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

( X )QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIESTHE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28,August 31, 2007

OR

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

Commission file number 0-11399

CINTAS CORPORATION
(Exact name of registrantRegistrant as specified in its charter)

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


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

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

Indicate by check markcheckmark whether the registrantRegistrant (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  ü No ___

Indicate by check markcheckmark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”(as defined in Rule 12 b-212b-2 of the Exchange Act.Act).

Large Accelerated Filer  ü                Accelerated Filer ___                Non-Accelerated Filer ___ü
Accelerated Filer ___Non-Accelerated Filer ___

Indicate by checkmark whether the registrantRegistrant is a shell company (as defined in Rule 12 b-212b-2 of the Exchange Act).  Yes ___ No     ü _

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

Class Outstanding March 31,September 30, 2007
Common Stock, no par value 158,652,776158,865,253


1









CINTAS CORPORATION
INDEX


 

  
Page No.
Part I.
Financial Information
 
    
 Item 1.Financial Statements. 
    
  
Consolidated Condensed Statements of Income -
  Three Months and Nine Months Ended February 28,August 31, 2007 and 2006
3
    
  
Consolidated Condensed Balance Sheets -
  February 28,  August 31, 2007 and May 31, 20062007
4
    
  
Consolidated Condensed Statements of Cash Flows -
  Nine  Three Months Ended February 28,August 31, 2007 and 2006
5
    
  Notes to Consolidated Condensed Financial Statements6
    
 Item 2.
Management's Discussion and Analysis of Financial
  Condition and Results of Operations.
2521
    
 Item 3.Quantitative and Qualitative Disclosures About Market Risk.3328
    
 Item 4.Controls and Procedures.3328
    
Part II.
Other Information
3530
    
 Item 1.Legal Proceedings.3530
    
 Item 1A.Risk Factors.3631
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.36
Item 5.Other Information.3731
    
 Item 6.Exhibits.3731
    
Signatures
 3732
    
Certifications
 3833


2



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

 Three Months Ended Nine Months Ended 
 February 28, February 28,  
Three Months Ended
August 31,
 
  2007  2006  2007  2006  2007  2006 
     (Restated)*      (Restated)*       
Revenue:                   
Rentals
 $665,647 $631,322 $2,037,796 $1,890,920 
Rental uniforms and ancillary products
 $710,354  $687,658 
Other services
  239,751  205,099  705,029  604,761   258,774   226,503 
  905,398  836,421  2,742,825  2,495,681   969,128   914,161 
                     
Costs and expenses (income):                     
Cost of rentals
  371,185  350,655  1,129,500  1,039,738 
Cost of rental uniforms and ancillary products
  391,490   378,300 
Cost of other services
  148,386  132,796  445,944  397,024   160,266   145,380 
Selling and administrative expenses
  253,128  224,420  745,884  670,014   276,710   244,128 
Interest income
  (1,339) (1,925) (4,488) (4,959)  (1,462)  (1,526)
Interest expense
  11,584  7,239  36,499  22,059   12,837   12,432 
  782,944  713,185  2,353,339  2,123,876   839,841   778,714 
                     
Income before income taxes  122,454  123,236  389,486  371,805   129,287   135,447 
                     
Income taxes  45,727  46,642  145,270  139,950   48,224   50,485 
                     
Net income $76,727 $76,594 $244,216 $231,855  $81,063  $84,962 
                     
Basic earnings per share $.48 $.46 $1.52 $1.38  $0.51  $0.53 
                     
Diluted earnings per share $.48 $.45 $1.52 $1.37  $0.51  $0.53 
             
Dividends declared per share       $0.39 $0.35 


* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

See accompanying notes.

3



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


  August 31, 2007  May 31, 2007 
  (Unaudited)    
ASSETS
      
Current assets:      
Cash and cash equivalents
 $40,841  $35,360 
Marketable securities
  97,431   120,053 
Accounts receivable, net
  409,441   408,870 
Inventories, net
  236,102   231,741 
Uniforms and other rental items in service
  352,279   344,931 
Deferred tax assets
  19,912   ---- 
Prepaid expenses
  17,896   15,781 
         
                      Total current assets  1,173,902   1,156,736 
         
Property and equipment, at cost, net  933,233   920,243 
         
Goodwill  1,270,780   1,245,877 
Service contracts, net  166,223   171,361 
Other assets, net  76,692   76,263 
         
  $3,620,830  $3,570,480 
         
LIABILITIES AND SHAREHOLDERS' EQUITY
        
Current liabilities:        
Accounts payable
 $70,093  $64,622 
Accrued compensation and related liabilities
  34,517   62,826 
Accrued liabilities
  124,174   200,686 
Income taxes:
        
                      Current  27,966   18,584 
                      Deferred  ----   52,179 
Long-term debt due within one year
  4,161   4,141 
         
                      Total current liabilities  260,911   403,038 
         
Long-term liabilities:        
Long-term debt due after one year
  876,522   877,074 
Deferred income taxes
  122,884   122,630 
Accrued liabilities
  116,552   ---- 
         
                      Total long-term liabilities  1,115,958   999,704 
         
Shareholders' equity:        
Preferred stock, no par value:
      100,000 shares authorized, none outstanding
  ----   ---- 
Common stock, no par value:
                      425,000,000 shares authorized,
                      FY 2008:  173,057,674 issued and 158,860,351 outstanding
                      FY 2007:  172,874,195 issued and 158,676,872 outstanding
  128,041   120,811 
Paid-in capital
  55,542   56,909 
Retained earnings
  2,600,792   2,533,459 
Treasury stock:
                      FY 2008:  14,197,323 shares
                      FY 2007:  14,197,323 shares
  (580,562)  (580,562)
Other accumulated comprehensive income
  40,148   37,121 
                      Total shareholders' equity  2,243,961   2,167,738 
  $3,620,830  $3,570,480 
  February 28, 2007 May 31, 2006 
  (Unaudited) (Restated)* 
ASSETS
     
Current assets:       
Cash and cash equivalents
 $31,558 $38,914 
Marketable securities
  125,935  202,539 
Accounts receivable, net
  393,155  389,905 
Inventories, net
  227,083  198,000 
Uniforms and other rental items in service
  339,082  337,487 
Prepaid expenses
  14,926  11,163 
        
Total current assets
  1,131,739  1,178,008 
        
Property and equipment, at cost, net  900,772  863,783 
        
Goodwill  1,226,176  1,136,175 
Service contracts, net  172,842  179,965 
Other assets, net  75,960  67,306 
        
  $3,507,489 $3,425,237 
        
LIABILITIES AND SHAREHOLDERS' EQUITY
       
Current liabilities:       
Accounts payable
 $69,540 $71,635 
Accrued compensation and related liabilities
  57,014  50,134 
Accrued liabilities
  234,840  188,927 
Income taxes:
       
Current
  51,057  43,694 
Deferred
  39,506  51,669 
Long-term debt due within one year
  229,139  4,288 
        
Total current liabilities
  681,096  410,347 
        
Long-term debt due after one year  654,376  794,454 
        
Deferred income taxes  115,858  130,244 
        
Shareholders' equity:       
Preferred stock, no par value:
       
100,000 shares authorized, none outstanding
  ----  ---- 
Common stock, no par value:
       
        425,000,000 shares authorized,
       
FY 2007: 172,838,020 issued and 158,640,697 outstanding
       
FY 2006: 172,571,083 issued and 163,181,738 outstanding
  130,389  120,860 
Paid in capital
  44,939  47,644 
Retained earnings
  2,443,139  2,260,917 
Treasury stock:
       
FY 2007: 14,197,323 shares
       
FY 2006: 9,389,345 shares
  (580,562) (381,613)
Other accumulated comprehensive income
  18,254  42,384 
Total shareholders' equity
  2,056,159  2,090,192 
  $3,507,489 $3,425,237 

* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

See accompanying notes.

