, or are deferred and
reported as a component of other comprehensive income in stockholders’ equity and subsequently recognized
in net income when the hedged item affects net income. The change in fair value of the ineffective portion of a
derivative financial instrument is recognized in net income immediately.
Income taxes. Deferred tax assets and liabilities are determined by the differences between the consolidated
financial statement carrying amounts and the tax basis of assets and liabilities. See Note 8 entitled Income Taxes
for the types of items that give rise to significant deferred income tax assets and liabilities. Deferred income
taxes are classified as assets or liabilities based on the classification of the related asset or liability for financial
reporting purposes. Cintas regularly reviews deferred tax assets for recoverability based upon projected future
taxable income and the expected timing of the reversals of existing temporary differences. Although realization
is not assured, management believes it is more likely than not that the recorded deferred tax assets, as adjusted
for valuation allowances, will be realized.
Accounting for uncertain tax positions requires the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the consolidated financial statements. Companies may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the consolidated financial statements from such a position should be measured based on
the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
Cintas is periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due.
These reviews include questions regarding the timing and amount of deductions and the allocation of income
among various tax jurisdictions. In evaluating the exposure associated with various filing positions, Cintas records
reserves as deemed appropriate. Based on Cintas’ evaluation of current tax positions, Cintas believes its tax
related accruals are appropriate.
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. U.S.
GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred and
the amount of the liability can be reasonably estimated. 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
consolidated financial position or consolidated results of operations of Cintas.
Fair value measurements. Financial Accounting Standards Board (FASB) Accounting Standard Codification
(ASC) Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for
assets and liabilities, the Company considers the principal or most advantageous market in which the Company
would transact and the market-based risk measurements or assumptions that market participants would use in
pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. It also establishes a three-
level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to
maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs
used to measure fair value are as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar
assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active; or other inputs that are observable or can be corroborated by
observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow
methodologies and similar techniques that use significant unobservable inputs.
44
CINTAS CORPORATION
In instances where the determination of the fair value measurement is based on inputs from different levels of
the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is
based on the lowest level input that is significant to the fair value measurement in its entirety. Cintas’ assessment
of the significance of a particular input to the fair value measurement in its entirety requires judgment and
considers factors specific to the asset or liability. There were no transfers between levels for the years ended May
31, 2017 or 2016. The carrying value of accounts receivable and accounts payable, and other current assets and
liabilities, approximate fair value because of the short-term maturity of those instruments.
In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the
fair value of its assets and liabilities required to be recorded on a recurring basis at fair value. The first approach
is the cost approach. The cost approach is generally the value a market participant would expect to replace the
respective asset or liability. The second approach is the market approach. The market approach looks at what a
market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those
traded on exchanges.
Cintas’ non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring
basis primarily relate to assets and liabilities acquired in a business acquisition unless otherwise noted in Note 2
entitled Fair Value Disclosures. Cintas is required to provide additional disclosures about fair value measurements
as part of the consolidated financial statements for each major category of assets and liabilities measured at
fair value on a non-recurring basis (including business acquisitions). Based on the nature of Cintas’ business
acquisitions, which occur regularly throughout the fiscal year, the majority of the assets acquired and liabilities
assumed consist of working capital, primarily valued using Level 2 inputs, property and equipment, also primarily
valued using Level 2 inputs and goodwill and other identified intangible assets valued using Level 3 inputs. In
general, non-recurring fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets
for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities. Fair
values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements,
appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are
unobservable data points for the asset or liability and include situations where there is little, if any, market activity
for the asset or liability, such as internal estimates of future cash flows and company specific discount rates.
New accounting pronouncements. In April 2014, the FASB issued Accounting Standard Update (ASU) 2014-08,
“Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amended
accounting guidance related to the reporting of discontinued operations and disclosures of disposals of
components of an entity. The amended guidance changes the thresholds for disposals to qualify as discontinued
operations and requires additional disclosures. This guidance is effective for reporting periods beginning after
December 15, 2014 and is required to be applied prospectively. Cintas adopted ASU 2014-08 during the quarter
ended August 31, 2015 and applied the amended accounting guidance to Shred-it and will apply it to future
transactions, as appropriate.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” to clarify
revenue recognition principles. This guidance is intended to improve disclosure requirements and enhance the
comparability of revenue recognition practices. Improved disclosures under the amended guidance relate to
the nature, amount, timing and uncertainty of revenue that is recognized from contracts with customers. This
guidance will be effective for reporting periods beginning after December 15, 2017 and will be required to be
applied retrospectively. Early application of the amendments in this update is not permitted. A cross-functional
implementation team has been established consisting of representatives from all of our operating segments. The
implementation team is working to analyze the impact of the standard on Cintas’ contract portfolio by reviewing
current accounting policies and practices to identify potential differences that would result from applying the
requirements of the new standard to revenue contracts. In addition, we are in the process of identifying and
implementing the appropriate changes to business processes and controls to support recognition and disclosure
under the new standard. Cintas plans to adopt the standard as of the first quarter of fiscal year 2019 using the
modified retrospective approach and will record a cumulative adjustment to equity for open contracts as of
June 1, 2018. Cintas is continuing to evaluate the impact of ASU 2014-09 and an estimate of the impact to the
consolidated financial statements cannot be made at this time.
In April 2015, the FASB issued ASU 2015-17, “Balance Sheet Classifications of Deferred Taxes,” which amended
accounting guidance related to the presentation of deferred tax liabilities and assets. The amended guidance
requires that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. This guidance
CINTAS CORPORATION
45
is effective for reporting periods beginning after December 15, 2016; however, early adoption is permitted. This
guidance can also be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all
periods presented. Cintas adopted ASU 2015-17 during the quarter ended November 30, 2015 and has applied
this amended accounting guidance to its deferred tax liabilities and assets for all periods presented.
In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30), Simplifying the
Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized
debt liability be presented in the consolidated condensed balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. This guidance is effective for annual and interim
periods beginning after December 15, 2015. The guidance is applied retrospectively and early adoption
is permitted. Cintas adopted ASU 2015-03 during the quarter ended August 31, 2016 and has applied this
amended accounting guidance to its long-term debt and other assets for all periods presented. The impact of
this change in accounting principle on balances previously reported as of May 31, 2016 was a reclassification of
$5.6 million from other assets to debt due after one year within long-term liabilities.
In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805), Simplifying the Accounting
for Measurement-Period Adjustments.” This amendment eliminates the requirement to retrospectively account
for adjustments made to provisional amounts recognized in a business combination. This amendment became
effective for Cintas beginning June 1, 2016, and was adopted prospectively in accordance with the standard.
The adoption of this amendment did not have an effect on our consolidated financial statements for the fiscal
year ended May 31, 2017.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the
recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and
lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or
operating leases based on the principle of whether or not the lease is effectively a financed purchase by the
lessee. This classification will determine whether lease expense is recognized based on an effective interest
method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record
a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their
classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for
operating leases today. Topic 842 supersedes the previous leases standard, ASC 840, Leases. This guidance
is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted.
Entities are required to use a modified retrospective approach for leases that exist or are entered into after the
beginning of the earliest comparative period in the financial statements. Cintas is currently evaluating the impact
that ASU 2016-02 will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.”
ASU 2016-09 is intended to simplify accounting for share-based payments. Upon adoption, ASU 2016-09 will
require that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and
reflected within operating cash flows rather than being recorded within equity and reflected within financing cash
flows. The standard also permits the repurchase of more of an employee’s shares for tax withholding purposes
without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld
shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy
election to account for forfeitures as they occur. This update is effective for interim and annual periods beginning
after December 15, 2016; however, early adoption is permitted. Cintas adopted ASU 2016-09 during the quarter
ended August 31, 2016 and elected to make an accounting policy change to recognize forfeitures as they occur.
The adoption impact on the consolidated balance sheet was a cumulative-effect adjustment of $26.7 million,
increasing opening retained earnings and decreasing paid-in capital.
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and
Net Periodic Postretirement Benefit Costs.” ASU 2017-07 continues to require the service component of pension
and other postretirement benefit costs to be presented in the same line item as other employee compensation
costs on the consolidated statement of income and changes the presentation of other components of net benefit
cost so that these items will be presented outside of operating income within the consolidated statements of
income. Cintas plans to adopt ASU 2017-07 in fiscal 2018 and apply it prospectively. Cintas does not expect the
adoption of ASU 2017-07 to have a material impact on its consolidated financial statements.
No other new accounting pronouncement recently issued or newly effective had or is expected to have a material
impact on the consolidated financial statements.
46
CINTAS CORPORATION
2. Fair Value Disclosures
All financial instruments that are measured at fair value on a recurring basis (at least annually) have been
segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine
the fair value at the consolidated balance sheet date. These financial instruments measured at fair value on a
recurring basis are summarized below:
(In thousands)
Cash and cash equivalents
Marketable securities:
Canadian treasury securities
Total assets at fair value
(In thousands)
Cash and cash equivalents
Marketable securities:
Canadian treasury securities
Total assets at fair value
Long-term accrued liabilities:
Interest rate lock agreement
Total liabilities at fair value
As of May 31, 2017
Level 1
Level 2
$ 169,266
$
—
Level 3
$ —
Fair Value
$ 169,266
—
22,219
—
22,219
$ 169,266
$ 22,219
$
—
$ 191,485
As of May 31, 2016
Level 1
Level 2
$ 139,357
$
—
Level 3
$ —
Fair Value
$ 139,357
—
70,405
—
70,405
$ 139,357
$ 70,405
$ —
$ 209,762
$
$
—
—
$ 19,628
$ 19,628
$ —
$ —
$ 19,628
$ 19,628
Cintas’ cash and cash equivalents and marketable securities are generally classified within Level 1 or Level 2 of
the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active
markets, and financial instruments classified as Level 2 are based on quoted market prices, broker or dealer
quotations or alternative pricing sources with reasonable levels of price transparency. The types of financial
instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does
not adjust the quoted market price for such financial instruments.
The types of financial instruments Cintas classifies within Level 2 are primarily high grade domestic commercial
paper and Canadian treasury securities (federal). The valuation technique used for Cintas’ marketable securities
classified within Level 2 of the fair value hierarchy is primarily the market approach. The primary inputs to value
Cintas’ marketable securities are the respective instrument’s future cash flows based on its stated yield and the
amount a market participant would pay for a similar instrument. Primarily all of Cintas’ marketable securities
are actively traded and the recorded fair value reflects current market conditions. However, due to the inherent
volatility in the investment market, there is at least a possibility that recorded investment values may change in
the near term.
The funds invested in Canadian treasury securities are not presently expected to be repatriated, but instead are
expected to be invested indefinitely in foreign subsidiaries. Interest, realized gains and losses and declines in
value determined to be other than temporary on available-for-sale securities are included in interest income or
expense. The cost of the securities sold is based on the specific identification method. The amortized cost basis
of marketable securities as of May 31, 2017 and 2016 was $22.2 million and $70.4 million, respectively. Purchases
of marketable securities were $171.3 million, $488.8 million and $179.2 million for the fiscal years ended May 31,
2017, 2016 and 2015, respectively. All outstanding marketable securities as of May 31, 2017 and 2016 had
contractual maturities due within one year.
CINTAS CORPORATION
47
As of May 31, 2016, long-term accrued liabilities include interest rate lock agreements. The fair value of Cintas’
interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are,
therefore, included within Level 2 of the fair value hierarchy. The interest rate lock agreements outstanding at
May 31, 2016 were settled during fiscal 2017. All other amounts included in long-term liabilities are not recorded
at fair value.
The methods described above may produce a fair value that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or assumptions to determine the
fair value of certain financial instruments could result in a different estimate of fair value at the consolidated
balance sheet dates.
In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and
liabilities at fair value on a nonrecurring basis as required under U.S. GAAP. Cintas’ acquisition of G&K in fiscal
2017 and ZEE in fiscal 2016 were recorded at fair value. See Note 9 entitled Acquisitions and Divestitures for
additional information on the measurement of the G&K and ZEE assets acquired and liabilities assumed.
3. Property and Equipment
(In thousands)
Land
Buildings and improvements
Equipment
Leasehold improvements
Construction in progress
Less: accumulated depreciation
2017
2016
$ 173,166
$ 117,881
624,615
509,193
1,930,018
1,582,793
32,679
79,400
2,839,878
1,516,377
28,412
173,367
2,411,646
1,417,954
$ 1,323,501
$ 993,692
Interest expense is net of capitalized interest of $2.1 million and $1.1 million for the fiscal years ended May 31,
2017 and 2016, respectively.
48
CINTAS CORPORATION
4. Investments
Investments at May 31, 2017 of $164.8 million include the cash surrender value of insurance policies of $144.0
million, equity method investments of $15.8 million and cost method investments of $5.0 million. Investments
at May 31, 2016 of $125.0 million include the cash surrender value of insurance policies of $108.1 million, equity
method investments of $14.5 million and cost method investments of $2.4 million.
During fiscal 2015, Cintas sold stock in an equity method investment. In conjunction with the sale of the equity
method investment, Cintas also received a cash dividend of $5.2 million. Total cash received from the transaction
was $35.2 million. The sale resulted in the recording of a gain, net of tax, of approximately $13.6 million in
the fiscal year ended May 31, 2015. As a result, the Company no longer has the ability to exercise significant
influence over the investee. Therefore, effective July 1, 2014, the remaining investment retained by Cintas is
accounted for under the cost method.
Investments are evaluated for impairment on an annual basis or when indicators of impairment exist. For fiscal
years 2017, 2016 and 2015, no losses due to impairment were recorded.
5. Goodwill, Service Contracts and Other Assets
Changes in the carrying amount of goodwill and service contracts by reportable operating segment and All
Other, are as follows:
Goodwill (in thousands)
Uniform Rental
and Facility
Services
First Aid
and Safety
Services
All Other
Total
Balance as of June 1, 2015
$ 940,423
$ 154,954
$ 84,717
$ 1,180,094
Goodwill acquired
Foreign currency translation
Balance at May 31, 2016
Goodwill acquired
Foreign currency translation
10,020
(713)
86,874
(380)
203
(22)
97,097
(1,115)
$ 949,730
$ 241,448
$ 84,898
$ 1,276,076
1,499,008
(668)
2,265
(601)
6,281
(26)
1,507,554
(1,295)
Balance as of May 31, 2017
$ 2,448,070
$ 243,112
$ 91,153
$ 2,782,335
Assets held for sale at May 31, 2017 and 2016 include $15.5 million of goodwill associated with
Discontinued Services.
Service Contracts (in thousands)
Balance as of June 1, 2015
Service contracts acquired
Service contracts amortization
Foreign currency translation
Balance at May 31, 2016
Service contracts acquired
Service contracts amortization
Foreign currency translation
Uniform Rental
and Facility
Services
First Aid
and Safety
Services
All
Other
Total
$
5,078
$
1,576
$ 28,996
$
35,650
18,912
(4,078)
—
34,052
(3,355)
(21)
2,730
(5,696)
—
55,694
(13,129)
(21)
$
19,912
$ 32,252
$ 26,030
$
78,194
521,708
(11,636)
(61)
1,632
(3,952)
130
5,895
(4,922)
—
529,235
(20,510)
69
Balance as of May 31, 2017
$ 529,923
$ 30,062
$ 27,003
$
586,988
CINTAS CORPORATION
49
Information regarding Cintas’ service contracts and other assets is as follows:
(In thousands)
Service contracts
As of May 31, 2017
Carrying
Amount
Accumulated
Amortization
Net
$ 911,273
$ 324,285
$ 586,988
Noncompete and consulting agreements
$
40,743
$
39,244
$
1,499
Other
Total
(In thousands)
Service contracts
Noncompete and consulting agreements
Other
Total
34,890
4,422
30,468
$
75,633
$
43,666
$
31,967
As of May 31, 2016
Carrying
Amount
Accumulated
Amortization
$ 382,858
$ 304,664
$
40,238
$
38,788
15,275
2,442
$
$
Net
78,194
1,450
12,833
$
55,513
$
41,230
$
14,283
Amortization expense for continuing operations was $22.8 million, $14.2 million and $12.1 million for the
fiscal years ended May 31, 2017, 2016 and 2015, respectively. Estimated amortization expense for continuing
operations, excluding any future acquisitions, for each of the next five years is $60.0 million, $60.1 million,
$59.5 million, $53.7 million and $53.1 million, respectively. The increase in amortization expense in the current
year and for the next five years over past fiscal years is the result of the G&K acquisition.
50
CINTAS CORPORATION
6. Debt and Derivatives
Cintas’ debt is summarized as follows at May 31:
Interest
Rate
Fiscal Year
Issued
Fiscal Year
Maturity
2017
2016
(In thousands)
Debt due within one year
Senior notes
Senior notes
Commercial paper
2.85%
6.13%
2007
2008
2017
2018
1.24% (1)
Various
Various
Current portion of term loan
2.00% (1)
2017
2018
Debt issuance costs
Total debt due within one year
Debt due after one year
Senior notes
Senior notes
Senior notes
Senior notes
Senior notes (2)
Senior notes (3)
Senior notes
Senior notes
6.13%
4.30%
2.90%
3.25%
2.78%
3.11%
3.70%
6.15%
Long-term portion of term loan
2.00% (1)
Debt issuance costs
Total debt due after one year
2008
2012
2017
2013
2013
2015
2017
2007
2017
2018
2022
2022
2023
2023
2025
2027
2037
2022
$
—
$ 250,000
300,000
50,500
12,500
(100)
—
—
—
—
$ 362,900
$ 250,000
$
—
$ 300,000
250,000
650,000
300,000
52,554
52,645
1,000,000
250,000
237,500
(22,075)
250,000
—
250,000
—
—
—
250,000
—
(5,578)
$ 2,770,624
$ 1,044,422
(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at May 31, 2017.
(2) Cintas assumed these senior notes with the acquisition of G&K, and they were recorded at fair value. The interest rate shown above is the
effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.
(3) Cintas assumed these senior notes with the acquisition of G&K, and they were recorded at fair value. The interest rate shown above is the
effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%.
The average interest rate for all Cintas debt at May 31, 2017 was 3.8% with maturity dates through fiscal year
2037. Cintas’ senior notes, excluding the G&K senior notes assumed with the acquisition of G&K, and term loan
are recorded at cost, net of debt issuance costs. The fair value of the long-term debt is estimated using Level 2
inputs based on general market prices. The carrying value and fair value of Cintas’ debt as of May 31, 2017 were
$3,156.0 million and $3,296.8 million, respectively, and as of May 31, 2016 were $1,300.0 million and $1,416.6
million, respectively. On June 1, 2016, Cintas paid the $250.0 million five-year senior notes that matured on that
date with cash on hand and $218.5 million proceeds from the issuance of commercial paper. In June and July
2017, Cintas paid a total of $50.5 million of commercial paper and $150.0 million of the term loan with cash
on hand.
Letters of credit outstanding were $110.9 million and $83.4 million at May 31, 2017 and 2016, respectively.
Maturities of debt during each of the next five years are $363.0 million, $12.5 million, $12.5 million, $12.5 million
and $1,100.0 million, respectively.
Interest paid was $76.6 million, $64.5 million and $65.3 million for the fiscal years ended May 31, 2017, 2016 and
2015, respectively. Interest paid in fiscal 2017 included the payment of $17.1 million in short-term debt financing
fees, which were related to the acquisition of G&K and are not reoccurring.
CINTAS CORPORATION
51
The credit agreement that supports our commercial paper program was amended on September 16, 2016.
The amendment increased the capacity of the revolving credit facility from $450.0 million to $600.0 million
and added a $250.0 million term loan. The $150.0 million increase in the revolving credit facility took effect
upon the consummation of the merger (Merger) contemplated by the merger agreement (Merger Agreement)
among the Company, G&K and Bravo Merger Sub, Inc. (Merger Sub), a wholly-owned subsidiary of Cintas. The
term loan was funded upon the consummation of the Merger. The credit agreement has an accordion feature
that provides Cintas the ability to request increases to the borrowing commitments under either the revolving
credit facility or the term loan facility of up to $250.0 million in the aggregate, subject to customary conditions.
The maturity date of the agreement is September 15, 2021. As of May 31, 2017, there was $50.5 million of
commercial paper outstanding with a weighted average interest rate of 1.24% and maturity dates less than 30
days and no borrowings on our revolving credit facility. The fair value of the commercial paper is estimated using
Level 2 inputs based on general market prices. Given its short-term nature, the carrying value of the outstanding
commercial paper approximates fair value. No commercial paper or borrowings on our revolving credit facility
were outstanding at May 31, 2016.
Cintas uses interest rate locks to manage its overall interest expense as interest rate locks effectively change the
interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable
movements in the benchmark treasury rate related to forecasted debt issuances. Cintas used interest rate lock
agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal
2007, fiscal 2008, fiscal 2011, fiscal 2013 and fiscal 2017. The amortization of the cash flow hedges resulted
in an increase to other comprehensive income of $1.1 million, $2.0 million and $2.0 million in the fiscal years
ended May 31, 2017, 2016 and 2015, respectively. During the third quarter of fiscal 2016, Cintas entered into
an interest rate lock agreement with a notional value of $550.0 million for a forecasted debt issuance. As of
May 31, 2016, the fair value of this treasury lock was a liability of $19.6 million recorded in long-term liabilities
and other comprehensive income, net of tax. The interest rate locks had no impact on net income or cash flows
from continuing operations for fiscal 2016. As of the third quarter of fiscal 2017, Cintas had multiple interest
rate lock agreements in place for forecasted long-term debt issuances. The notional value of the planned debt
issuances was $500.0 million of 5-year senior notes and $1.0 billion of 10-year senior notes. In conjunction
with the issuance of long-term debt in the fourth quarter of fiscal 2017, Cintas settled these interest rate lock
agreements, which resulted in a deferred gain of $30.2 million. The effective portion of the gain was recorded in
other comprehensive income to be amortized as a reduction to interest expense beginning in the fourth quarter
of fiscal 2017 through the remaining life of the debt.
To hedge the exposure of movements in the foreign currency rates, Cintas may use foreign currency hedges.
These hedges reduce the impact on cash flows from movements in the foreign currency exchange rates. Examples
of foreign currency hedge instruments that Cintas may use are average rate options and forward contracts. These
instruments did not impact foreign currency exchange during fiscal 2017, 2016 or 2015. Cintas had no foreign
currency forward contracts as of May 31, 2017 or 2016.
Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain
liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’
assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest,
taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist
between certain debt instruments. If a default of a significant covenant were to occur, the default could result in
an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital.
Cintas was in compliance with all of the debt covenants for all periods presented.
52
CINTAS CORPORATION
7. Leases
Cintas conducts certain operations from leased facilities and leases certain equipment. Most leases contain
renewal options for periods from 1 to 10 years. The lease agreements provide for increases in rent expense if
the options are exercised based on increases in certain price level factors or other prearranged factors. Step rent
provisions, escalation clauses, capital improvements funding and other lease concessions are taken into account
in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over
the minimum lease term. Lease payments are not dependent on an existing index or rate and are not included in
minimum lease payments. It is anticipated that expiring leases will be renewed or replaced.
The minimum rental payments under noncancelable lease arrangements for each of the next five years and
thereafter are $43.8 million, $35.9 million, $28.5 million, $22.3 million, $17.0 million and $28.5 million, respectively.
Rent expense for continuing operations under operating leases during the fiscal years ended May 31, 2017, 2016
and 2015, was $49.6 million, $40.8 million and $34.2 million, respectively.
8. Income Taxes
Income before income taxes for continuing operations consists of the following components:
(In thousands)
U.S. operations
Foreign operations
2017
2016
2015
$ 673,055
$ 685,167
$ 622,502
14,349
20,148
18,054
$ 687,404
$ 705,315
$ 640,556
Income tax expense for continuing operations consists of the following components:
(In thousands)
Current:
Federal
State and local
Deferred
2017
2016
2015
$ 194,130
$ 279,134
$ 199,360
27,197
221,327
8,791
25,428
304,562
(47,852)
24,733
224,093
13,910
$ 230,118
$ 256,710
$ 238,003
Reconciliation of income tax expense for continuing operations using the statutory rate and actual income tax
expense is as follows:
(In thousands)
2017
2016
2015
Income taxes at the U.S. federal statutory rate
$ 240,677
$ 246,881
$ 224,360
State and local income taxes, net of federal benefit
Other (1)
19,210
(29,769)
16,339
(6,510)
16,308
(2,665)
$ 230,118
$ 256,710
$ 238,003
(1) The Other category in fiscal 2017 is primarily associated with $29.4 million excess tax benefit for share based compensation under the
adoption of ASU 2016-09.
CINTAS CORPORATION
53
The components of deferred income taxes included on the consolidated balance sheets are as follows:
(In thousands)
Deferred tax assets:
Allowance for doubtful accounts
Inventory obsolescence
Insurance and contingencies
Stock-based compensation
Net operating loss and foreign related carry-forwards(1)
Treasury locks
Other
Valuation allowance
Deferred tax liabilities:
In service inventory
Property
Intangibles
Treasury locks
State taxes and other
2017
2016
$
7,707
$
7,416
16,096
54,489
73,027
37,814
—
25,891
215,024
(18,088)
196,936
210,766
126,872
290,049
6,435
32,142
666,264
13,702
42,717
45,720
17,883
12,055
8,100
147,593
(17,047)
130,546
172,704
93,784
104,585
—
18,948
390,021
Net deferred tax liability
$ 469,328
$ 259,475
(1) During fiscal 2017, the net operating loss increased primarily due to the G&K acquisition. The net operating loss related to the G&K acquisition
is expected to be utilized by fiscal 2018 and will expire in 2037.
Although realization is not assured, management believes it is more likely than not that the recorded deferred
tax assets, net of valuation allowances, will be realized.
The progression of the valuation allowance is as follows:
(In thousands)
Balance at beginning of year
Additions
Subtractions
Balance at end of year
2017
2016
$ (17,047)
$ (14,690)
(1,667)
626
(3,437)
1,080
$ (18,088)
$ (17,047)
Income taxes paid were $269.6 million, $452.6 million and $236.7 million for the fiscal years ended May 31, 2017,
2016 and 2015, respectively.
Undistributed earnings of foreign subsidiaries were approximately $214.8 million, $117.2 million and $147.1
million as of May 31, 2017, 2016 and 2015, respectively, for which deferred taxes have not been provided.
Such earnings are considered to be permanently reinvested in Cintas’ foreign subsidiaries. If such earnings were
repatriated, additional tax expense may result. The current calculation of such additional taxes is not practicable.
As of May 31, 2017 and 2016, there was $12.6 million and $12.9 million, respectively, in total unrecognized
tax benefits, which, if recognized, would favorably impact Cintas’ effective tax rate. Cintas recognizes interest
accrued related to unrecognized tax benefits and penalties in income tax expense in the consolidated statements
of income, which is consistent with the recognition of these items in prior reporting periods. The total amount
54
CINTAS CORPORATION
accrued for interest and penalties as of May 31, 2017 and 2016, was $0.9 million and $1.1 million, respectively.
Cintas records this tax liability as current and long-term accrued liabilities on the consolidated balance sheets,
as appropriate.
In the normal course of business, Cintas provides for uncertain tax positions and the related interest, and adjusts
its unrecognized tax benefits and accrued interest accordingly. Unrecognized tax benefits did not change in fiscal
2017 and increased in fiscal 2016 and fiscal 2015 by $0.8 million and $1.4 million, respectively. Accrued interest
decreased by $0.2 million in fiscal 2017 and increased by $0.2 million in both fiscal 2016 and 2015.
A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits (exclusive of interest
and penalties) is as follows:
(In thousands)
Balance at June 1, 2014
Additions for tax positions of prior years
Settlements
Statute expirations
Balance at May 31, 2015
Additions for tax positions of prior years
Settlements
Statute expirations
Balance at May 31, 2016
Additions from G&K acquisition (1)
Additions for tax positions of prior years
Settlements (2)
Statute expirations
Balance at May 31, 2017
$
13,062
4,001
(48)
(1,603)
$
15,412
3,259
(48)
(2,092)
$
16,531
2,084
2,520
(1,044)
(2,734)
$
17,357
(1) Increase in unrecognized tax benefit associated with unrecognized benefits assumed in the G&K acquisition.