4



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

  Nine Months Ended 
 February 28, 
Cash flows from operating activities:
  2007  2006 
     (Restated)* 
Net income
 $244,216 $231,855 
Adjustments to reconcile net income to net cash provided
       
by operating activities:
       
Depreciation
  100,036  94,014 
Amortization of deferred charges
  30,015  24,130 
Stock-based compensation
  2,746  4,507 
Deferred income taxes
  (19,062) 7,399 
Change in current assets and liabilities, net of
       
acquisitions of businesses:
       
Accounts receivable
  911  (14,187)
Inventories
  (28,176) 11,984 
Uniforms and other rental items in service
  (1,595) (11,240)
Prepaid expenses
  (3,676) (790)
Accounts payable
  (2,070) (9,210)
Accrued compensation and related liabilities
  6,880  511 
Accrued liabilities
  (15,511) (32,293)
Tax benefit on exercise of stock options
  (37) (706)
Income taxes payable
  7,400  4,947 
Net cash provided by operating activities  322,077  310,921 
        
Cash flows from investing activities:
       
        
Capital expenditures
  (128,636) (102,080)
Proceeds from sale or redemption of marketable securities
  102,871  74,820 
Purchase of marketable securities
  (24,901) (11,346)
Acquisitions of businesses, net of cash acquired
  (135,011) (327,983)
Other
  (16,303) (13,830)
Net cash used in investing activities  (201,980) (380,419)
        
Cash flows from financing activities:
       
        
Proceeds from issuance of debt
  252,460  173,000 
Repayment of debt
  (167,687) (7,068)
Stock options exercised
  9,529  11,404 
Tax benefit on exercise of stock options
  37  706 
Purchase of common stock
  (198,949) (114,170)
Other
  (22,843) 10,473 
Net cash (used in) provided by financing activities  (127,453) 74,345 
        
Net (decrease) increase in cash and cash equivalents  (7,356) 4,847 
        
Cash and cash equivalents at beginning of period  38,914  43,196 
        
Cash and cash equivalents at end of period $31,558 $48,043 


  
Three Months Ended
August 31,
 
  2007  2006 
Cash flows from operating activities:
      
       
Net income
 $81,063  $84,962 
Adjustments to reconcile net income to net cash provided
by operating activities:
        
Depreciation
  35,636   33,078 
Amortization of deferred charges
  10,586   9,690 
Stock-based compensation
  2,132   (598)
Deferred income taxes
  17,418   10,772 
Change in current assets and liabilities, net of
acquisitions of businesses:
        Accounts receivable, net
  644   (1,202)
        Inventories, net
  (4,293)  (12,381)
        Uniforms and other rental items in service
  (7,128)  (2,311)
        Prepaid expenses
  (2,117)  634 
        Accounts payable
  5,435   (11,770)
        Accrued compensation and related liabilities
  (28,386)  (2,777)
        Accrued liabilities and other
  (77,865)  (58,777)
        Income taxes payable
  24,001   6,524 
Net cash provided by operating activities  57,126   55,844 
         
Cash flows from investing activities:
        
         
Capital expenditures
  (45,344)  (36,496)
Proceeds from sale or redemption of marketable securities
  29,156   66,214 
Purchase of marketable securities and investments
  (6,237)  (3,527)
Acquisitions of businesses, net of cash acquired
  (32,630)  (25,101)
Other
  177   (1,954)
Net cash used in investing activities  (54,878)  (864)
         
Cash flows from financing activities:
        
         
Proceeds from issuance of debt
  224,750   252,460 
Repayment of debt
  (225,282)  (194,283)
Stock options exercised
  7,230   3,403 
Repurchase of common stock
  ----   (114,418)
Other
  (3,465)  (6,091)
Net cash provided by (used in) financing activities  3,233   (58,929)
         
Net increase (decrease) in cash and cash equivalents  5,481   (3,949)
         
Cash and cash equivalents at beginning of period  35,360   38,914 
         
Cash and cash equivalents at end of period $40,841  $34,965 

* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

See accompanying notes.

5



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

1.Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation (Cintas) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations.  While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our most recent Form 10-K for the fiscal year ended May 31, 2006.2007.  A summary of our significant accounting policies is presented on page 36 of that report.  There has been no material changes in the accounting policies followed by Cintas during the fiscal year, with the exception of the new accounting standard discussed in Note 2 below.

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

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


2.New Accounting StandardStandards

At February 28,As of June 1, 2007, Cintas had adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an equity compensation plan,interpretation of FASB Statement No. 109 (FAS 109), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FAS 109, Accounting for Income Taxes.  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As a result of the implementation of FIN 48, Cintas recorded a decrease to retained earnings as of June 1, 2007, of $13,731.  Cintas’ adoption of FIN 48 is more fully described in Note 6. Prior to June 1, 2006, Cintas accounted for this plan under the intrinsic value method proscribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations, as permitted by FASB Statement No. 123, 157, Accounting for Stock-Based CompensationFair Value Measurements. Effective June 1, 2006, Cintas adopted the (FAS 157), defines fair value, recognition provisionsestablishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements.  FAS 157 is effective for fiscal years beginning after November 15, 2007. Cintas is currently assessing the impact of FAS 157 on its consolidated financial statements.
FASB Statement No. 123(R)159, Fair Value Option for Financial Assets and Financial Liabilities (FAS 159), Share-Based Payment, usingallows for voluntary measurement of many financial assets and financial liabilities at fair value.  FAS 159 is effective for fiscal years beginning after November 7, 2007. Cintas is currently assessing the modified-retrospective transition method. Under that transition method, all prior periods have been restated basedimpact of FAS 159 on the amounts previously calculated in the pro forma footnote disclosures required by Statement 123. Statement 123(R) requires all share-based payments to employees, including stock options, to be recognized as an expense in the statement of income based on their fair values. Due to this restatement, Cintas’ income before income taxes and net income decreased by $1,151 for the three months ended February 28, 2006, and $3,396 for the nine months ended February 28, 2006. This adoption lowered basic earnings per share for the third quarter of fiscal 2006 from $0.47 per share to $0.46 per share for the quarter. Likewise, diluted earnings per share for the third quarter of fiscal 2006 were lowered from $0.46 per share to $0.45 for the quarter. This adoption also lowered basic earnings per share year-to-date from $1.40 per share to $1.38 per share. In addition, diluted earnings per share year-to-date were lowered from $1.39 per share to $1.37 per share. The cumulative effect of the change on total shareholders’ equity as of May 31, 2006, was less than $1,000.its consolidated financial statements.

As a result of adopting Statement 123(R) on June 1, 2006, Cintas’ income before income taxes and net income for the nine months ended February 28, 2007, are $2,746 and $1,739 lower, respectively, than if it had continued to account for share-based compensation under Opinion 25. Basic earnings per share are $.02 lower and diluted earnings per share are $.01 lower for the nine months ended February 28, 2007, than if Cintas had continued to account for share-based compensation under Opinion 25.


6



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

3.Earnings per Share

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

  Three Months Ended Nine Months Ended 
  February 28, February 28, 
  2007 2006 2007 2006 
    (Restated)*   (Restated)* 
Numerator:             
Net income $76,727 $76,594 $244,216 $231,855 
              
Denominator:             
Denominator for basic earnings per             
  share-weighted average shares
  159,311  168,038  160,144  168,321 
              
Effect of dilutive securities-             
  employee stock options
  388  561  406  594 
              
Denominator for diluted earnings per             
  share-adjusted weighted average
             
  shares and assuming conversions
  159,699  168,599  160,550  168,915 
              
Basic earnings per share $.48 $.46 $1.52 $1.38 
              
Diluted earnings per share $.48 $.45 $1.52 $1.37 

* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.
    