(2) Decrease in unrecognized tax benefit associated with the settlement of a fiscal 2012 Internal Revenue Service audit.
On September 13, 2013, the U.S. Department of the Treasury and the Internal Revenue Service released final
tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code regarding amounts
paid to improve tangible property and acquire or produce tangible property, as well as proposed regulations
regarding the disposition of property. The effective date of the final regulations was for Cintas’ fiscal year
ended May 31, 2015, and there was not a material impact on the consolidated financial statements for any
period presented.
The majority of Cintas’ operations are in North America. Cintas is required to file federal income tax returns, as
well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At
times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can
require several years to resolve. The final resolution of any such tax audit could result in either a reduction in
Cintas’ accruals or an increase in its income tax provision, either of which could have an impact on the consolidated
results of operation in any given period.
All U.S. federal income tax returns are closed to audit through fiscal 2013. Cintas is currently in various audits
in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits
cover fiscal years back to 2012. Based on the resolution of the various audits and other potential regulatory
developments, it is expected that the balance of unrecognized tax benefits will not change for the fiscal year
ending May 31, 2018.
CINTAS CORPORATION
55
9. Acquisitions and Divestitures
Acquisitions
The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and
liabilities assumed. During fiscal 2017, Cintas acquired three businesses included in the Uniform Rental and
Facility Services reportable operating segment, including the G&K acquisition discussed below, four businesses
included in the First Aid and Safety Services reportable operating segment and eleven businesses included in
All Other. During fiscal 2016, Cintas acquired two business included in the Uniform Rental and Facility Services
reportable operating segment, two businesses included in the First Aid and Safety Services reportable operating
segment, including the ZEE acquisition discussed below, and six businesses included in All Other.
The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired:
(In thousands)
Fair value of tangible assets acquired
Fair value of service contracts acquired
Fair value of other intangibles acquired
Net goodwill recognized
Total fair value of assets acquired
Fair value of liabilities assumed
Total cash paid for acquisitions
G&K Acquisition
2017
2016
$ 550,491
$
26,759
529,235
17,556
1,507,554
2,604,836
502,465
55,694
4,639
97,097
184,189
27,610
$ 2,102,371
$ 156,579
On March 21, 2017, Cintas completed the acquisition of G&K for consideration of approximately $2.1 billion.
Pursuant to the Merger Agreement, each share of common stock of G&K issued and outstanding immediately
prior to the effective time of the G&K acquisition was canceled and converted into the right to receive $97.50 in
cash. The total purchase price was $2,078.4 million, which was funded using a combination of new senior notes, a
term loan, other borrowings under our existing credit facility and cash on hand. The net consideration transferred
for G&K consisted of the following items:
(In thousands)
Cash consideration for common stock
Cash consideration for share-based awards
Cash consideration for G&K revolving debt
Cash consideration for transaction expenses
Total consideration
Cash acquired
Net consideration transferred
$ 1,901,845 (1)
62,257 (2)
124,180 (3)
24,529 (4)
2,112,811
(34,393) (5)
$ 2,078,418
(1) The cash consideration for outstanding shares of G&K common stock is the product of the agreed-upon cash per share price of $97.50 and
total G&K outstanding shares of approximately 19.5 million.
(2) The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $97.50 and the total number of
restricted stock outstanding and the “in the money” stock options net of the weighted average exercise price.
(3) The cash consideration for G&K revolving debt reflects the repayment of the outstanding obligation.
(4) Represents G&K legal and professional fees that were incurred prior to acquisition and were due upon the closing of the transaction.
(5) Represents the G&K cash balance acquired at acquisition.
56
CINTAS CORPORATION
Preliminary Purchase Price Allocation
Cintas accounted for the G&K acquisition using the acquisition method. The preliminary allocation of the purchase
price was determined by management with the assistance of third-party valuation specialists, and is based on
estimates of the fair value of assets acquired and liabilities assumed as of March 21, 2017. Cintas is continuing
to obtain information to determine the fair value of acquired assets and liabilities, including tax assets, liabilities
and other attributes. The components of the preliminary purchase price allocation, at fair value, are as follows:
Assets:
Accounts receivable
Inventories
Uniforms and other rental items in service
Income taxes, current
Prepaid expenses and other current assets
Property and equipment
Goodwill
Service contracts
Trade names
Other assets
Liabilities:
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities
Long term accrued liabilities
G&K Senior notes
Deferred income taxes
Total consideration
March 21,
2017
$
95,846
30,254
93,659
14,626
43,235
254,035
1,493,211
519,000
17,000
15,585
(53,220)
(9,594)
(115,109)
(28,380)
(105,359)
(186,371)
$ 2,078,418
The preliminary fair value of the intangible assets has been estimated using the income approach through
a discounted cash flow analysis (except as noted below with respect to the trade names) with the cash flow
projections discounted using a rate of 9.5%. The cash flows are based on estimates used to price the G&K
acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from
Cintas’ pricing model and the weighted average cost of capital.
The G&K service contract intangible asset will be amortized over a period of 15 years, which represents the
estimated useful life of the economic benefit and the asset amortization is based on the annual economic value
of the underlying asset which generally decreases over the 15-year term. The trade names represent the G&K
corporate trade name and all of the branded variations thereof. Cintas applied the income approach through a
relief from royalty method analysis to determine the preliminary fair value of the trade name assets.
The table below sets forth the preliminary valuation and amortization period of identifiable intangible assets:
Identifiable intangible assets:
Service contracts
Trade names
Total
Preliminary
Valuation
Amortization
Period
$ 519,000
17,000
$ 536,000
15 years
3 years
CINTAS CORPORATION
57
Cintas estimated the preliminary fair value of the acquired property, plant and equipment using a combination
of the cost and market approaches, depending on the type of asset. The preliminary fair value of property, plant
and equipment consisted of real property of $141.8 million and personal property of $112.2 million.
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents
the estimated future economic benefits arising from other assets acquired that could not be individually identified
and separately recognized. None of the goodwill is expected to be deductible for income tax purposes. The
factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic
benefits that are expected to be realized from the G&K acquisition. These benefits include improved service
capabilities, an enhanced footprint in the markets that we serve, attractive synergy opportunities and value
creation. The goodwill is entirely allocated to the Uniform Rental and Facility Services reportable operating
segment.
The following unaudited pro forma information presents the combined financial results for Cintas and G&K as
if the G&K acquisition had been completed at the beginning of Cintas’ prior fiscal year, June 1, 2015. Prior to
the acquisition, G&K used a 52-week or 53-week fiscal year ending on the Saturday nearest June 30. The pro
forma financial information set forth below for the year ended May 31, 2016 includes G&K’s annual results for
the period of June 28, 2015 through July 2, 2016 adjusted for number of working days in Cintas’ fiscal 2016. The
pro forma financial information for the year ended May 31, 2017 includes G&K’s publicly reported results for the
period of July 2, 2016 through December 31, 2016 annualized and adjusted for the number of work days in the
stub period of June 1, 2016 through March 21, 2017 and the actual results from March 22, 2017 through May 31,
2017. Actual net sales and net income of the acquired G&K business included in reported fiscal 2017 results were
$187.7 million and $5.7 million, respectively.
In thousands except per share data
Net sales
Net income
Earnings per common share - diluted
2017
2016
$ 6,107,109
$ 5,762,741
$ 488,482
$ 520,224
$
4.45
$
4.66
The information above does not include the pro forma adjustments that would be required under Regulation S-X
for pro forma financial information, and does not reflect future events that may occur after May 31, 2017 or any
operating efficiencies or inefficiencies that may result from the G&K acquisition and related financing. Therefore,
the information is not necessarily indicative of results that would have been achieved had the businesses been
combined during the periods presented or the results that Cintas will experience going forward.
Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated
financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis
(including business acquisitions). The working capital assets and liabilities, as well as the property and equipment
acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales
agreements, appraisals or established market values of comparable assets (market approach). Goodwill, service
contracts and other intangibles were valued using Level 3 inputs, which are unobservable by nature, and included
internal estimates of future cash flow using a discount rate of 9.5% (income approach). Significant increases
(decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair
value measurement. Management utilizes third-party valuation firms to assist in the determination of purchase
accounting fair values, and specifically those considered Level 3 measurements. Management ultimately oversees
the third-party valuation firms to ensure that the transaction-specific assumptions are appropriate for Cintas.
ZEE Acquisition
On August 1, 2015, the Company acquired all of the shares of ZEE for acquisition-date fair value consideration
of$134.0 million, consisting of cash of $120.6 million and contingent consideration, subject to certain holdback
provisions of $13.4 million. ZEE operates within the First Aid and Safety Services reportable operating segment.
This acquisition has expanded our footprint in van delivered first aid, safety, training and emergency products
and will allow us to serve an even greater number of customers in North America.
58
CINTAS CORPORATION
Purchase Price Allocation
Cintas accounted for the ZEE acquisition using the acquisition method. The final purchase price allocation was
determined by management with the assistance of third-party valuation specialists, and was based on estimates
of the fair value of assets acquired and liabilities assumed as of August 1, 2015. The components of the final
purchase price allocation, at fair value, are as follows:
Assets:
Cash and cash equivalents
Accounts receivable
Inventory
Other current assets
Property, plant and equipment
Goodwill
Service contracts
Other intangibles
Liabilities:
Accounts payable
Accrued liabilities
Deferred income taxes
Total consideration
$
333
16,705
5,987
1,443
849
87,442
34,000
4,500
(7,195)
(4,428)
(5,636)
$ 134,000
The fair value of the intangible assets was estimated using the income approach through a discounted cash flow
analysis with the cash flow projections discounted using a rate of 11%. The cash flows are based on estimates
used to price the ZEE acquisition, and the discount rates applied were benchmarked with reference to the
implied rate of return from Cintas’ pricing model and the weighted average cost of capital. The ZEE service
contract intangible asset will be amortized over a period of 10 years.
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents
the estimated future economic benefits arising from other assets acquired that could not be individually
identified and separately recognized. None of the goodwill is deductible for income tax purposes. The factors
contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits
that are expected to be realized from the ZEE acquisition. These benefits include improved service capabilities,
an enhanced footprint in the markets that we serve, attractive synergy opportunities and value creation. The
goodwill is entirely allocated to the First Aid and Safety reportable operating segment.
Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated
financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis
(including business acquisitions). The working capital assets and liabilities, as well as the property and equipment
acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive
sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill,
service contracts and other intangibles were valued using Level 3 inputs, which are unobservable by nature,
and included internal estimates of future cash flow using a discount rate of 11% (income approach). Significant
increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher)
fair value measurement. Management utilizes third-party valuation firms to assist in the determination of purchase
accounting fair values, and specifically those considered Level 3 measurements. Management ultimately oversees
the third-party valuation firms to ensure that the transaction-specific assumptions are appropriate for Cintas. The
results of operations of ZEE are not material to the consolidated financial statements.
The results of operations for the acquired businesses are included in the consolidated statements of income
from the dates of acquisition. The pro forma revenue, net income and earnings per share information relating to
acquired businesses, excluding G&K, are not presented because they are not significant to Cintas.
CINTAS CORPORATION
59
Divestitures
In fiscal 2014, Cintas completed the Shredding Transaction with Shred-it International, Inc. to combine Cintas’
Shredding with Shred-it International Inc.’s shredding business and created the Shred-it Partnership. In fiscal
2016, Cintas sold Shred-it. In fiscal 2015, Cintas sold Storage. Storage, excluding related real estate owned by
Cintas, was sold in three separate transactions to three separate buyers. In fiscal 2016, Cintas sold the remaining
Storage assets classified as held for sale. Both Shredding and Storage were previously included in the former
Document Management Services operating segment. As a result of the transactions noted above, the results
from Shredding, Shred-it and Storage are reported under discontinued operations for all periods presented and
are excluded from continuing operations and from operating segment results for all periods presented. See Note
16 entitled Discontinued Operations for additional information.
60
CINTAS CORPORATION
10. Employee Benefit Plans
Pension Plans
In conjunction with the acquisition of G&K, Cintas assumed G&K’s noncontributory defined benefit pension plan
(the Pension Plan) that covers substantially all G&K employees who were employed as of July 1, 2005, except
certain employees who were covered by union-administered plans. Benefits are based on the number of years of
service and each employee’s compensation near retirement. We will make annual contributions to the Pension
Plan consistent with federal funding requirements. The Pension Plan was frozen by G&K effective December 31,
2006. Future growth in benefits will not occur beyond this date. Applicable accounting standards require that the
Consolidated Balance Sheet reflect the funded status of the pension plan. The funded status of the Pension Plan
is measured as the difference between the plan assets at fair value and the projected benefit obligation. We do
not expect to make any contributions to the Pension Plan over the next 12 months that exceed the fair value of
plan assets as of May 31, 2017. The net pension liability at May 31, 2017 is included in the Long-Term Accrued
Liabilities on the Consolidated Balance Sheet. Unrecognized differences between actual amounts and estimates
based on actuarial assumptions are included in Accumulated Other Comprehensive Income in our Consolidated
Balance Sheet. The difference between actual amounts and estimates based on actuarial assumptions are
recognized in other comprehensive income in the period in which they occur. The estimated amortization from
accumulated other comprehensive income into net periodic benefit cost during fiscal year 2018 is immaterial.
Obligations and Funded Status at May 31, 2017
Change in benefit obligation:
Projected benefit obligation, beginning of year
Projected benefit obligation acquired in G&K acquisition
Interest cost
Actuarial loss
Benefits paid
Projected benefit obligation, end of year
Change in plan assets:
Fair value of plan assets, beginning of year
Plan assets acquired in G&K acquisition
Actual return on plan assets
Benefits paid
Fair value of plan assets, end of year
Funded status-net amount recognized
$
—
84,553
562
2,750
(478)
$
87,387
$
—
57,747
2,127
(478)
$
59,396
$ (27,991)
The accrued benefit liability of $28.0 million was included in long-term accrued liabilities on the Consolidated
Balance Sheet as of May 31, 2017. The unrecognized net actuarial loss of $1.2 million related to the Pension Plan
was included in accumulated other comprehensive loss on the Consolidated Balance Sheet as of May 31, 2017.