  
Three Months Ended
August 31,
 
  2007  2006 
Numerator:      
Net income $81,063  $84,962 
         
Denominator:        
Denominator for basic earnings per share-weighted average shares (000’s)
  158,771   160,770 
         
Effect of dilutive securities - employee stock options (000’s)  267   377 
         
Denominator for diluted earnings per share - adjusted weighted average
     shares and assuming conversions (000’s)
  159,038   161,147 
         
Basic earnings per share $0.51  $0.53 
         
Diluted earnings per share $0.51  $0.53 
 
4.Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the ninethree months ended February 28,August 31, 2007, by operating segment, are as follows:

   Other   
  Rentals  Services  Total  
Rental
Uniforms &
Ancillary
Products
  
Uniform
Direct
Sales
  
First Aid,
Safety &
Fire
Protection
  
Document
Management
  
Total
 
Goodwill
                         
Balance as of June 1, 2006 $855,135 $281,040 $1,136,175 
Balance as of June 1, 2007 $863,319  $23,883  $162,021  $196,654  $1,245,877 
                              
Goodwill acquired  (2,181) 93,436  91,255   ---   ---   2   24,627   24,629 
                              
Foreign currency translation  (952) (302) (1,254)  213   18   ---   43   274 
                              
Balance as of February 28, 2007 $852,002 $374,174 $1,226,176 
Balance as of August 31, 2007 $863,532  $23,901  $162,023  $221,324  $1,270,780 






7



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

   Other   
 Rentals Services Total  
Rental
Uniforms &
Ancillary
Products
  
Uniform
Direct
Sales
  
First Aid,
Safety &
Fire
Protection
  
Document
Management
  
Total
 
Service Contracts
                      
Balance as of June 1, 2006 $132,391 $47,574 $179,965 
Balance as of June 1, 2007 $104,285  $699  $45,352  $21,025  $171,361 
                              
Service contracts acquired  304  16,225  16,529   ---   ---   ---   2,928   2,928 
                              
Service contracts amortization  (14,903) (7,316) (22,219)  (5,445)  (99)  (1,515)  (1,318)  (8,377)
                              
Foreign currency translation  (1,364) (69) (1,433)  298   5   ---   8   311 
                              
Balance as of February 28, 2007 $116,428 $56,414 $172,842 
Balance as of August 31, 2007 $99,138  $605  $43,837  $22,643  $166,223 


Information regarding Cintas' service contracts and other assets are as follows:

 As of February 28, 2007  As of August 31, 2007 
  
Carrying
Amount
 
 
Accumulated
Authortization
 
 
Net  
Carrying
Amount
  
Accumulated
Amortization
  
Net
 
                   
Service contracts $309,419 $136,577 $172,842  $320,883  $154,660  $166,223 
Noncompete and consulting agreements $56,081 $21,370 $34,711 
            
Non compete and consulting agreements $60,307  $26,596  $33,711 
Investments  34,846  ----  34,846   36,266   ----   36,266 
Other  10,428  4,025  6,403   8,912   2,197   6,715 
                      
Total $101,355 $25,395 $75,960  $105,485  $28,793  $76,692 
 
 As of May 31, 2006  As of May 31, 2007 
  
Carrying
Amount 
 
 
Accumulated
Amortization
 
 
Net   
Carrying
Amount
  
Accumulated
Amortization
  Net 
                   
Service contracts $295,929 $115,964 $179,965  $317,644  $146,283  $171,361 
            
Noncompete and consulting agreements $45,801 $15,484 $30,317  $58,218  $24,123  $34,095 
Investments  33,754  ----  33,754   35,264   ----   35,264 
Other  6,758  3,523  3,235   8,967   2,063   6,904 
                      
Total $86,313 $19,007 $67,306  $102,449  $26,186  $76,263 

Amortization expense was $30,015$10,586 and $24,130$9,690 for the ninethree months ended February 28,August 31, 2007 and February 28,August 31, 2006, respectively.  Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $40,661, $40,099, $37,468, $34,437$41,355, $38,683, $35,619, $31,873 and $30,766,$25,810, respectively.


8


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

5.Debt, Derivatives and Hedging Activities

On August 15, 2006, Cintas issued $250,000 of senior notes due in 2036. This debt bears an interest rate of 6.15% paid semi-annually beginning February 15, 2007. The proceeds generated from the offering were used to repay a portion of our outstanding commercial paper borrowings.

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

Cintas periodically uses derivatives for fair value hedging and cash flow hedging purposes. There were no fair value hedges in place as of February 28, 2007.

Cash flow hedges are derivative instruments thatto hedge the exposure of variability in short-term interest rates. These agreements effectively convert a portion of the floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the ineffective portion of the hedge are charged to earnings in the current period. When outstanding, the effectiveness of these derivative instruments is reviewed at least every fiscal quarter. Examples of cash flow hedging instruments that Cintas may use are interest rate swaps, lock agreements and forward starting swaps.  ThereNo cash flow hedging instruments were no interest rate swap or lock agreements outstanding as of February 28,August 31, 2007. There was a cash settled forward starting swap in place as of February 28, 2007, which is discussed below.

During the third quarter of fiscal 2006, Cintas entered into a cash settled forward starting swap to protect forecasted interest payments from interest rate movement for an anticipated $200,000 debt issuance in fiscal 2008. The Hypothetical Derivative Method is used to measure hedge effectiveness. Cintas expects the forward starting swap to be perfectly effective as the critical terms of the anticipated debt issuance will perfectly offset the hedged cash flows of the forecasted interest payments. When the $200,000 of hedged debt is issued, the lender will make a payment to Cintas if the 30-year Treasury rate has increased since the inception of the cash settled forward starting swap. Conversely, if the 30-year Treasury rate decreases during that period, Cintas will pay the lender. The value of the cash settled forward starting swap prior to the debt issuance is recorded in other comprehensive income in shareholders’ equity and other assets or accrued liabilities depending on the value of the swap at the end of each reporting period. Once the debt is issued, the value of the forward starting swap will be settled with cash and will be amortized to earnings over the term of the debt issuance.

Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes both for the senior notes issued in fiscal 2002 and the senior notes issued in fiscal 2007. The amortization of the cash flow hedges resulted in a credit to other comprehensive income of $104$69 for the three months ended February 28,August 31, 2007, and $281$73 for the ninethree months ended February 28, 2007.August 31, 2006.

Cintas has certain significant covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to capitalization and interest coverage ratios. Cross default provisions exist between certain debt instruments. Cintas is in compliance with all of the significant debt covenants for all periods presented. WereIf 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’ debt, net of cash and marketable securities, is $726,022$742,411 as of February 28,August 31, 2007. For the ninethree months ended February 28,August 31, 2007, net cash provided by operating activities was $322,077 and capital$57,126.  Capital expenditures were $128,636.$45,344 for the same period.
 
6.Income Taxes

As noted in Note 2 entitled New Accounting Standards, Cintas adopted FIN 48 in fiscal 2008.  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, 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 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.  FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

As a result of the adoption of FIN 48, Cintas recorded a decrease to retained earnings as of June 1, 2007, and a corresponding increase in long-term accrued liabilities of $13,731, inclusive of associated interest and penalties.

As of June 1, 2007, there was $27,580 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
9


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

6.  Stock-Based Compensation
statements of income, which is consistent with the recognition of these items in prior reporting periods.  The total amount accrued for interest and penalties as of June 1, 2007, was $15,173.  Cintas records the tax liability under FIN 48 in both current and long-term accrued liabilities on the consolidated balance sheets. The total gross unrecognized tax benefits as of June 1, 2007, were $129,576.