Components of Net Periodic Benefit Cost
Interest cost
Expected return on assets
Amortization of net loss
Net periodic benefit cost
2017 (1)
$
$
562
(590)
—
(28)
(1) Represents the net periodic benefit cost for the period subsequent to the acquisition of G&K on March 21, 2017 through May 31, 2017.
CINTAS CORPORATION
61
Assumptions
The following weighted average assumptions were used to determine benefit obligations for the Pension Plan
at May 31, 2017:
Discount rate
Rate of compensation increase
3.79%
N/A
The following weighted average assumptions were used to determine net periodic benefit cost for the Pension
Plan for the fiscal year ended May 31, 2017:
Discount rate
Expected return on plan assets
Rate of compensation increase
Plan Assets
4.00%
5.40%
N/A
The target asset allocation and actual asset allocation of the Pension Plan at May 31, 2017 are as follows:
International equity
Large cap equity
Small cap equity
Absolute return strategy funds
Fixed income
Long/short equity fund
Total
Target Asset
Allocation
Actual Asset
Allocation
8.0%
26.0%
5.0%
16.0%
45.0%
—%
100%
8.3%
26.3%
5.3%
16.2%
43.6%
0.3%
100%
Our investment committee, assisted by outside consultants, evaluates the objectives and investment policies
concerning our long-term investment goals and asset allocation strategies. Plan assets are invested in various
asset classes that are expected to produce a sufficient level of diversification and investment return over the
long term. To develop the expected long-term rate of return on asset assumptions, we consider the historical
returns and future expectations of returns for each asset class, as well as the target asset allocation, changes
in investments expenses and investment goals of the pension portfolio. This resulted in the selection of 5.40%
expected return on plan assets for fiscal year 2017. The investment goals are (1) to meet or exceed the assumed
actuarial rate of return over the long term within reasonable and prudent levels of risk, and (2) to preserve the
real purchasing power of assets to meet future obligations. The nature and duration of benefit obligations, along
with assumptions concerning asset class returns and return correlations, are considered when determining an
appropriate asset allocation to achieve the investment objectives. Pension plan assets for our qualified pension
plans are held in a trust for the benefit of the plan participants and are invested in a diversified portfolio of
equity investments, fixed income investments and cash. Risk targets are established and monitored against
acceptable ranges. All investment policies and procedures are designed to ensure that the plans’ investments are
in compliance with the Employee Retirement Income Security Act. Guidelines are established defining permitted
investments within each asset class.
The implementation of the investment strategy discussed above is executed through a variety of investment
types, including U.S. government securities, corporate debt and mutual funds. These investments are valued at
the closing price reported on the active market on which the individual securities are traded.
The methods described above may produce a fair value calculation that may not be indicative of net realizable
value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or assumptions to determine the
fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
62
CINTAS CORPORATION
The following table presents the Pension Plan investments as of May 31, 2017 using the fair value hierarchy
discussed in Note 1 entitled Significant Accounting Polices:
(Level 1)
(Level 2)
(Level 3)
Total
Cash equivalents
U.S. government securities
Corporate debt
Mutual funds
U.S. securities
International securities
$
629
$
—
$
1,874
—
28,353
4,929
3,401
20,210
—
—
Total
$
35,785
$
23,611
$
—
—
—
—
—
—
$
629
5,275
20,210
28,353
4,929
$
59,396
We don’t expect to make any contributions to the Pension Plan during the next 12 months.
Future changes in plan asset returns, assumed discount rates and various other factors related to the Pension
Plan will impact future pension expense and liabilities. We cannot predict the impact of these changes in the
future and any changes may have a material impact on our results of operations and financial position.
Estimated Future Benefit Payments
The following Pension Plan benefit payments are expected to be paid:
2018
2019
2020
2021
2022
2023 to 2027
$
2,966
3,110
3,317
3,548
3,686
20,423
Cintas administers a pension plan that was assumed in a previous acquisition and has historically been deemed
immaterial for disclosure purposes. As of May 31, 2017 and 2016, the fair value of this pension plan’s total assets
was $7.1 million and $6.5 million, respectively and the projected benefit obligation was $7.5 million and $7.7
million, respectively. For the years ended May 31, 2017 and 2016, the net periodic benefit cost recorded for this
plan was an expense of $0.1 million and income of $0.1 million, respectively.
Non-Contributory Retirement Plans
Cintas’ Partners’ Plan (the Plan) is a non-contributory profit sharing plan and Employee Stock Ownership Plan
(ESOP) for the benefit of substantially all U.S. Cintas employee-partners who have completed one year of service.
The Plan also includes a 401(k) savings feature covering substantially all U.S. employee-partners. The amounts of
contributions to the Plan and ESOP, as well as the matching contribution to the 401(k), are made at the discretion of
the Board of Directors. Total contributions, including Cintas’ matching contributions, which approximate cost, were
$47.5 million, $43.1 million and $38.4 million for the fiscal years ended May 31, 2017, 2016 and 2015, respectively.
Cintas has a non-contributory deferred profit sharing plan (DPSP), which covers substantially all Canadian
employee-partners. In addition, a registered retirement savings plan (RRSP) is offered to those employees.
The amounts of contributions to the DPSP, as well as the matching contribution to the RRSP, are made at the
discretion of the Board of Directors. Total contributions, which approximate cost, were $1.8 million, $1.6 million
and $1.5 million for the fiscal years ended May 31, 2017, 2016 and 2015, respectively.
Cintas has a supplemental executive retirement plan (SERP) subject to Section 409A of the Internal Revenue
Code for the benefit of certain highly compensated Cintas employee-partners. The SERP allows participants to
defer the receipt of compensation which would otherwise become payable to them. Matching contributions are
made at the discretion of the Board of Directors. Total matching contributions were $6.9 million, $6.6 million and
$6.1 million for the fiscal years ended May 31, 2017, 2016 and 2015, respectively.
CINTAS CORPORATION
63
11. Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share from continuing operations
using the two-class method for amounts attributable to Cintas’ common shares:
(In thousands except per share data)
2017
2016
2015
Basic Earnings per Share from Continuing Operations
Income from continuing operations
$ 457,286
$ 448,605
$ 402,553
Less: income from continuing operations allocated to
participating securities
Income from continuing operations available to
common shareholders
8,168
7,131
3,771
$ 449,118
$ 441,474
$ 398,782
Basic weighted average common shares outstanding
104,964
108,221
115,900
Basic earnings per share from continuing operations
$
4.27
$
4.08
$
3.44
(In thousands except per share data)
2017
2016
2015
Diluted Earnings per Share from Continuing Operations
Income from continuing operations
$ 457,286
$ 448,605
$ 402,553
Less: income from continuing operations allocated to
participating securities
Income from continuing operations available to
common shareholders
Basic weighted average common shares outstanding
Effect of dilutive securities – employee stock options
Diluted weighted average common shares outstanding
8,168
7,131
3,771
$ 449,118
$ 441,474
$ 398,782
104,964
2,819
107,783
108,221
1,735
109,956
115,900
1,643
117,543
Diluted earnings per share from continuing operations
$
4.17
$
4.02
$
3.39
Basic and diluted earnings per share from discontinued operations were calculated using the two-class method.
Basic earnings per share from discontinued operations were $0.22, $2.22 and $0.24 for the fiscal years ended
May 31, 2017, 2016 and 2015, respectively. Diluted earnings per share from discontinued operations were $0.21,
$2.19 and $0.24 for the fiscal years ended May 31, 2017, 2016 and 2015, respectively.
For the fiscal years ended May 31, 2017, 2016 and 2015, options granted to purchase 0.6 million, 0.5 million and
0.6 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings
per share. The exercise prices of these options were greater than the average market price of the common shares
(anti-dilutive).
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CINTAS CORPORATION
On July 30, 2013, Cintas announced that the Board of Directors authorized a $500.0 million share buyback
program. This program was completed in February 2015. On January 13, 2015, we announced that the Board
of Directors authorized a $500.0 million share buyback program. This program was completed in September
2015. On August 4, 2015, we announced that the Board of Directors authorized a $500.0 million share buyback
program. This program was completed in June 2016. On August 6, 2016, we announced that the Board of
Directors authorized a new $500.0 million share buyback program. The following table summarizes the buyback
activity by program and fiscal period:
(In thousands except
per share data)
Buyback Program
Shares
2017
Avg. Price
per Share
Purchase
Price
Shares
2016
Avg. Price
per Share
Purchase
Price
Shares
2015
Avg. Price
per Share
Purchase
Price
July 30, 2013
— $ — $ —
— $ — $
— 3,981 $ 75.49 $300,500
January 13, 2015
— $ — $ — 3,078 $ 85.44 $262,928
2,870 $ 82.60 $237,072
August 4, 2015
August 6, 2016
39 $ 94.09 $ 3,691
5,649 $ 87.85 $496,309
— $ — $
— $ — $ —
— $ — $
—
— $ — $
—
—
39 $ 94.09 $ 3,691
8,727 $ 87.00 $759,237
6,851 $ 78.47 $537,572
There were no share buybacks subsequent to May 31, 2017 through July 31, 2017.
In addition to the buyback program, Cintas acquired shares of Cintas common stock in satisfaction of employee
payroll taxes due on restricted stock awards that vested during the fiscal year. For the fiscal year ended May 31,
2017, Cintas acquired 0.2 million shares at an average price of $101.37 per share for a total purchase price of
$17.0 million. For the fiscal year ended May 31, 2016, Cintas acquired 0.2 million shares at an average price of
$86.07 per share for a total purchase price of $20.9 million.
12. Stock-Based Compensation
On August, 2, 2016, the Board of Directors approved and adopted the Cintas Corporation 2016 Equity and
Incentive Compensation Plan (the 2016 Plan) to replace the Cintas’ 2005 Equity Compensation Plan, as amended
(the 2005 Plan). The 2016 Plan was approved by Cintas shareholders at its Annual Meeting on October 18, 2016,
at which time the 2016 Plan became effective. Under the 2016 Plan, Cintas may grant officers and key employee-
partners equity compensation in the form of stock options, stock appreciation rights, restricted and unrestricted
stock awards, performance awards and other stock unit awards up to an aggregate of 12,500,000 shares of
Cintas’ common stock. Any shares of common stock that remained available under the 2005 Plan became part
of the total available share balance of 12,500,000 shares under the 2016 Plan. At May 31, 2017, 12,444,826
shares of common stock are reserved for future issuance under the 2016 Plan. Total compensation cost for stock-
based awards for continuing operations was $87.5 million, $77.8 million and $43.8 million for the fiscal years
ended May 31, 2017, 2016 and 2015, respectively. The total income tax benefit recognized in the consolidated
income statement for share-based compensation arrangements for continuing operations was $32.5 million,
$28.3 million and $16.3 million for the fiscal years ended May 31, 2017, 2016 and 2015, respectively.
Stock Options
Stock options are granted at the fair market value of the underlying common stock on the date of grant. The
option terms are determined by the Compensation Committee of the Board of Directors, but no stock option
may be exercised later than 10 years after the date of the grant. The option awards generally have 10-year terms
with graded vesting in years 3 through 5 based on continuous service during that period. Cintas recognizes
compensation expense for these options using the straight-line recognition method over the vesting period.
CINTAS CORPORATION
65
The fair value of options was estimated at the date of grant using a Black-Scholes option-pricing model with the
following assumptions:
Risk-free interest rate
Dividend yield
Expected volatility of Cintas’ common stock
Expected life of the option in years
2017
1.2%
1.3%
21.6%
7.5
2016
2.0%
1.4%
23.3%
7.5
2015
2.0%
1.6%
28.0%
7.5
The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life
of the stock options. The determination of expected volatility is based on historical volatility of Cintas’ common
stock over the period commensurate with the expected term of stock options, as well as other relevant factors.
The weighted average expected term was determined based on the historical employee exercise behavior of the
options. The weighted-average fair value of stock options granted during fiscal 2017, 2016 and 2015 was $25.59,
$22.20 and $20.64, respectively.
The information presented in the following table relates primarily to stock options granted and outstanding
under either the 2016 Plan or under previously adopted plans:
Outstanding, June 1, 2014 (1,583,413 shares exercisable)
8,025,794
$ 43.12
Weighted
Average
Exercise
Price
Shares
Granted
Canceled
Exercised
Outstanding, May 31, 2015 (1,426,550 shares exercisable)
Granted
Canceled
Exercised
Outstanding, May 31, 2016 (1,649,236 shares exercisable)
Granted
Canceled
Exercised
Outstanding, May 31, 2017 (1,795,898 shares exercisable)
1,590,185
(486,720)
(1,293,689)
7,835,570
1,739,767
(235,455)
(919,975)
8,419,907
84.59
55.50
38.11
51.59
93.55
60.01
35.07
61.83
1,500,465
123.20
(328,105)
(1,004,217)
83.03
35.95
8,588,050
$ 74.77
The intrinsic value of stock options exercised was $76.5 million, $48.5 million and $44.3 million for the fiscal
years ended May 31, 2017, 2016 and 2015, respectively. The total cash received from employees as a result of
employee stock option exercises for the fiscal years ended May 31, 2017, 2016 and 2015 was $31.9 million, $28.2
million and $40.2 million, respectively.
The fair value of stock options vested was $12.7 million, $11.0 million and $10.9 million for the fiscal years ended
May 31, 2017, 2016 and 2015, respectively.
66
CINTAS CORPORATION
The following table summarizes the information related to stock options outstanding at May 31, 2017:
Range of
Exercise Prices
Number
Outstanding
$ 22.42 – $ 46.91
1,972,643
46.92 – 66.27
2,204,240
66.28 – 89.78
1,604,071
89.79 – 126.54
2,807,096
$ 22.42 – $ 126.54
8,588,050
Outstanding Options
Exercisable Options
Average
Remaining
Option
Life
4.37
6.79
8.12
9.54
7.38
Weighted
Average
Exercise
Price
$ 35.38
58.09
85.51
116.29
$ 74.77
Number
Exercisable
Weighted
Average
Exercise
Price
1,488,169
$ 34.04
278,065
15,324
14,340
51.63
71.17
90.68
1,795,898
$ 37.53
At May 31, 2017, the aggregate intrinsic value of stock options outstanding and exercisable was $419.6 million
and $158.7 million, respectively. The weighted-average remaining contractual term of stock options exercisable
is 4.5 years.