Under the 2005 equity compensation plan, which was approved by shareholders and adopted by Cintas in fiscal 2006, Cintas may grant officers and key employees equity compensationhas a significant portion of its operations in the formUnited States and Canada.  Cintas is required to file federal income tax returns as well as state income tax returns in a majority of stock options, stock appreciation rights, restrictedthe domestic states and unrestricted stock, performance awards and other stock unit awards up to an aggregate of 14,000,000 shares of Cintas' common stock. The compensation cost charged against income was $1,497 and $1,462 for the three month periods ended February 28, 2007 and February 28, 2006, respectively. The compensation cost charged against income was $2,746 and $4,507 for the nine month periods ended February 28, 2007 and February 28, 2006, respectively. The amount recordedalso in the nine month period ended February 28, 2007, reflectsCanadian provinces of Quebec, Alberta, British Columbia and Ontario.  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 cumulative catch-up adjustment of $2,169 ($2,088 after tax), due to a changereduction in the estimated forfeitures for certain existing stock option and restricted stock grants. Basic and diluted earnings per share for the nine months ended February 28, 2007, are both $.01 higher, respectively, due to this changeCintas’ accruals or an increase in estimated forfeitures. The totalits income tax benefit recognized in the income statement for share-based compensation arrangements was $310 and $117 for the three month periods ended February 28, 2007 and 2006, respectively, and was $1,007 and $418 for the nine month periods ended February 28, 2007 and 2006, respectively.

Stock Options

Stock options are granted at the fair market valueprovision, both of the underlying common stockwhich could have an impact on the dateconsolidated results of grant. The option terms are determined by the Cintas Compensation Committee, but no stock option may be exercised later than ten years after the date of the grant. The option awards generally have ten year terms with graded vestingoperations in years five through ten based on continuous service during that period. Cintas recognizes compensation expense for these options using the straight-line recognition method over the vestingany given period.

All U.S. federal income tax returns are closed to audit through fiscal 2003.  Cintas is currently in advanced stages of audits in certain foreign jurisdictions and certain domestic states. The fair value of these options was estimated atyears under audit cover fiscal years back to 1999.  Based on the date of grant using a Black-Scholes option-pricing model with the following assumptions:

  Three and Nine Months Ended 
  February 28, 
   2007
 
 
2006 
        
Risk-free interest rate 
  4.00%  4.00% 
Dividend yield 
  .70%  .50% 
Expected volatility of Cintas' common stock 
  35%  35% 
Expected life of the option in years 
  7.5  9 

The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected liferesolution of the stock options. The determinationvarious audits, it is reasonably possible that the balance of expected volatility is based on historical volatility of Cintas 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 grant date fair value of stock options granted during the three months ended February 28, 2007, was $17.39 and was $20.95unrecognized tax benefits could change by $2,830 for the three monthsfiscal year ended February 28, 2006. The weighted-average grant date fair value of stock options granted during the nine months ended February 28, 2007, was $16.02 and was $20.95 for the nine months ended February 28, 2006.

The information presented in the following table relates primarily to stock options granted and outstanding under either the plan adopted in fiscal 2006 or under previously adopted plans:

10


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

    Weighted Average 
  Shares Exercise Price 
Outstanding May 31, 2006 (2,718,180 shares exercisable)  6,535,404 $40.08 
Granted
  1,061,005  37.60 
Forfeitures/Cancellations
  (157,435) 42.52 
Exercised
  (144,607) 18.95 
Outstanding August 31, 2006 (2,707,855 shares exercisable)  7,294,367 $40.09 
Granted
  111,500  41.31 
Forfeitures/Cancellations
  (198,545) 42.02 
Exercised
  (79,038) 24.38 
Outstanding November 30, 2006 (2,561,212 shares exercisable)  7,128,284 $40.23 
Granted
  43,350  41.02 
Forfeitures/Cancellations
  (256,675) 40.04 
Exercised
  (125,049) 24.49 
Outstanding February 28, 2007 (2,394,238 shares exercisable)  6,789,910 $40.53 

The intrinsic value of stock options exercised in the three and nine months ended February 28, 2007, was $2,086 and $6,154, respectively.

The following table summarizes the information related to stock options outstanding at February 28, 2007:

    Outstanding Options Exercisable Options 
    Average Weighted   Weighted 
    Remaining Average   Average 
Range of Number Option Exercise Number Exercise 
Exercise Prices Outstanding Life Price Exercisable Price 
$ 18.04 - $ 39.19  1,651,096  6.48 $33.72  469,989 $26.63 
39.29 -    41.98  1,965,764  5.72  40.67  919,399  41.77 
42.06 -    44.33  1,652,000  6.58  42.35  432,650  42.76 
44.43 -    53.19  1,521,050  6.95  45.67  572,200  47.69 
$ 18.04 - $ 53.19  6,789,910  6.39 $40.53  2,394,238 $40.39 

At February 28, 2007, the aggregate intrinsic value of stock options outstanding and exercisable was $11,848 and $6,451, respectively.
Restricted Stock

Restricted stock consists of Cintas’ common stock which is subject to such conditions, restrictions and limitations as the Cintas Compensation Committee determines to be appropriate. The vesting period is generally three years after the grant date.

The information presented in the following table relates to restricted stock granted and outstanding under the plan adopted in fiscal 2006:


11


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

    Weighted Average 
  Shares Price 
      
Outstanding, unvested grants at May 31, 2006 
  128,075 $36.08 
Granted
  230,365  38.06 
Cancelled
  -  - 
Vested
  -  - 
Outstanding, unvested grants at August 31, 2006 
  358,440 $37.36 
Granted
  15,866  38.97 
Cancelled
  (2,460) 36.08 
Vested
  -  - 
Outstanding, unvested grants at November 30, 2006 
  371,846 $37.43 
Granted
  4,780  37.38 
Cancelled
  (1,878) 36.08 
Vested
  -  - 
Outstanding, unvested grants at February 28, 2007 
  374,748 $37.44 

The remaining unrecognized compensation cost related to unvested stock options and restricted stock at February 28, 2007, was approximately $41,639, and the weighted-average period of time over which this cost will be recognized is 3.7 years.

Cintas reserves shares of common stock to satisfy share option exercises and/or future restricted stock grants. At February, 2007, 13,205,262 shares of common stock are reserved for future issuance under the 2005 plan.

During fiscal 2005, the Compensation Committee of the Board of Directors approved a resolution to accelerate the vesting for certain “out-of-the-money” options. The “out-of-the-money” options that were accelerated were provided to employees during fiscal 2000, 2001, 2002 and 2003. The Compensation Committee approved this acceleration in order to provide these employees the increased benefit of exercising these options when they become “in-the-money” and to avoid recognizing future compensation expense related to outstanding options under Statement 123(R). After amendment of all underlying option agreements, compensation expense to be recognized in the statement of income during the first year of adoption of Statement 123(R) was reduced by approximately $3,500.May 31, 2008.
 
7.Comprehensive Income

Total comprehensive income represents the net change in shareholders' equity during a period from sources other than transactions with shareholders and, as such, includes net earnings.  For Cintas, the only components of total comprehensive income are the change in cumulative foreign currency translation adjustments, the change in the fair value of derivatives and the change in the fair value of available-for-sale securities.  The components of comprehensive income for the three and nine month periods ended February 28,August 31, 2007 and February 28,August 31, 2006 are as follows:

  
Three Months Ended
August 31,
 
  2007  2006 
       
Net income $81,063  $84,962 
         
Other comprehensive income:        
  Foreign currency translation adjustment
  2,813   (531)
  Change in fair value of derivatives, net of $0 and $6,169 of tax, respectively
  69   (10,430)
  Change in fair value of available-for-sale securities, net of $84 and $211 of tax, respectively
  145   348 
Comprehensive income $84,090  $74,349 










12
10


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

  Three Months Ended Nine Months Ended
 
February 28, February 28,
   2007
 
 
2006
 
 
2007
 
 
2006 
      (Restated)*��     (Restated)* 
              
Net income $76,727 $76,594 $244,216 $231,855 
              
Other comprehensive income:             
  Foreign currency translation adjustment
  (4,575) 4,299  (11,669) 15,086 
  Change in fair value of derivatives**
  3,358  (3,974) (13,330) (3,828)
  Change in fair value of available-for-sale
   securities, net of $130 and $505 of tax,
   respectively
  229   ----   869   ----  
Comprehensive income $75,739 $76,919 $220,086 $243,113 

* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

** Net of ($1,911) of tax for the three months ended February 28, 2007, and net of $7,994 of tax for the nine months ended February 28, 2007.
8.Litigation and Other Contingencies

Cintas is subject to legal proceedings and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims.  In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions, will not have a material adverse effect on the consolidated financial position or results of operations of Cintas.  Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

Cintas is a defendant in a purported class action lawsuit, Paul Veliz, et al. v. Cintas Corporation, filed on March 19, 2003, in the United States District Court, Northern District of California, Oakland Division, alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom Cintas considers exempt employees, and asserting additional related ERISA claims.  On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington, West Virginia and Wisconsin.  The plaintiffs are seeking unspecified monetary damages, injunctive relief or both.  Cintas denies these claims and is defending the plaintiffs’ allegations.  On February 14, 2006, the court ordered a majority of the opt-in plaintiffs to arbitrate their claims in accordance with the terms of their Cintas employment agreement.  On February 14, 2006, the court also permitted plaintiffs to file a second amended complaint alleging state law claims in the 15 states listed above only with respect to the putative class members that may litigate their claims in court.  No determination has been made by the court or an arbitrator regarding class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  If a court or arbitrator certifies a class in this action and there is an adverse verdict on the merits, or in the event of a negotiated settlement of the action, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas.  Any estimated liability relating to this lawsuit is not determinable at this time.

Cintas also is a defendant in a purported class action lawsuit, Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), filed on May 10, 2004, and pending in the United States District Court, Eastern District of Michigan, Southern Division (“Division.  Serrano”). Serrano alleges that Cintas discriminated against women in
13

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

hiring into various SSRservice sales representative positions across all divisions of Cintas throughout the United States.  On November 15, 2005, the Equal Employment Opportunity Commission (“EEOC”)(EEOC) intervened in the Serrano lawsuit.  The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  Cintas is a defendant in another purported class action lawsuit, Nelly Blanca Avalos, et al. v. Cintas Corporation (Avalos), currently pending in the United States District Court, Eastern District of Michigan, Southern Division (“Division.  Avalos”). Avalos alleges that Cintas discriminated against women, African-Americans and Hispanics in hiring into various SSRservice sales representative positions in Cintas’ Rental division only throughout the United States.  On April 27, 2005, the EEOC intervened in the claims asserted in Avalos.  The Avalos plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  The claims in Avalos originally were brought in the previously disclosed lawsuit captioned Robert Ramirez, et al. v. Cintas Corporation (Ramirez), filed on January 20, 2004, in the United States District Court, Northern District of California, San Francisco Division (“Ramirez”).Division.  On May 11, 2006, however, those claims were severed from Ramirez and transferred to the Eastern District of Michigan, Southern Division, where the case was re-named Avalos.  On July 10, 2006, Avalos and Serrano were consolidated for all pretrial purposes, including proceedings on class certification.  The consolidated case is known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos), and remains pending in the United States District Court, Eastern District of Michigan, Southern Division (“Serrano/Avalos”).Division.  No filings or determinations have been made in Serrano/Avalos as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  The non-SSRnon-service sales representative hiring claims in the previously disclosed Ramirez case that have not been dismissed remain pending in the Northern District of California, San Francisco Division, but were

11


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

ordered to arbitration and stayed pending the completion of arbitration.  The Ramirez purported class action claims currently in arbitration include allegations that Cintas failed to promote Hispanics into supervisory positions, discriminated against African-Americans and Hispanics in SSRservice sales representative route assignments and discriminated against African-Americans in hourly pay in Cintas’ Rental division only throughout the United States.  The Ramirez plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  No filings or determinations have been made in Ramirez as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  On February 20, 2007, the plaintiffs Colleen Grindle et al. filed a separate lawsuit in the Court of Common Pleas, Wood County, Ohio, captioned Colleen Grindle, et al. v. Cintas Corporation (Grindle), on behalf of a class of female employees at Cintas’ Perrysburg, Ohio location who allegedly were denied hire, promotion or transfer to service sales representative positions on the basis of their gender.  The Grindle plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  No filings or determinations have been made in Grindle as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  In addition, a class action lawsuit, Larry Houston, et al. v. Cintas Corporation (Houston), was filed on August 3, 2005, in the United States District Court for the Northern District of California on behalf of African-American managers alleging racial discrimination (“Houston”).discrimination.  On November 22, 2005, the court entered an order requiring the named plaintiffs in the Houston lawsuit to arbitrate all of their claims for monetary damages.  If there is an adverse verdict or a negotiated settlement of all or any of these actions, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas.  Any estimated liability relating to these proceedings is not determinable at this time.

Several otherOther similar administrative proceedings are pending including two charges filed on November 30, 2004, by an EEOC Commissioner with the EEOC Systemic Litigation Unit alleging:  (i) failure to hire and assign females to production job positions; and (ii) failure to hire females, African-Americans and Hispanics into the Management Trainee program.  The investigations of these allegations are pending and no determinations have been made.  On August 29, 2006, the EEOC Indianapolis District Office issued a dismissal and notice of rights and closed its file on the Clifton Cooper charge served on Cintas on March 23, 2005, by Mr. Cooper on behalf of himself and a similarly situated class with the EEOC Systemic Litigation Unit alleging discriminatory pay and treatment due to race.  Mr. Cooper’s claims are now part of the Houstonarbitration matter disclosed hereinabove.

Cintas is also a defendant in a lawsuit, J. Lester Alexander, III vs.v. Cintas Corporation, et al., which was originally filed on October 25, 2004, and is currently pending in the Circuit Court of Randolph County, Alabama.  The case was brought by J. Lester Alexander, III, the Chapter 7 Trustee (the “Trustee”)Trustee) of Terry Manufacturing Company, Inc. ("TMC")(TMC) and Terry Uniform Company, LLC ("TUC")(TUC), against Cintas in Randolph County, Alabama.  The Trustee seeks damages against Cintas for allegedly breaching fiduciary duties to TMC and TUC and for allegedly aiding and abetting breaches of fiduciary duties by others to
14

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

those entities.  The complaint also includes allegations that Cintas breached certain limited liability company agreements, or alternatively, misrepresented its intention to perform its obligations in those agreements and acted as alter egos of the bankrupt TMC and is therefore liable for all of TMC's debts.  The Trustee is seeking $50,000 in compensatory damages and $100,000 in punitive damages.  Cintas denies these claims and is vigorously defending itself against all claims in the complaint.   Cintas filed counterclaims against J. Lester Alexander, III and cross claims against Roy Terry, Rudolph Terry and Cotina Terry (collectively referred to herein as the Individual Co-Defendants). The Individual Co-Defendants have filed cross claims against Cintas alleging fraudulent inducement, breach of fiduciary duty, negligence and wantonness. If there is an adverse verdict on the merits or in the event of a negotiated settlement of this lawsuit, the resulting liability could be material to Cintas.  Any estimated liability relating to this lawsuit is not determinable at this time.

The litigation discussed above, if decided adversely to or settled by Cintas, may, individually or in the aggregate, result in liability material to Cintas’ financial condition or consolidated results of operations.  Cintas may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if it believes such settlement is in the best interestsinterest of Cintas’ shareholders.

12


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

9.Segment Information

Cintas classifieshistorically classified its businesses into two operating segments, Rentals and Other Services, based on the similar economic characteristics of the products and services within each segment.Services.  The Rentals operating segment reflects the rental and servicing of uniforms and other garments, mats, mops and shop towels.  In addition to these rental items, restroom and hygiene products and services are also provided within this segment.  Effective June 1, 2007, this operating segment has been renamed to be Rental Uniforms and Ancillary Products.