Restricted Stock Awards
Restricted stock awards consist of Cintas’ common stock that is subject to such conditions, restrictions and
limitations as the Compensation Committee of the Board of Directors determines to be appropriate. The
vesting period is generally three years after the grant date. The recipient of restricted stock awards will have all
rights of a shareholder of Cintas, including the right to vote and the right to receive cash dividends during the
vesting period. Cintas recognizes compensation expense for these restricted stock awards using the straight-line
recognition method over the vesting period.
The information presented in the following table relates to restricted stock awards granted and outstanding
under either the 2016 Plan or under previously adopted plans:
Outstanding, unvested grants at June 1, 2014
Granted
Canceled
Vested
Outstanding, unvested grants at May 31, 2015
Granted
Canceled
Vested
Outstanding, unvested grants at May 31, 2016
Granted
Canceled
Vested
Outstanding, unvested grants at May 31, 2017
Weighted
Average
Grant Price
Shares
2,158,778
$ 45.04
627,033
(50,277)
(525,421)
2,210,113
1,069,748
(70,998)
(605,427)
2,603,436
80.73
49.33
34.39
57.60
92.10
65.79
38.76
75.94
681,461
125.29
(114,151)
(428,672)
89.28
48.67
2,742,074
$ 95.09
The remaining unrecognized compensation cost related to unvested stock options and restricted stock at
May 31, 2017 was $204.5 million. The weighted-average period of time over which this cost will be recognized
is 1.8 years.
CINTAS CORPORATION
67
13. Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in the accumulated balances for each component of accumulated
other comprehensive income (loss), net of tax:
(In thousands)
Foreign Currency
Unrealized
(Loss) Gain
on Cash
Flow Hedges
Other
Total
Balance at May 31, 2015
$
2,987
$ (10,626)
$
(832)
$
(8,471)
Other comprehensive loss before
reclassifications
Amounts reclassified from accumulated
other comprehensive income (loss)
Net current period other comprehensive loss
Balance at May 31, 2016
Other comprehensive (loss) income
before reclassifications
Amounts reclassified from accumulated
other comprehensive income (loss)
Net current period other comprehensive
(loss) income
(11,933)
(12,156)
(738)
(24,827)
6,472
(5,461)
(2,474)
1,952
(10,204)
(20,830)
—
(738)
(1,570)
8,424
(16,403)
(24,874)
(10,252)
31,136
(115)
20,769
—
1,076
—
1,076
(10,252)
32,212
(115)
21,845
Balance at May 31, 2017
$ (12,726)
$
11,382
$
(1,685)
$
(3,029)
The following table summarizes the reclassifications out of accumulated other comprehensive income (loss)
during the fiscal years ended May 31:
Reclassifications out of Accumulated Other Comprehensive Income (Loss)
Details about Accumulated
Other Comprehensive
Income (Loss) Components
(in thousands)
Amount Reclassified
from Accumulated Other
Comprehensive Income (Loss)
2017
2016
Affected Line in the
Consolidated
Statements of Income
Amortization of interest rate locks
$
(1,714)
$
(3,130)
Interest expense
Tax benefit
638
1,178
Income taxes
Amortization of interest rate locks,
net of tax
$
(1,076)
$
(1,952)
Net of tax
(in thousands)
2017
2016
Cumulative translation adjustment on Shred-it (1)
$
Tax benefit
Cumulative translation adjustment on
Shred-it, net of tax (1)
$
—
—
—
$ (10,381)
3,909
Income from
discontinued operations
Income from
discontinued operations
$
(6,472)
Net of tax
(1) The cumulative translation adjustment was reclassified out of accumulated other comprehensive income due to the sale of Shred-it in
fiscal 2016.
68
CINTAS CORPORATION
14. Operating Segment Information
U.S. GAAP requires companies to evaluate their reportable operating segments periodically and when certain
events occur. As a result of our evaluation, effective June 1, 2015, Cintas realigned its organizational structure
and updated its reportable operating segments in light of certain changes in its business including the acquisition
of ZEE in the first quarter of fiscal 2016. Cintas’ updated reportable operating segments are Uniform Rental and
Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating
segment, which includes G&K, consists of the rental and servicing of uniforms and other garments including
flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items,
restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs
to our customers on route are included within this reportable operating segment. The First Aid and Safety
Services reportable operating segment consists of first aid and safety products and services. The remainder of
Cintas’ business, which consists of Fire Protection Services and its Uniform Direct Sale business, is included in
All Other.
CINTAS CORPORATION
69
Cintas evaluates the performance of each operating segment based on several factors of which the primary
financial measures are operating segment revenue and income before income taxes. The accounting policies
of the operating segments are the same as those described in Note 1 entitled Significant Accounting Policies.
Information related to the operations of Cintas’ operating segments is set forth below:
(In thousands)
May 31, 2017
Revenue
Gross margin
Uniform Rental
and Facility
Services
First Aid
and Safety
Services
All Other
Corporate (1)
Total
$ 4,202,490
$508,233
$612,658
$ 1,894,716
$230,166
$255,413
$
$
— $ 5,323,381
— $ 2,380,295
Selling and administrative expenses
1,138,345
177,378
211,657
—
1,527,380
G&K Services, Inc. transaction and
integration expenses
Interest expense, net
79,224
—
—
—
86,287
79,224
86,287
Income before income taxes
$ 677,147
$ 52,788
$ 43,756
$ (86,287)
$ 687,404
Depreciation and amortization
$ 156,998
$ 19,962
$ 17,905
Capital expenditures
$ 232,832
$ 26,863
$ 12,645
$
$
1,730
$ 196,595
977
$ 273,317
Total assets
May 31, 2016
Revenue
Gross margin
$ 5,801,680
$444,717
$367,562
$230,098
$ 6,844,057
$ 3,759,524
$461,783
$574,465
$ 1,666,691
$197,010
$237,639
$
$
— $ 4,795,772
— $ 2,101,340
Selling and administrative expenses
994,590
147,503
190,306
—
1,332,399
Interest expense, net
—
—
—
63,626
63,626
Income before income taxes
$ 672,101
$ 49,507
$ 47,333
$ (63,626)
$ 705,315
Depreciation and amortization
$ 130,421
$ 16,021
$ 16,879
Capital expenditures
$ 237,871
$ 22,364
$ 14,840
$
$
1,958
$ 165,279
310
$ 275,385
Total assets
May 31, 2015
Revenue
Gross margin
$ 3,104,822
$421,697
$322,474
$249,822
$ 4,098,815
$ 3,519,199
$326,593
$523,885
$ 1,526,534
$152,339
$214,050
$
$
— $ 4,369,677
— $ 1,892,923
Selling and administrative expenses
922,582
107,226
179,476
—
1,209,284
Gain on sale of stock of an equity
method investment
Interest expense, net
—
—
—
—
—
—
21,739
64,822
21,739
64,822
Income before income taxes
$ 603,952
$ 45,113
$ 34,574
$ (43,083)
$ 640,556
Depreciation and amortization
$ 123,129
$
9,774
$ 16,909
Capital expenditures
$ 184,200
$ 13,589
$ 18,528
$
$
2,783
$ 152,595
1,403
$ 217,720
Total assets
$ 2,831,978
$254,707
$299,885
$799,104
$ 4,185,674
(1) Corporate assets include cash and marketable securities in all periods presented. Corporate assets as of May 31, 2017 and 2016 also include
the assets of Discontinued Services. Corporate assets as of May 31, 2015 also include assets of Discontinued Services, Shred-it and real
estate assets of Storage that were not included in the sale transactions. Corporate depreciation and amortization includes depreciation and
amortization of Discontinued Services.
70
CINTAS CORPORATION
15. Quarterly Financial Data (Unaudited)
The following is a summary of the results of operation for each of the quarters within the fiscal years ended
May 31, 2017 and 2016:
May 31, 2017 (in thousands)
Revenue
Gross margin
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 1,266,650
$ 1,271,077
$ 1,255,367
$ 1,530,287
$ 576,427
$ 565,218
$ 559,924
$ 678,726
Net income, continuing operations
$ 136,208
$ 121,950
$ 116,954
Basic earnings per share,
continuing operations
Diluted earnings per share,
continuing operations
Weighted average number of
shares outstanding
May 31, 2016 (in thousands) (1)
Revenue
Gross margin
$
$
1.27
1.24
$
$
1.15
1.12
$
$
1.09
1.06
$
$
$
82,174
0.76
0.75
104,483
104,957
105,093
105,325
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 1,170,564
$ 1,191,121
$ 1,190,539
$ 1,243,548
$ 516,895
$ 520,221
$ 517,853
$ 546,371
Net income, continuing operations
$ 104,325
$ 113,447
$ 115,122
$ 115,711
Basic earnings per share,
continuing operations
Diluted earnings per share,
continuing operations
Weighted average number of
shares outstanding
$
$
0.93
0.92
$
$
1.03
1.01
$
$
1.05
1.03
$
$
1.07
1.06
110,597
108,301
107,843
106,136
(1) The figures for fiscal 2016 reflect the change in classification of Discontinued Services as discontinued operations within the Consolidated
Statements of Income. See Note 16 entitled Discontinued Operations for additional information.
CINTAS CORPORATION
71
16. Discontinued Operations
At May 31, 2017, Cintas has classified a significant business, referred to as Discontinued Services, as held for sale.
Prior to meeting the held for sale criteria, Discontinued Services was primarily included in All Other. Additionally,
the results of Shred-it and Shredding are classified as discontinued operations for all periods presented as a result
of entering into a definitive agreement during fiscal 2016 to sell the investment. During fiscal 2015, Cintas sold
Storage and, as a result, its operations are also classified as discontinued operations for all periods presented.
Shredding and Storage were previously included in the former Document Management Services reportable
operating segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets,
the results of Discontinued Services, Shredding and Storage have been excluded from both continuing operations
and operating segment results for all periods presented.
At May 31, 2015, the carrying value of Shred-it was $210.1 million. In the fourth quarter of fiscal 2015, the Company
received a dividend from Shred-it of $113.4 million, which reduced the carrying value of the investment. As of
May 31, 2015, Cintas’ carrying value of Shred-it exceeded its share of the underlying equity in the net assets of
the Shred-it Partnership by approximately $94.0 million (basis difference). The remaining basis difference was
to be amortized over the weighted average estimated useful lives of the underlying assets which generated the
basis difference (approximately 9 years) and recorded as a reduction in the income (loss) on Shred-it, net of tax.
Cintas recorded its share of the partnership’s income on a one-month lag. For the fiscal year ended May 31,
2015, Cintas recorded a net loss on Shred-it of $5.5 million, which included amortization of basis differences of
approximately $11.0 million. In conjunction with the Shred-it partnership agreement, Cintas agreed to provide
certain transition services such as information technology and accounting in support of Shred-it. The agreement
expired in September 2015.
Cintas provides the following unaudited summary information regarding the Shred-it Partnership’s results of
operations for the twelve months ended April 30, 2015:
Summary Income Statement Information
(in thousands)
Net sales
Gross profit
Net income
For the
12 Months Ended
April 30, 2015
$ 695,628
$ 432,532
$
10,385
In fiscal 2015, Cintas received additional proceeds related to the Shred-it Transaction. The Company realized
a $4.1 million gain, net of tax, as a result of the additional consideration received. During fiscal 2015, we also
recorded a loss related to the Shred-it Transaction due to the settlement of an outstanding Shredding-related
legal claim. The expense, net of tax, was $1.0 million.
In fiscal 2016, we completed the transaction to sell Shred-it. Cintas’ share of the proceeds from the sale were
$578.3 million. During the fourth quarter of fiscal 2016, Cintas received additional proceeds and consideration
related to the sale of Shred-it. The Company realized a pre-tax gain of $4.3 million as a result of the additional
consideration received. During the fiscal year ended May 31, 2016, Cintas recorded a net loss on Shred-it of
$24.3 million, which included amortization of basis differences of approximately $4.8 million. After the sale of
Shred-it, the basis differences no longer exist and Cintas no longer records income or loss from Shred-it.
In fiscal 2017, we received additional proceeds related to the sale of Shred-it. Cintas realized a pre-tax gain
of $25.5 million as a result of the additional consideration received. Cintas still has the opportunity to receive
additional consideration, subject to certain holdback provisions. Because of the uncertainty surrounding the
holdback provisions, this opportunity represents a gain contingency that has not been recorded as of May 31, 2017.
In fiscal 2015, Cintas sold Storage, excluding certain real estate owned by Cintas, in three separate transactions
to three separate buyers. Certain real estate assets and related liabilities were not included in the Storage
transactions in 2015 and were classified as held for sale as of May 31, 2015. This real estate was leased by a
buyer of part of Storage. These lease payments did not represent a material direct cash flow of the disposed
Storage business, and therefore, do not impact the classification of the Storage business as a discontinued
operation. For the fiscal year ended May 31, 2015, cash proceeds received at the closing of each transaction or
72
CINTAS CORPORATION
upon the settlement of contingencies totaled $158.4 million, net of cash contributed. Each transaction involved
contingent consideration, and the Company had opportunities to receive additional proceeds if specified future
events occurred. Because of the uncertainty surrounding the future events, these amounts represented gain
contingencies and were not recorded until realized. During fiscal 2016, Cintas received additional proceeds on
the sale of Storage related to the contingent consideration and realized a pre-tax gain of $10.9 million. During
fiscal 2016, Cintas also sold the remaining Storage assets classified as held for sale. Cintas received proceeds
of $24.4 million from the sale of these assets and realized a pretax gain of $4.8 million. In fiscal 2017, Cintas
received additional proceeds related to the sale of Storage and recorded a pre-tax gain of $2.4 million.
Following is selected financial information included in net income from discontinued operations for the
Discontinued Services, Shredding and Storage businesses:
(In thousands)
Revenue
Income before income taxes, excluding gains (losses) from sale
transactions and investments
Gain on Storage transactions
Gain (loss) on Shred-it
Income tax expense
2017
2016(1)
2015(1)
$ 105,559
$ 109,686
$ 138,584
10,622
2,400
25,457
(15,057)
13,242
15,786
354,071
(138,184)
9,253
38,573
(3,851)
(15,910)
Net income from discontinued operations
$
23,422
$ 244,915
$
28,065
(1) Results for the fiscal years ended May 31, 2016 and 2015 related to Discontinued Services were previously presented in continuing operations
and were reclassified to discontinued operations as previously discussed.
CINTAS CORPORATION
73
17. G&K Services, Inc. Transaction and Integration Expenses
As a result of the acquisition of G&K in fiscal 2017, the Company incurred $79.2 million in transaction and
integration expenses. These expenses consisted of asset impairment charges of $23.3 million and other
transaction and integration expenses of $55.9 million. These asset impairment charges and other transaction
and integration expenses are included in a single line in the Consolidated Statements of Income and are reported
by operating segment in Note 14 entitled Operating Segment Information. Our accounting policy for long-lived
assets is described in Note 1 entitled Significant Accounting Policies. The asset impairment charges of $23.3
million relate to the write-down of machinery and equipment and other fixed assets to their fair value in G&K
plants and branches that were identified by the Company on April 30, 2017 for future closure. The Company has
determined that these assets cannot be used for other purposes, and the undiscounted projected future cash
flows associated with these assets are less than their carrying value at April 30, 2017. The fair value utilized for
purposes of the asset impairment analysis was determined by using Level 2 inputs based on both the cost and
market approaches.
The other transaction and integration expenses consisted of the following: $17.4 million of legal and professional
fees directly related to the acquisition, $31.0 million of employee termination expenses recognized under ASC
Topic 712, “Compensation - Nonretirement Postemployment Benefits,” $5.5 million write-off of excess inventory
and $2.0 million of other miscellaneous integration expenses. The amount of employee termination benefits paid
in fiscal 2017 was $6.7 million, resulting in a related liability balance as of May 31, 2017 of $24.3 million.
74
CINTAS CORPORATION
18. Supplemental Guarantor Information
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly-owned principal operating subsidiary of Cintas. Corp. 2
is the issuer of the $3,156.0 million aggregate principal amount of outstanding debt, which is unconditionally
guaranteed, jointly and severally, by Cintas Corporation and its wholly-owned, direct and indirect domestic
subsidiaries.
As allowed by SEC rules, the following condensed consolidating financial statements are provided as an
alternative to filing separate financial statements of the guarantors. Each of the subsidiaries presented in the
following condensed consolidating financial statements has been fully consolidated in Cintas’ consolidated
financial statements. The following condensed consolidating financial statements should be read in conjunction
with the consolidated financial statements of Cintas and notes thereto of which this note is an integral part.
During fiscal 2017, the Company merged a legal entity previously included in subsidiary guarantors into Corp. 2.
This restructuring has been reflected as of the beginning of the earliest period presented herein. Additionally, in
conjunction with the G&K acquisition, the acquired U.S. legal entities are included in Corp. 2 and the acquired
Canadian legal entities are included with the Non-guarantors.
Condensed consolidating financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors
are presented on the following pages:
Condensed Consolidating Income Statement
Year Ended May 31, 2017 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Revenue:
Uniform rental and facility
services
Other
Equity in net income of
affiliates
Costs and expenses (income):
Cost of uniform rental and
facility services
Cost of other
Selling and administrative
expenses
G&K Services, Inc.
transaction and
integration expenses
$
— $ 3,511,483 $ 604,679 $ 257,288 $ (170,960) $ 4,202,490
— 1,604,877
1,810
73,006
(558,802)
1,120,891
457,286
—
—
—
(457,286)
—
457,286
5,116,360
606,489
330,294
(1,187,048)
5,323,381
— 2,021,365
378,404
164,969
(256,964)
2,307,774
— 1,070,780
(41,509)
56,210
(450,169)
635,312
— 1,686,209
(220,887)
87,672
(25,614)
1,527,380
—
51,868
19,060
8,296
—
79,224
Operating income
457,286
286,138
471,421
13,147
(454,301)
773,691
Interest income
Interest expense (income)
—
—
(26)
89,706
(191)
(2,978)
(22)
(204)
2
—
Income before income taxes
457,286
196,458
474,590
13,373
(454,303)
Income taxes
—
65,829
159,025
5,365
(101)
(237)
86,524
687,404
230,118
Income from continuing
operations
Income from discontinued
operations, net of tax
457,286
130,629
315,565
8,008
(454,202)
457,286
23,422
22,287
—
1,135
(23,422)
23,422
Net income
$ 480,708 $ 152,916 $ 315,565 $
9,143 $ (477,624) $ 480,708
CINTAS CORPORATION
75
Condensed Consolidating Income Statement
Year Ended May 31, 2016 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Revenue:
Uniform rental and
facility services
Other
Equity in net income of
affiliates
Costs and expenses (income):
Cost of uniform rental and
facility services
Cost of other
Selling and administrative
expenses
$
— $ 3,147,844 $ 553,414 $ 213,526 $ (155,260) $ 3,759,524
— 1,484,556
8,540
66,270
(523,118)
1,036,248
448,605
—
—
—
(448,605)
—
448,605
4,632,400
561,954
279,796
(1,126,983)
4,795,772
— 1,835,835
350,500
142,601
(236,103)
2,092,833
— 1,001,576
(40,741)
48,539
(407,775)
601,599
— 1,497,106
(206,889)
69,257
(27,075)
1,332,399
Operating income
448,605
297,883
459,084
19,399
(456,030)
768,941
Interest income
Interest expense (income)
—
—
—
65,534
(666)
(1,027)
(232)
15
2
—
Income before income taxes
448,605
232,349
460,777
19,616
(456,032)
Income taxes
—
82,783
164,169
9,874
(116)
(896)
64,522
705,315
256,710
Income from continuing
operations
Income (loss) from discontinued
448,605
149,566
296,608
9,742
(455,916)
448,605
operations, net of tax
244,915
250,625
—
(5,837)
(244,788)
244,915
Net income
$ 693,520 $ 400,191 $ 296,608 $
3,905 $ (700,704) $ 693,520
76
CINTAS CORPORATION
Condensed Consolidating Income Statement
Year Ended May 31, 2015 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Revenue:
Uniform rental and
facility services
Other
Equity in net income of
affiliates
Costs and expenses (income):
Cost of uniform rental and
facility services
Cost of other
Selling and administrative
expenses
$
— $ 2,919,526 $ 507,481 $ 229,391 $ (137,199) $ 3,519,199
— 1,303,204
(8,173)
57,349
(501,902)
850,478
402,553
—
—
—
(402,553)
—
402,553
4,222,730
499,308
286,740
(1,041,654)
4,369,677
— 1,781,651
271,512
154,601
(215,099)
1,992,665
—
830,459
11,028
37,628
(395,026)
484,089
— 1,343,361
(182,290)
74,523
(26,310)
1,209,284
Operating income
402,553
267,259
399,058
19,988
(405,219)
683,639
Gain on sale of stock of an
equity method investment
Interest income
Interest expense (income)
—
—
—
—
(12)
66,298
21,739
(250)
(1,134)
—
(79)
(3)
—
2
—
Income before income taxes
402,553
200,973
422,181
20,070
(405,221)
74,307
156,097
7,665
(66)
21,739
(339)
65,161
640,556
238,003
Income taxes
Income from continuing
operations
Income from discontinued
operations, net of tax
402,553
126,666
266,084
12,405
(405,155)
402,553
28,065
23,271
—
4,596
(27,867)
28,065
Net income
$ 430,618 $ 149,937 $ 266,084 $ 17,001 $ (433,022) $ 430,618
CINTAS CORPORATION
77
Condensed Consolidating Statement of Comprehensive Income
Year Ended May 31, 2017 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Net income
$ 480,708 $ 152,916 $ 315,565 $
9,143 $ (477,624) $ 480,708
Other comprehensive (loss) income,
net of tax:
Foreign currency translation
adjustments
Change in fair value of cash
flow hedges
Amortization of interest rate
lock agreements
Other
(10,252)
—
31,136
31,136
1,076
(115)
1,076
—
Other comprehensive income (loss)
21,845
32,212
—
—
—
(115)
(115)
(10,252)
10,252
(10,252)
—
—
—
(31,136)
31,136
(1,076)
115
1,076
(115)
(10,252)
(21,845)
21,845
Comprehensive income (loss)
$ 502,553 $ 185,128 $ 315,450 $
(1,109) $ (499,469) $ 502,553
Condensed Consolidating Statement of Comprehensive Income
Year Ended May 31, 2016 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Net income
$ 693,520 $ 400,191 $ 296,608 $
3,905 $ (700,704) $ 693,520
Other comprehensive (loss) income,
net of tax:
Foreign currency translation
adjustments
Cumulative translation
adjustment on Shred-it
Change in fair value of cash
flow hedges
Amortization of interest rate
lock agreements
Other
Other comprehensive loss
—
—
5,875
— (12,156)
—
—
—
1,952
—
(4,329)
—
— (11,933)
— (11,933)
—
—
—
(730)
(730)
597
—
6,472
—
—
(8)
— (12,156)
—
—
1,952
(738)
(11,344)
— (16,403)
Comprehensive income (loss)
$ 693,520 $ 395,862 $ 295,878 $
(7,439) $ (700,704) $ 677,117
78
CINTAS CORPORATION
Condensed Consolidating Statement of Comprehensive Income
Year Ended May 31, 2015 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Net income
$ 430,618 $ 149,937 $ 266,084 $ 17,001 $ (433,022) $ 430,618
Other comprehensive (loss) income,
net of tax:
Foreign currency translation
adjustments
Change in fair value of cash
flow hedges
Amortization of interest rate
lock agreements
Other
Other comprehensive income (loss)
—
—
—
—
—
—
—
1,952
—
1,952
—
—
—
(361)
(361)
(38,538)
37
—
11
(38,490)
—
—
—
—
—
(38,538)
37
1,952
(350)
(36,899)
Comprehensive income (loss)
$ 430,618 $ 151,889 $ 265,723 $ (21,489) $ (433,022) $ 393,719
CINTAS CORPORATION
79
Condensed Consolidating Balance Sheet
As of May 31, 2017 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Assets
Current assets:
Cash and cash equivalents $
— $
48,658 $
17,302 $ 103,306 $
— $ 169,266
Marketable securities
Accounts receivable, net
Inventories, net
Uniforms and other rental
items in service
Income taxes, current
Prepaid expenses and
other current assets
Assets held for sale
—
—
—
—
—
—
—
—
—
543,769
137,881
243,677
21,466
531,295
16,173
13,234
23,095
78,012
25,138
16,188
15,518
22,219
54,358
14,461
45,388
3,009
710
—
—
—
22,219
736,008
(1,386)
278,218
(18,993)
635,702
—
—
—
44,320
30,132
38,613
Total current assets
— 1,419,901
311,505
243,451
(20,379) 1,954,478
Property and equipment,
at cost, net
Investments (1)
Goodwill
Service contracts, net
Other assets, net
Liabilities and
Shareholders’ Equity
Current liabilities:
—
851,018
364,724
107,759
— 1,323,501
321,083
3,605,457
929,657
1,711,070
(6,402,479)
164,788
—
—
— 2,742,898
505,698
—
39,549
81,290
(112) 2,782,335
—
586,988
1,516,463
14,705
3,489,653
11,983
(5,000,837)
31,967
$ 1,837,546 $ 6,396,779 $ 7,838,437 $ 2,195,102 $(11,423,807) $ 6,844,057
Accounts payable
$ (465,247) $ (1,596,731) $ 2,292,388 $
(91,467) $
38,108 $ 177,051
Accrued compensation and
related liabilities
Accrued liabilities
Liabilities held for sale
Debt due within one year
—
—
—
—
94,505
42,866
191,819
219,303
12,264
18,687
11,457
362,900
—
—
—
—
—
—
—
—
149,635
429,809
11,457
362,900
Total current liabilities
(465,247)
(936,050) 2,554,557
(60,516)
38,108
1,130,852
Long-term liabilities:
Debt due after one year
— 2,770,234
—
Deferred income taxes
Accrued liabilities
—
—
—
28,384
436,613
140,923
Total long-term liabilities
— 2,798,618
577,536
390
32,715
1,153
34,258
— 2,770,624
—
—
469,328
170,460
— 3,410,412
Total shareholders’ equity
2,302,793
4,534,211
4,706,344
2,221,360 (11,461,915) 2,302,793
$ 1,837,546 $ 6,396,779 $ 7,838,437 $ 2,195,102 $(11,423,807) $ 6,844,057
(1) Investments include inter company investment activity. Corp 2 and Subsidiary Guarantors hold $29.0 million and $135.8 million, respectively,
of the $164.8 million consolidated net investments.
80
CINTAS CORPORATION
Condensed Consolidating Balance Sheet
As of May 31, 2016 (in thousands)
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors
Eliminations
Cintas
Corporation
Consolidated
Assets
Current assets:
Cash and cash
equivalents
$
— $
57,894 $
55,391 $
26,072 $
— $ 139,357
Marketable securities
Accounts receivable, net
Inventories, net
Uniforms and other rental
items in service
Income taxes, current
Prepaid expenses and
other current assets
Assets held for sale
—
—
—
—
—
—
—
—
413,645
222,822
448,395
(151 )
6,708
19,021
—
97,516
19,150
73,001
1,215
18,278
—
70,405
35,327
11,235
—
—
70,405
546,488
(3,845)
249,362
36,612
(19,722)
538,286
648
962
—
—
—
—
1,712
25,948
19,021
Total current assets
— 1,168,334
264,551
181,261
(23,567) 1,590,579
Property and equipment,
at cost, net
Investments (1)
Goodwill
Service contracts, net
—
614,111
305,636
73,945
—
993,692
321,083
1,770,303
901,772
941,396
(3,809,602)
124,952
—
—
75,941
13
— 1,241,145
35,043
(112) 1,276,076
2,240
9,110
—
(4,414,772)
78,194
14,283
Other assets, net
1,081,203
— 3,338,742
Long-term assets held
for sale
Liabilities and
Shareholders’ Equity
Current liabilities:
—
5,521
15,518
—
—
21,039
$ 1,402,286 $ 3,634,210 $ 6,067,377 $ 1,242,995 $ (8,248,053) $ 4,098,815
Accounts payable
$ (465,247 ) $ (1,775,092 ) $ 2,296,493 $
16,781 $
38,005 $ 110,940
Accrued compensation
and related liabilities
Accrued liabilities
Liabilities held for sale
Debt due within one year
—
—
—
—
72,959
78,471
9,958
250,000
23,052
251,217
5,380
13,578
—
—
—
—
—
—
—
—
101,391
343,266
9,958
250,000
Total current liabilities
(465,247 )
(1,363,704 ) 2,570,762
35,739
38,005
815,555
Long-term liabilities:
Debt due after one year
— 1,044,032
—
Deferred income taxes
Accrued liabilities
—
—
(427 )
252,149
19,628
116,091
Total long-term liabilities
— 1,063,233
368,240
390
7,753
985
9,128
— 1,044,422
—
—
259,475
136,704
— 1,440,601
Total shareholders’ equity
1,867,533
3,934,681
3,128,375
1,198,128
(8,286,058) 1,842,659
$ 1,402,286 $ 3,634,210 $ 6,067,377 $ 1,242,995 $ (8,248,053) $ 4,098,815
(1) Investments include inter company investment activity. Corp 2 and Subsidiary Guarantors hold $15.5 million and $109.5 million, respectively,
of the $125.0 million consolidated net investments.