The Other Services operating segment consistshistorically consisted of the direct sale of uniforms and related items, first aid, safety and fire protection products and services, document management services and branded promotional products.  BothEffective June 1, 2007, the Other Services operating segment was separated into three reportable operating segments provide– Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services.  This change provides more visibility to these operating segments as they continue to grow and have a larger impact on Cintas’ consolidated results.  The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services throughout the United Statesservices.  The Document Management Services operating segment consists of document destruction and Canada to businesses of all types - from small service and manufacturing companies to major corporations that employ thousands of people.document retention services.

Information as to the operations of Cintas’ different business segments is set forth below based on the distribution of products and services offered. Cintas evaluates performancesthe performance of each operating segment based on several factors of which the primary financial measures are businessoperating segment revenue and income before income taxes.  The accounting policies of the operating segments are the same as those described in Note 1.  Information as to the operations of Cintas’ operating segments is set forth below.  The information for the three months ended August 31, 2006, has been restated to reflect the changes in the reportable operating segments described above.

  
Rental
Uniforms &
Ancillary
Products
  
Uniform
Direct
Sales
  
First Aid,
Safety &
Fire
Protection
  
Document
Management
  
Corporate
  
Total
 
As of and for the three months
  ended August 31, 2007
                  
                   
Revenue $710,354  $118,805  $102,256  $37,713  $----  $969,128 
Income (loss) before                        
income taxes
 $114,793  $11,127  $10,621  $4,121  $(11,375) $129,287 
Total assets $2,592,401  $182,278  $332,757  $375,122  $138,272  $3,620,830 
                         
As of and for the three months
  ended August 31, 2006
                        
                         
Revenue $687,658  $116,997  $88,336  $21,170  $----  $914,161 
Income (loss) before                        
income taxes
 $124,080  $11,903  $9,179  $1,191  $(10,906) $135,447 
Total assets $2,519,943  $163,572  $287,521  $238,291  $174,894  $3,384,221 






15
13



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


  Rentals 
Other
Services
 Corporate Total 
For the three months             
  ended February 28, 2007
             
Revenue $665,647 $239,751 $---- $905,398 
Income (loss) before income taxes $105,179 $27,520 $(10,245)$122,454 
              
For the three months             
  ended February 28, 2006
             
  (Restated)*
             
Revenue $631,322 $205,099 $---- $836,421 
Income (loss) before income taxes $108,654 $19,896 $(5,314)$123,236 
              
As of and for the nine months             
  ended February 28, 2007
             
Revenue $2,037,796 $705,029 $---- $2,742,825 
Income (loss) before income taxes $347,056 $74,441 $(32,011)$389,486 
Total assets $2,525,832 $824,164 $157,493 $3,507,489 
              
As of and for the nine months             
  ended February 28, 2006
             
  (Restated)*
             
Revenue $1,890,920 $604,761 $---- $2,495,681 
Income (loss) before income taxes $336,443 $52,462 $(17,100)$371,805 
Total assets $2,491,807 $619,756 $250,801 $3,362,364 
 * Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.
10.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 $700,000$475,000 of long-term notes, which are 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 condensed consolidating financial statements has been fully consolidated in Cintas' consolidated financial statements.  The 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.

Effective June 1, 2007, Cintas reorganized its legal structure to provide better alignment with the organizational structure of Cintas.  The impact of this change is that certain subsidiary guarantor locations and their balances have moved into Corp. 2 and certain Corp. 2 locations are now subsidiary guarantors.  The effect of this change is shown in the column entitled “Effect of Legal Restructure” on the May 31, 2007 consolidated balance sheet as shown below.

Condensed consolidating financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented below:on the following pages:



16

14




CONDENSED CONSOLIDATING INCOME STATEMENT
THREE MONTHS ENDED FEBRUARY 28, 2007

  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 Non-Guarantors Eliminations 
Cintas
Corporation
Consolidated
 
Revenue:                   
  Rentals
 $---- $489,272 $135,225 $41,335 $(185)$665,647 
  Other services
  ----  326,636  131,720  12,932  (231,537) 239,751 
  Equity in net income of affiliates
  76,727  ----  ----  ----  (76,727) ---- 
   76,727  815,908  266,945  54,267  (308,449) 905,398 
                    
Costs and expenses (income):                   
  Cost of rentals
  ----  310,904  75,122  24,863  (39,704) 371,185 
  Cost of other services
  ----  243,769  85,554  7,866  (188,803) 148,386 
  Selling and administrative expenses
  ----  230,570  12,460  12,151  (2,053) 253,128 
  Interest income
  ----  (526) (3) (810) ----  (1,339)
  Interest expense
  ----  11,915  (1,614) 1,283  ----  11,584 
  ----  796,632  171,519  45,353  (230,560) 782,944 
                    
Income before income taxes  76,727  19,276  95,426  8,914  (77,889) 122,454 
Income taxes  ----  7,134  35,473  3,120  ----  45,727 
Net income $76,727 $12,142 $59,953 $5,794 $(77,889)$76,727 

17



CONDENSED CONSOLIDATING INCOME STATEMENT
THREE MONTHS ENDED FEBRUARY 28, 2006
(RESTATED)*

  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 Non-Guarantors Eliminations 
Cintas
Corporation
Consolidated
 
Revenue:                   
  Rentals
 $---- $462,276 $129,045 $40,139 $(138)$631,322 
  Other services
  ----  271,594  108,688  12,976  (188,159) 205,099 
  Equity in net income of affiliates
  76,594  ----  ----  ----  (76,594) ---- 
   76,594  733,870  237,733  53,115  (264,891) 836,421 
                    
Costs and expenses (income):                   
  Cost of rentals
  ----  291,750  76,548  24,038  (41,681) 350,655 
  Cost of other services
  ----  200,937  73,736  8,712  (150,589) 132,796 
  Selling and administrative expenses
  ----  209,097  2,711  11,998  614  224,420 
  Interest income
  ----  (1,398) (60) (467) ----  (1,925)
  Interest expense
  ----  7,155  (1,007) 1,091  ----  7,239 
  ----   707,541  151,928  45,372  (191,656) 713,185 
                    
Income before income taxes  76,594  26,329  85,805  7,743  (73,235) 123,236 
Income taxes  ----  10,256  33,415  2,971  ----  46,642 
Net income $76,594 $16,073 $52,390 $4,772 $(73,235)$76,594 
* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

18





CONDENSED CONSOLIDATING INCOME STATEMENT
NINE MONTHS ENDED FEBRUARY 28,AUGUST 31, 2007


  Cintas Corporation   Corp. 2  
Subsidiary
Guarantors
 Non-Guarantors Eliminations 
Cintas
Corporation
Consolidated
 
Cintas
Corporation
  
Corp. 2
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Revenue:                                
Rentals
 $---- $1,497,418 $413,096 $127,771 $(489 $2,037,796 
Rental uniforms and ancillary products $----  $517,963  $145,280  $47,351  $(240) $710,354 
Other services
  ---- 989,396 392,224 41,978 (718,569 705,029   ----   346,887   137,805   13,141   (239,059)  258,774 
Equity in net income of affiliates
  244,216  ----  ----  ----  (244,216  ----   81,063   ----   ----   ----   (81,063)  ---- 
  244,216 2,486,814 805,320 169,749 (963,274 2,742,825   81,063   864,850   283,085   60,492   (320,362)  969,128 
                                      