CINTAS CORPORATION
81
Condensed Consolidating Statement of Cash Flows
Year Ended May 31, 2017 (in thousands)
Cash flows from operating activities:
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors Eliminations
Cintas
Corporation
Consolidated
Net income
$ 480,708 $ 152,916 $ 315,565 $
9,143 $ (477,624) $
480,708
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation
Amortization of intangible assets
Stock-based compensation
Gain on Storage
Gain on Shred-it
Asset impairment charge
G&K Services, Inc. transaction and
integration costs
Short-term debt financing fees included in
net income
Settlement of cash flow hedges
Deferred income taxes
Changes in current assets and liabilities, net of
acquisitions of businesses:
Accounts receivable, net
Inventories, net
Uniforms and other rental items in service
Prepaid expenses and other current assets
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities and other
Income taxes, current
—
—
88,868
—
—
—
—
—
—
—
—
—
—
—
117,578
21,496
—
(1,460)
(23,516)
20,966
26,453
17,062
30,194
43,660
1,178
10,327
2,356
—
—
—
—
—
—
—
—
—
(1,941)
2,365
4,992
—
—
(26,289)
26,058
4,133
(50,012)
(40,380)
7,787
(4,951)
21,119
(2,317)
(5,011)
2,775
(3,165)
(3,679)
1,959
307
— 1,765,713 (1,509,215)
(242,875)
—
—
—
(7,498)
2,813
19,815
(5,675)
1,337
2,361
(5,205)
(22,445)
(1,774)
—
—
—
—
—
—
—
—
—
—
171,565
25,030
88,868
(1,460)
(25,457)
23,331
31,445
17,062
30,194
3,902
—
(93,557)
(2,459)
(729)
—
103
—
—
—
(668)
(8,732)
24,201
13,726
13,654
(501)
(29,424)
Net cash provided by (used in) operating activities
569,576
2,065,166 (1,175,992)
(214,154)
(480,709)
763,887
Cash flows from investing activities:
Capital expenditures
Proceeds from redemption of marketable
securities
Purchase of marketable securities and
investments
Proceeds from sale of Storage
Proceeds from sale of Shred-it
— (153,963)
(102,682)
(16,672)
—
—
—
—
—
—
218,324
18,150
(797,559)
598,344
2,400
23,935
—
—
—
—
1,941
9,644
—
—
—
—
—
(273,317)
218,324
(181,065)
2,400
25,876
— (2,102,371)
Acquisitions of businesses, net of cash acquired
— (2,112,015)
Other, net
(438,344)
(1,562,294) 2,039,740
(520,007)
480,709
(196)
Net cash (used in) provided by investing activities
(438,344)
(3,783,787) 1,139,499
291,574
480,709
(2,310,349)
Cash flows from financing activities:
Proceeds from issuance of commercial
paper, net
Proceeds from issuance of debt, net
Repayment of debt
Payment of short-term debt financing fees
Proceeds from exercise of stock-based
compensation awards
Dividends paid
Repurchase of common stock
Other, net
—
50,500
—
— 1,932,229
(2,000)
—
2,000
— (250,000)
—
(17,062)
31,870
(142,378)
(20,724)
—
—
—
—
—
—
—
—
—
(6,282)
404
—
—
—
(55)
—
—
Net cash (used in) provided by financing activities
(131,232) 1,709,385
(1,596)
1,945
Effect of exchange rate changes on cash and
cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
—
—
—
—
—
(9,236)
(38,089)
57,894
55,391
(2,131)
77,234
26,072
—
—
—
—
—
—
—
—
—
—
—
—
50,500
1,932,229
(250,000)
(17,062)
31,870
(142,433)
(20,724)
(5,878)
1,578,502
(2,131)
29,909
139,357
Cash and cash equivalents at end of year
$
— $
48,658 $
17,302 $ 103,306 $
— $
169,266
82
CINTAS CORPORATION
Condensed Consolidating Statement of Cash Flows
Year Ended May 31, 2016 (in thousands)
Cash flows from operating activities:
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors Eliminations
Cintas
Corporation
Consolidated
Net income
$ 693,520 $ 400,191 $
296,608 $
3,905 $ (700,704) $
693,520
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation
Amortization of intangible assets
Stock-based compensation
Gain on Storage transactions
Gain (loss) on Shred-it
Deferred income taxes
Changes in current assets and liabilities, net of
acquisitions of businesses:
Accounts receivable, net
Inventories, net
Uniforms and other rental items in service
Prepaid expenses and other current assets
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities and other
Income taxes, current
—
—
79,293
102,443
14,830
—
—
(12,547)
— (366,460)
37,883
304
—
—
—
—
(83,648)
22,025
—
—
—
—
(30,381)
(23,917)
(3,193)
(167)
(20,196)
2,011
(2,032)
(914)
9,365
454
—
(3,239)
12,389
2,321
(2,185)
(2,454)
(1,840)
116
— (487,582)
491,918
(4,884)
—
—
—
9,838
(3,790)
895
3,103
25,625
(1,118)
571
155
(577)
—
—
—
—
—
—
—
6,443
759
—
(16)
—
724
—
149,691
15,588
79,293
(15,786)
(354,071)
(59,302)
(52,762)
(17,917)
(6,306)
(965)
(564)
13,512
22,714
(800)
Net cash provided by (used in) operating activities
772,813
(483,488)
855,217
14,097
(692,794)
465,845
Cash flows from investing activities:
Capital expenditures
Proceeds from redemption of
marketable securities
Purchase of marketable securities and
investments
Proceeds from Storage transactions
Proceeds from sale of Shred-it
Acquisitions of businesses, net of
cash acquired
Other, net
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from the issuance of debt
Repayment of debt
Proceeds from exercise of stock-based
— (162,075)
(100,380)
(12,930)
—
—
434,179
—
—
(275,385)
434,179
—
—
—
—
(3,333)
32,099
568,223
— (130,786)
(12,085)
(488,765)
10,037
(494,146)
—
—
—
3,239
12,614
(25,793)
—
—
—
35,338
580,837
(156,579)
94,344
94,344
169,821
(945,406)
1,897
683,481
4,137
473,949
(1,057,871)
(75,559)
693,518
128,381
—
—
—
(165)
(9,151)
10,224
165
(365)
—
(41)
—
(732)
(973)
—
(724)
—
—
—
—
—
(16)
28,226
(115,273)
(780,151)
490
(724)
(866,724)
compensation awards
Dividends paid
Repurchase of common stock
Other, net
28,226
(115,232)
(780,151)
—
Net cash (used in) provided by financing activities
(867,157)
—
—
—
1,952
(7,199)
—
—
—
(730)
9,329
Effect of exchange rate changes on cash and
cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
—
—
—
—
—
(5,218)
(16,738)
(193,325)
(67,653)
74,632
248,716
93,725
—
—
—
(5,218)
(277,716)
417,073
Cash and cash equivalents at end of year
$
— $
57,894 $
55,391 $
26,072 $
— $
139,357
CINTAS CORPORATION
83
Condensed Consolidating Statement of Cash Flows
Year Ended May 31, 2015 (in thousands)
Cash flows from operating activities:
Cintas
Corporation
Corp. 2
Subsidiary
Guarantors
Non-
Guarantors Eliminations
Cintas
Corporation
Consolidated
Net income
$ 430,618 $ 149,937 $ 266,084 $
17,001 $ (433,022) $
430,618
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation
Amortization of intangible assets
Stock-based compensation
Gain on Storage transactions
Loss on Shred-it
Gain on sale of stock in an equity method
investment
Deferred income taxes
Changes in current assets and liabilities, net of
acquisitions of businesses:
Accounts receivable, net
Inventories, net
Uniforms and other rental items in service
Prepaid expenses and other current assets
Accounts payable
Accrued compensation and related liabilities
Accrued liabilities and other
Income taxes, current
38,066
10,425
—
—
47,002
—
—
—
—
—
—
—
—
92,133
13,972
—
(31,113)
3,190
60
—
—
—
—
67
(21,739)
18,565
2,416
22,405
(24,203)
(317)
(5,141)
(405)
(5,154)
(2,768)
— (343,401)
310,050
—
—
—
3,345
(15,160)
142
1,226
41,882
(5,939)
426
—
(7,460)
661
—
2,234
1,282
(487)
(2,764)
(117)
(98)
(1,337)
6,322
(1,035)
Net cash provided by (used in) operating activities
477,620
(126,587)
634,787
25,053
(430,597)
580,276
Cash flows from investing activities:
Capital expenditures
— (117,545)
(85,713)
(14,462)
Proceeds from redemption of marketable
securities
Purchase of marketable securities and
investments
Proceeds from Storage transactions, net of
cash contributed
Proceeds from Shredding Transaction
Proceeds from sale of stock of an equity
method investment
Dividends received on equity method
investment
Dividends received on Shred-it
Acquisitions of businesses, net of cash acquired
Other, net
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from the issuance of debt
Repayment of debt
Proceeds from exercise of stock-based
—
—
161,938
(1,827)
38,731
(179,130)
(53,245)
(195,471)
—
—
—
—
—
—
—
—
93,387
3,344
—
—
113,400
(15,495)
—
—
29,933
5,247
—
—
65,041
—
—
—
—
—
—
—
—
—
—
—
235,951
235,951
51,438
(773,575)
126,702
(785,377)
3,705
37,092
483,864
430,619
—
—
—
(1,178)
(2,615)
2,962
2,615
(2,280)
compensation awards
Dividends paid
Repurchase of common stock
Other, net
40,230
(201,831)
(551,970)
—
Net cash (used in) provided by financing activities
(713,571)
Effect of exchange rate changes on cash and
cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
—
—
—
—
—
—
1,952
774
—
889
—
—
—
(363)
(16)
—
(150,606)
73,743
399,322
—
(60)
—
—
275
(8,918)
53,502
40,223
—
—
—
—
—
—
—
—
2,272
127
—
4
—
22
—
140,624
14,458
47,002
(38,573)
3,851
(21,739)
20,866
(1,443)
23,785
(31,994)
(3,202)
(33,445)
3,234
33,066
(6,832)
—
—
(217,720)
161,938
158,428
3,344
29,933
5,247
113,400
(15,495)
1,383
44,987
—
(518)
40,230
(201,891)
(551,970)
1,589
—
(22)
—
—
—
—
(22)
(712,560)
—
—
—
(8,918)
(96,215)
513,288
Cash and cash equivalents at end of year
$
— $
74,632 $ 248,716 $
93,725 $
— $
417,073
84
CINTAS CORPORATION
19. Subsequent Event
On July 11, 2017, Cintas sold Discontinued Services for a total sale price of $130.0 million. Effective May 31, 2017,
Discontinued Services was classified as held for sale and was presented in discontinued operations for all periods
presented herein. Revenue and diluted earnings per share for Discontinued Services was $105.6 million and $0.07,
respectively, for the fiscal year ended May 31, 2017, $109.7 million and $0.07, respectively, for the fiscal year ended
May 31, 2016, respectively and $107.2 million and $0.07 for the fiscal year ended May 31, 2015, respectively.
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
With the participation of Cintas’ management, including Cintas’ Chairman and Chief Executive Officer, Chief
Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of May 31,
2017. Our evaluation of internal control over financial reporting did not include the internal controls of G&K
operations subsequent to the acquisition on March 21, 2017, which are included in the 2017 consolidated financial
statements and constituted 37.6% of total assets (inclusive of acquired goodwill and identifiable intangible assets
which represents 29.6% of total assets) as of May 31, 2017, and 3.5% of revenue for the year then ended. Based
on such evaluation, Cintas’ management, including Cintas’ Chairman and Chief Executive Officer, Chief Financial
Officer, General Counsel and Controllers, have concluded that Cintas’ disclosure controls and procedures were
effective as of May 31, 2017, 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
Management’s Report on Internal Control over Financial Reporting and the Report of Ernst & Young LLP,
Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on
Form 10-K and are incorporated by reference herein.
There were no changes in Cintas’ internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter ended May 31, 2017, that have materially affected,
or are reasonably likely to materially affect, Cintas’ internal control over financial reporting.
Item 9B. Other Information
None.
CINTAS CORPORATION
85
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required under this item is incorporated herein by reference to the material contained in Cintas’
definitive proxy statement for the 2017 annual meeting of shareholders to be filed with the SEC pursuant to
Regulation 14A not later than 120 days after the close of the fiscal year (the Proxy Statement).
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference to the material contained in the
Proxy Statement.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The information required under this item is incorporated herein by reference to the material contained in the
Proxy Statement, except that the information required by Item 201(d) of Regulation S-K can be found below.
The following table provides information about Cintas’ common stock that may be issued under Cintas’ equity
compensation plans as of May 31, 2017.
Equity Compensation Plan Information
Plan category
Equity compensation plans approved
by shareholders
Equity compensation plans not approved
by shareholders
Total
(1) Excludes 2,742,074 unvested restricted stock units.
Number of shares
to be issued
upon exercise of
outstanding options (1)
Weighted average
exercise price of
outstanding options (1)
Number of shares
remaining available
for future issuance
under equity
compensation plans
8,588,050
$ 74.77
12,444,826
—
—
—
8,588,050
$ 74.77
12,444,826
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated herein by reference to the material contained in the
Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required under this item is incorporated herein by reference to the material contained in the
Proxy Statement.