Costs and expenses (income):                                      
Cost of rentals
  ---- 943,530 236,004 75,556 (125,590 1,129,500 
Cost of rental uniforms and ancillary
products
  ----   321,273   86,957   27,857   (44,597)  391,490 
Cost of other services
  ---- 753,131 255,545 25,583 (588,315 445,944   ----   228,740   117,776   8,417   (194,667)  160,266 
Selling and administrative expenses
  ---- 683,734 32,139 35,630 (5,619 745,884   ----   217,225   48,978   11,927   (1,420)  276,710 
Interest income
  ---- (2,220) (8) (2,260) ---- (4,488)  ----   ----   (333)  (1,129)  ----   (1,462)
Interest expense
  ----  36,893  (4,448)   4,054  ----   36,499   ----   12,869   (1,518)  1,486   ----   12,837 
  ----   2,415,068  519,232  138,563  (719,524  2,353,339   ----   780,107   251,860   48,558   (240,684)  839,841 
                                      
Income before income taxes  244,216 71,746 286,088 31,186 (243,750 389,486   81,063   84,743   31,225   11,934   (79,678)  129,287 
Income taxes  ----  26,993  107,634  10,643  ----  145,270   ----   32,128   11,838   4,258   ----   48,224 
Net income $244,216 $44,753 $178,454 $20,543 $(243,750 $244,216  $81,063  $52,615  $19,387  $7,676  $(79,678) $81,063 


19

15





CONDENSED CONSOLIDATING INCOME STATEMENT
NINETHREE MONTHS ENDED FEBRUARY 28,AUGUST 31, 2006
(RESTATED)*


  
Cintas
Corporation
  
Corp. 2
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Revenue:                  
  Rental uniforms and ancillary products
 $----  $505,523  $139,240  $43,047  $(152) $687,658 
  Other services
  ----   320,119   130,227   13,037   (236,880)  226,503 
  Equity in net income of affiliates
  84,962   ----   ----   ----   (84,962)  ---- 
   84,962   825,642   269,467   56,084   (321,994)  914,161 
                         
Costs and expenses (income):                        
  Cost of rental uniforms and ancillary products
  ----   314,312   81,448   25,265   (42,725)  378,300 
  Cost of other services
  ----   244,351   85,086   8,044   (192,101)  145,380 
  Selling and administrative expenses
  ----   227,488   7,864   10,782   (2,006)  244,128 
  Interest income
  ----   (851)  (2)  (673)  ----   (1,526)
  Interest expense
  ----   12,440   (1,383)  1,375   ----   12,432 
   ----   797,740   173,013   44,793   (236,832)  778,714 
                         
Income before income taxes  84,962   27,902   96,454   11,291   (85,162)  135,447 
Income taxes  ----   10,462   36,166   3,857   ----   50,485 
Net income $84,962  $17,440  $60,288  $7,434  $(85,162) $84,962 

16


  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 Non-Guarantors Eliminations 
Cintas
Corporation
Consolidated
 
Revenue:             
  Rentals
 $---- $1,387,723 $388,746 $114,842 $(391)$1,890,920 
  Other services
  ----  859,090  310,624  40,064  (605,017) 604,761 
  Equity in net income of affiliates
  231,855  ----  ----  ----  (231,855) ---- 
   231,855  2,246,813  699,370  154,906  (837,263) 2,495,681 
                    
Costs and expenses (income):                   
  Cost of rentals
  ----  870,459  228,966  67,876  (127,563) 1,039,738 
  Cost of other services
  ----  643,181  212,625  26,165  (484,947) 397,024 
  Selling and administrative expenses
  ----  633,979  1,713  34,184  138  670,014 
  Interest income
  ----  (3,631) (257) (1,071) ----  (4,959)
  Interest expense
  ----  21,872  (3,000) 3,187  ----  22,059 
  ----  2,165,860  440,047  130,341  (612,372) 2,123,876 
                    
Income before income taxes  231,855  80,953  259,323  24,565  (224,891) 371,805 
Income taxes  ----  31,158  99,810  8,982  ----  139,950 
Net income $231,855 $49,795 $159,513 $15,583 $(224,891)$231,855 
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF AUGUST 31, 2007

  
Cintas
Corporation
  
Corp. 2
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Assets
                  
Current assets:                  
  Cash and cash equivalents
 $----  $32,678  $(17,360) $25,523  $----  $40,841 
  Marketable securities
  ----   ----   8,222   89,209   ----   97,431 
  Accounts receivable, net
  ----   302,956   106,886   23,146   (23,547)  409,441 
  Inventories, net
  ----   214,900   20,148   7,861   (6,807)  236,102 
  Uniforms and other rental items in service
  ----   278,021   84,567   21,530   (31,839)  352,279 
  Deferred tax assets
  ----   ----   21,914   (2,002)  ----   19,912 
  Prepaid expenses
  ----   5,553   11,794   549   ----   17,896 
Total current assets  ----   834,108   236,171   165,816   (62,193)  1,173,902 
                         
Property and equipment, at cost, net  ----   654,136   221,310   57,787   ----   933,233 
                         
Goodwill  ----   ----   1,240,716   30,064   ----   1,270,780 
Service contracts, net  ----   157,932   3,435   4,856   ----   166,223 
Other assets, net  1,738,566   82,318   1,363,391   198,150   (3,305,733)  76,692 
  $1,738,566  $1,728,494  $3,065,023  $456,673  $(3,367,926) $3,620,830 
                         
Liabilities and Shareholders' Equity
                        
Current liabilities:                        
  Accounts payable
 $(465,247) $(1,914,544) $2,415,928  $8,536  $25,420  $70,093 
  Accrued compensation and related liabilities
  ----   31,563   1,444   1,510   ----   34,517 
  Accrued liabilities
  ----   15,523   103,246   5,449   (44)  124,174 
  Current income taxes
  ----   6,158   20,354   1,454   ----   27,966 
  Long-term debt due within one year
  ----   840   3,523   ----   (202)  4,161 
Total current liabilities  (465,247)  (1,860,460)  2,544,495   16,949   25,174   260,911 
                         
Long-term liabilities:                        
  Long-term debt due after one year
  ----   885,979   (66,762)  93,621   (36,316)  876,522 
  Deferred income taxes
  ----   ----   117,673   5,211   ----   122,884 
  Accrued liabilities
  ----   ----   116,552   ----   ----   116,552 
Total long-term liabilities  ----   885,979   167,463   98,832   (36,316)  1,115,958 
                         
Total shareholders’ equity  2,203,813   2,702,975   353,065   340,892   (3,356,784)  2,243,961 
  $1,738,566  $1,728,494  $3,065,023  $456,673  $(3,367,926) $3,620,830 


17


CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MAY 31, 2007

  
Cintas
Corporation
  
Corp. 2
  
Effect of
Legal
Restructure*
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Assets
                     
Current assets:                     
  Cash and cash equivalents
 $----  $1,327  $32,622  $(24,835) $26,246  $----  $35,360 
  Marketable securities
  ----   36,664   (36,664)  36,664   83,389   ----   120,053 
  Accounts receivable, net
  ----   271,868   26,974   109,375   24,252   (23,599)  408,870 
  Inventories, net
  ----   204,164   4,032   23,350   7,775   (7,580)  231,741 
  Uniforms and other rental
         items in service
  ----   273,246   33   82,621   21,482   (32,451)  344,931 
  Prepaid expenses
  ----   11,486   (6,115)  9,506   904   ----   15,781 
Total current assets  ----   798,755   20,882   236,681   164,048   (63,630)  1,156,736 
                             
Property and equipment, at cost,
  net
  ----   619,691   25,787   218,903   55,862   ----   920,243 
                             
Goodwill  ----   347,516   (347,516)  1,223,896   21,981   ----   1,245,877 
Service contracts, net  ----   102,574   60,387   3,724   4,676   ----   171,361 
Other assets, net  1,665,370   72,191   10,721   1,363,667   194,142   (3,229,828)  76,263 
  $1,665,370  $1,940,727   $(229,739) $3,046,871  $440,709  $(3,293,458) $3,570,480 
                             