86
CINTAS CORPORATION
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1)
Financial Statements. All financial statements required to be filed by Item 8 of Form 10-K and
included in this Annual Report are listed in Item 8. No additional financial statements are filed
because the requirements for paragraph (d) under Item 14 are not applicable to Cintas.
(a) (2)
Financial Statement Schedule:
For each of the three years in the period ended May 31, 2017.
Schedule II: Valuation and Qualifying Accounts and Reserves.
All other schedules are omitted because they are not applicable, or not required, or because the
required information is included in the Consolidated Financial Statements or Notes thereto.
(a) (3)
Exhibits.
Exhibit
Number
2.1***
2.2***
2.3***
3.1
3.2
4.1
4.2
4.3
4.4
4.5
All documents referenced below were filed pursuant to the Exchange Act by Cintas Corporation,
file number 000-11399, unless otherwise noted.
Description of Exhibit
JV Framework Agreement, dated March 18, 2014, by and among Cintas Corporation No.2, CC
Shredding Holdco LLC and CC Dutch Shredding Holdco BV, each a wholly owned subsidiary
of Cintas, and Shred-It International Inc., Boost JV LP, Boost Holdings LP and Boost GP
Corp (Incorporated by reference to Exhibit 2.1 to Cintas’ Current Report on Form 8-K dated
March 19, 2014.)
Securities Purchase Agreement, dated as of July 15, 2015, by and among Cintas, Shred-it
International Inc., Stericycle, Inc. and the other parties thereto (Incorporated by reference to
Exhibit 2.1 to Cintas’ Current Report on Form 8-K dated October 1, 2015.)
Agreement and Plan of Merger, among Cintas Corporation, G&K Services, Inc. and Bravo Merger
Sub, Inc., dated as of August 15, 2016 (Incorporated by reference to Exhibit 2.1 to Cintas’ Current
Report on Form 8-K dated August 16, 2016.)
Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 4.1 to
Cintas’ Registration Statement No. 333-160926 on Form S-3 filed on December 3, 2007.)
Amended and Restated By-laws (Incorporated by reference to Exhibit 3 to Cintas’ Current Report
on Form 8-K dated October 14, 2008.)
Indenture dated as of May 28, 2002, among Cintas Corporation No. 2, as issuer, Cintas
Corporation, as parent guarantor, the subsidiary guarantors thereto and Wachovia Bank, National
Association, as trustee (Incorporated by reference to Cintas’ Annual Report on Form 10-K for the
year ended May 31, 2002.)
Form of 6.15% Senior Note due 2036 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated August 17, 2006.)
Form of 6.125% Senior Note due 2017 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated December 6, 2007.)
Form of 2.85% Senior Note due 2016 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated May 23, 2011.)
Form of 4.30% Senior Note due 2021 (Incorporated by reference to Cintas’ Current report on
Form 8-K dated May 23, 2011.)
CINTAS CORPORATION
87
4.6
4.7
4.8
4.9
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11*
10.12*
10.13*
Form of 3.25% Senior Note due 2022 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated June 8, 2012.)
Form of 2.900% Senior Notes due 2022 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated March 14, 2017).
Form of 3.700% Senior Notes due 2027 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated March 14, 2017).
Form of 3.250% Senior Notes due 2022 (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated March 14, 2017).
Credit Agreement dated as of May 28, 2004 by and among Cintas Corporation No. 2, as Borrower,
the lenders named in such Credit Agreement and KeyBank National Association, as agent for the
lenders (Incorporated by reference to Cintas’ Quarterly Report on Form 10-Q for the quarter
ended February 28, 2011.)
First Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of
February 24, 2006 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated
October 1, 2010.)
Second Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as
of March 16, 2007 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated
October 1, 2010.)
Third Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as
of May 31, 2007 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated
October 1, 2010.)
Fourth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of
September 27, 2010 (Incorporated by reference to Cintas’ Quarterly Report on Form 10-Q for the
quarter ended February 28, 2011.)
Fifth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as
of October 7, 2011 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated
October 7, 2011.)
Sixth Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated as of
May 29, 2014 (Incorporated by reference to Exhibit 2.1 to Cintas’ Current Report on Current
Report on Form 8-K dated May 30, 2014.)
Seventh Amendment Agreement to the Credit Agreement dated as of May 28, 2004, dated
as of June 23, 2016 (Incorporated by reference to Cintas’ Current Report on Form 8-K dated
June 28, 2016.)
Amended and Restated Credit Agreement, dated as of September 16, 2016, among Cintas
Corp. No. 2, the Lenders party thereto and KeyBank National Association, as Administrative
Agent (Incorporated by reference to Exhibit 10.1 to Cintas’ Current Report on Form 8-K dated
September 22, 2016).
Amended and Restated Note Purchase Agreement, dated as of March 21, 2017, among G&K
Services, Inc. and the Note holders (Incorporated by reference to Cintas’ Current Report on Form
8-K dated March 21, 2017).
Incentive Stock Option Plan (Incorporated by reference to Cintas’ Registration Statement No. 33-
23228 on Form S-8 filed under the Securities Act of 1933.)
Partners’ Plan, as Amended (Incorporated by reference to Cintas’ Registration Statement No. 33-
56623 on Form S-8 filed under the Securities Act of 1933.)
1999 Cintas Corporation Stock Option Plan (Incorporated by reference to Cintas’ Registration
Statement No. 333-44654 on form S-8 filed under the Securities Act of 1933.)
88
CINTAS CORPORATION
10.14*
10.15*
10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
10.27*
10.28*
10.29*
14
21**
23**
Directors’ Deferred Compensation Plan (Incorporated by reference to Cintas’ Quarterly Report
on Form 10-Q for the quarter ended November 30, 2000.)
Amended and Restated 2003 Directors’ Stock Option Plan (Incorporated by reference to Cintas’
Annual Report Form 10-K for the year ended May 31, 2004.)
Form of agreement signed by Officers, General/Branch Managers, Professionals and Key
Managers, including Executive Officers (Incorporated by reference to Cintas’ Quarterly Report
on Form 10-Q for the quarter ended February 28, 2005.)
President and CEO Executive Compensation Plan (Incorporated by reference to Cintas’ Annual
Report on Form 10-K for the year ended May 31, 2005.)
2006 Executive Incentive Plan (Incorporated by reference to Cintas’ Annual Report on Form 10-K
for the year ended May 31, 2005.)
2005 Equity Compensation Plan (Incorporated by reference to Cintas’ Definitive Proxy Statement
on Schedule 14A filed on September 1, 2005.)
Criteria for Performance Evaluation of the President and CEO (Incorporated by reference to
Cintas’ Annual Report on Form 10-K for the year ended May 31, 2006.)
2007 Executive Incentive Plan (Incorporated by reference to Cintas’ Annual Report on Form 10-K
for the year ended May 31, 2006.)
Amendment No. 1 to 2005 Equity Compensation Plan (Incorporated by reference to Cintas’
Annual Report on Form 10-K for the year ended May 31, 2011.)
Form of Restricted Stock Agreement (Incorporated by reference to Cintas’ Annual Report on
Form 10-K for the year ended May 31, 2011.)
Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by
reference to Cintas’ Current Report on Form 8-K dated July 27, 2012.)
Form of Restricted Stock Agreement (Incorporated by reference to Cintas’ Current Report on
Form 8-K dated July 27, 2012.)
Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by
reference to Exhibit 10.4 to Cintas’ Current Report on Form 8-K dated October 23, 2013.)
Amendment No. 4 to Cintas Corporation 2005 Equity Compensation Plan (Incorporated by
reference to Exhibit 10.5 to Cintas’ Current Report on Form 8-K dated October 22, 2014.)
Cintas Corporation Management Incentive Plan (Incorporated by reference to Exhibit 10.5 to
Cintas’ Current Report on Form 8-K dated October 23, 2013.)
Cintas Corporation 2016 Equity and Incentive Compensation Plan (Incorporated by reference to
Cintas’ Current Report on Form 8-K dated October 20, 2016).
Code of Ethics (Incorporated by reference to Cintas’ Annual Report on Form 10-K for the year
ended May 31, 2004.)
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
CINTAS CORPORATION
89
31.1**
31.2**
32.1**
32.2**
Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934
Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange
Act of 1934
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § 1350
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § 1350
101.INS**
XBRL Instance Document
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
* Management compensatory contracts
** Filed herewith
*** Certain exhibits and schedules have been omitted and Cintas agrees to furnish supplementally to the Securities and Exchange Commission
a copy of any omitted exhibits upon request.
Item 16. Form 10-K Summary
None.
90
CINTAS CORPORATION
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CINTAS CORPORATION
By: /s/ Scott D. Farmer
Scott D. Farmer
Chairman and Chief Executive Officer
DATE SIGNED: July 31, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Capacity
Date
/s/ Scott D. Farmer
Scott D. Farmer
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald W. Tysoe
Ronald W. Tysoe
/s/ John F. Barrett
John F. Barrett
Director
Director
/s/ James J. Johnson
James J. Johnson
Director
/s/ Robert E. Coletti
Robert E. Coletti
Director
July 31, 2017
July 31, 2017
July 31, 2017
July 31, 2017
July 31, 2017
/s/ J. Michael Hansen
J. Michael Hansen
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
July 31, 2017
CINTAS CORPORATION
91
Cintas Corporation
Schedule II — Valuation and Qualifying Accounts and Reserves
(In thousands)
Allowance for Doubtful Accounts
May 31, 2015
May 31, 2016
May 31, 2017
Reserve for Obsolete Inventory
May 31, 2015
May 31, 2016
May 31, 2017
Balance at
Beginning
of Year
(1)
Additions
(2)
Deductions
Balance at
End
of Year
$
$
$
$
$
$
14,262
15,497
19,103
30,459
30,531
32,716
$
$
$
$
$
$
5,289
8,274
6,446
2,952
5,195
10,049
$
$
$
$
$
$
4,054
4,668
5,024
2,880
3,010
4,460
$
$
$
$
$
$
15,497
19,103
20,525
30,531
32,716
38,305
(1) Represents amounts charged to expense to increase reserve for estimated future bad debts or to increase reserve for obsolete inventory.
Amounts related to inventory are computed by performing a thorough analysis of future marketability by specific inventory item as well as an
estimate based on Cintas’ historical rates of obsolescence.
(2) Represents reductions in the balance sheet reserve due to the actual write-off of non-collectible accounts receivable or the physical disposal
of obsolete inventory items. These amounts do not impact Cintas’ consolidated income statement.
92
CINTAS CORPORATION
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 Annual Report on Form 10-K 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;
4. The registrant’s other certifying officer 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:
a. 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;
b. 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;
c. 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
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) 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 officer 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):
a. 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
b. 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: July 31, 2017
/s/ Scott D. Farmer
Scott D. Farmer
Chairman and Chief Executive Officer
(Principal Executive Officer)
CINTAS CORPORATION
93
Exhibit 31.2
Certification of Principal Financial Officer Pursuant to Rule 13a – 14(a)
I, J. Michael Hansen, certify that:
1.
I have reviewed this Annual Report on Form 10-K 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;
4. The registrant’s other certifying officer 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:
a. 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;
b. 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;
c. 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
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) 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 officer 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):
a. 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
b. 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: July 31, 2017
/s/ J. Michael Hansen
J. Michael Hansen
Senior Vice President and Chief Financial Officer
94
CINTAS CORPORATION
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350,
as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation
(the “Company”) on Form 10-K for the period ending May 31, 2017 (the “Report”), I, Scott D. Farmer, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operation of the Company as of and for the periods presented.
/s/ Scott D. Farmer
Scott D. Farmer
Principal Executive Officer
July 31, 2017
CINTAS CORPORATION
95
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350,
as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing with the Securities and Exchange Commission of the Report of Cintas Corporation
(the “Company”) on Form 10-K for the period ending May 31, 2017 (the “Report”), I, J. Michael Hansen, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operation of the Company as of and for the periods presented.
/s/ J. Michael Hansen
J. Michael Hansen
Principal Financial Officer
July 31, 2017
96
CINTAS CORPORATION
Shareholder Information
Board of Directors
Executive Offices
Annual Meeting
October 17, 2017
Cintas Corporation
Corporate Headquarters
6800 Cintas Boulevard
Cincinnati, OH 45262-5737
10:00 a.m.
Company Information
financial
information
For
regarding
Cintas Corporation, please visit our
website at www.cintas.com. Additional
financial
is available at
www.nasdaq.com.
information
Security Holder Information
May 31, 2017, there were approximately
2,000 shareholders of record of Cintas’
Common
believes
that this represents approximately 62,000
beneficial owners.
Cintas
Stock.
Gerald S. Adolph
Retired Principal of PWC Strategy&
John F. Barrett
Chairman, President and
Chief Executive Officer of
Western & Southern Financial Group
Melanie W. Barstad
Retired President of Women’s
Health Initiatives, Johnson &
Johnson Family of Companies
Robert E. Coletti
Senior Partner, Keating Muething &
Klekamp PLL
Richard T. Farmer
Chairman Emeritus of the Board
of the Corporation
Scott D. Farmer
Chairman of the Board and
Chief Executive Officer
of the Corporation
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH 45262-5737
Auditors
Ernst & Young LLP
1900 Scripps Center
312 Walnut Street
Cincinnati, OH 45202
Market for Registrant’s
Common Stock
is
Cintas Corporation Common Stock
traded on the Nasdaq Global Select
Market. The symbol is CTAS.
Registrar and Transfer Agent
James J. Johnson
Retired Chief Legal Officer and Secretary,
the Procter & Gamble Company
Wells Fargo Bank
161 North Concord Exchange
South St. Paul, MN 55075
(800) 468-9716
Joseph Scaminace
Retired Chairman, President and
Chief Executive Officer of
Vectra Corporation
Ronald W. Tysoe
Retired Vice Chairman,
Finance and Real Estate
Macy’s, Inc.
BR172908-0817-AR
CINTAS CORPORATION6800 Cintas Boulevard Cincinnati, OH 45262-5737 513.459.1200www.cintas.com