Liabilities and Shareholders' Equity
                            
Current liabilities:                            
  Accounts payable
 $(465,247) $(423,711)  $(1,387,144) $2,312,352  $1,926  $26,446  $64,622 
  Accrued compensation and
         related liabilities
  ----   42,152   5,478   12,189   3,007   ----   62,826 
  Accrued liabilities
  ----   196,158   (151,805)  150,790   6,477   (934)  200,686 
  Income taxes:
                            
    Current
  ----   586   (23)  16,206   1,815   ----   18,584 
    Deferred
  ----   ----   ----   50,237   1,942   ----   52,179 
  Long-term debt due within
         one year
  ----   3,228   222,586   (221,486)  ----   (187)  4,141 
Total current liabilities  (465,247)  (181,587)  (1,310,908)  2,320,288   15,167   25,325   403,038 
                             
Long-term debt due after one year  ----   882,921   (221,352)  159,255   92,448   (36,198)  877,074 
Deferred income taxes  ----   ----   ----   117,485   5,145   ----   122,630 
Total shareholders’ equity  2,130,617   1,239,393   1,302,521   449,843   327,949   (3,282,585)  2,167,738 
  $1,665,370  $1,940,727   $(229,739) $3,046,871  $440,709  $(3,293,458) $3,570,480 

* RestatedThe amounts in this column represent the net transfer of balances between subsidiary guarantors and Corp. 2 caused by the legal restructure as described above.  The subsidiary guarantor column has been changed to reflect the adoptionnew legal structure as of FAS 123(R) usingJune 1, 2007.  The combination of the modified-retrospective method.Corp. 2 amounts and this column represents the restructured Corp. 2 as of June 1, 2007.

20

18





CONDENSED CONSOLIDATING BALANCE SHEETSTATEMENT OF CASH FLOWS
AS OF FEBRUARY 28,THREE MONTHS ENDED AUGUST 31, 2007



  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 
Non-
Guarantors
 Eliminations 
Cintas
Corporation
Consolidated
 
Assets
             
Current assets:             
   Cash and cash equivalents
 $           ---- $          853 $       7,374 $     23,331 $           ---- $       31,558 
   Marketable securities
 ---- 57,246 ---- 68,689 ---- 125,935 
   Accounts receivable, net
  ----  260,400  131,289  20,492  (19,026) 393,155 
   Inventories, net
  ----  202,996  26,841  7,607  (10,361) 227,083 
   Uniforms and other rental items in
    service
  ----  270,161  81,359  19,193  (31,631) 339,082 
  Prepaid expenses
  ----  9,820  4,292  814  ----  14,926 
Total current assets  ----  801,476  251,155  140,126  (61,018) 1,131,739 
                    
Property and equipment, at cost, net  ----  609,764  241,050  49,958  ----  900,772 
                    
Goodwill  ----  336,584  869,502  20,090  ----  1,226,176 
Service contracts, net  ----  103,781  64,406  4,655  ----  172,842 
Other assets, net  1,634,652  71,825  1,313,649  170,309  (3,114,475) 75,960 
  $1,634,652 $1,923,430 $2,739,762 $385,138 $(3,175,493)$3,507,489 
                    
Liabilities and Shareholders' Equity
                   
Current liabilities:                   
  Accounts payable
 $(465,247)$(405,697)$909,673 $682 $30,129 $69,540 
  Accrued compensation and related
    liabilities
  ----  35,378  19,224  2,412  ----  57,014 
  Accrued liabilities
  61,994  190,775  (22,770) 4,886  (45) 234,840 
  Income taxes:
                   
      Current
  ----  11,008  39,295  754  ----  51,057 
      Deferred
  ----  ----  38,335  1,171  ----  39,506 
  Long-term debt due within
   one year
  ----  228,228  1,098  ----  (187) 229,139 
Total current liabilities  (403,253) 59,692  984,855  9,905  29,897  681,096 
                    
Long-term debt due after one year  ----  659,937  (56,055) 84,529  (34,035) 654,376 
Deferred income taxes  ----  10,263  101,082  4,513  ----  115,858 
Total shareholders’ equity  2,037,905  1,193,538  1,709,880  286,191  (3,171,355) 2,056,159 
  $1,634,652 $1,923,430 $2,739,762 $385,138 $(3,175,493)$3,507,489 
  
Cintas
Corporation
  
Corp. 2
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Cash flows from operating activities:
                  
  Net income
 $81,063  $52,615  $19,387  $7,676  $(79,678) $81,063 
  Adjustments to reconcile net income to net
    cash provided by (used in) operating
            activities:
                        
      Depreciation
  ----   22,488   11,270   1,878   ----   35,636 
      Amortization of deferred charges
  ----   9,784   338   464   ----   10,586 
      Stock-based compensation
  2,132   ----   ----   ----   ----   2,132 
      Deferred income taxes
  ----   ----   17,418   ----   ----   17,418 
      Changes in current assets and liabilities,
                     net of acquisitions of businesses:
                        
        Accounts receivable
  ----   (3,286)  2,489   1,493   (52)  644 
        Inventories
  ----   (6,704)  3,252   (68)  (773)  (4,293)
        Uniforms and other rental items in
                           service
  ----   (4,742)  (1,998)  224   (612)  (7,128)
        Prepaid expenses
  ----   (182)  (2,288)  353   ----   (2,117)
        Accounts payable
  ----   (86,870)  86,759   6,572   (1,026)  5,435 
        Accrued compensation and related
                            liabilities
  ----   (16,067)  (10,745)  (1,574)  ----   (28,386)
        Accrued liabilities and other
  ----   (28,949)  (48,822)  (984)  890   (77,865)
        Income taxes payable
  ----   5,595   18,790   (384)  ----   24,001 
                         
Net cash provided by (used in) operating activities  83,195   (56,318)  95,850   15,650   (81,251)  57,126 
                         
Cash flows from investing activities:
                        
  Capital expenditures
  ----   (29,680)  (13,658)  (2,006)  ----   (45,344)
  Proceeds from sale or redemption of marketable
         securities
  ----   ----   29,156   ----   ----   29,156 
  Purchase of marketable securities and
         investments
  ----   (440)  (3,969)  (4,650)  2,822   (6,237)
  Acquisitions of businesses, net of cash
         acquired
  ----   (22,949)  ----   (9,681)  ----   (32,630)
  Other
  (86,926)  108,611   (100,070)  ----   78,562   177 
                         
Net cash (used in) provided by investing activities  (86,926)  55,542   (88,541)  (16,337)  81,384   (54,878)
                         
Cash flows from financing activities:
                        
  Proceeds from issuance of debt
  ----   224,750   ----   ----   ----   224,750 
  Repayment of debt
  ----   (225,314)  165   ----   (133)  (225,282)
  Stock options exercised
  7,230   ----   ----   ----   ----   7,230 
  Other
  (3,499)  69   ----   (35)  ----   (3,465)
                         
Net cash provided by (used in) financing activities  3,731   (495)  165   (35)  (133)  3,233 
                         
Net (decrease) increase in cash and cash equivalents  ----   (1,271)  7,474   (722)  ----   5,481 
Cash and cash equivalents at beginning of period  ----   33,949   (24,834)  26,245   ----   35,360 
Cash and cash equivalents at end of period $----  $32,678  $(17,360) $25,523  $----  $40,841 



2119






CONDENSED CONSOLIDATING BALANCE SHEETSTATEMENT OF CASH FLOWS
AS OF MAYTHREE MONTHS ENDED AUGUST 31, 2006
(RESTATED)*
  
Cintas
Corporation
  
Corp. 2
  
Subsidiary
Guarantors
  
Non-
Guarantors
  
Eliminations
  
Cintas
Corporation
Consolidated
 
Cash flows from operating activities:
                  
  Net income
 $84,962  $17,440  $60,288  $7,434  $(85,162) $84,962 
  Adjustments to reconcile net income to net
   cash provided by (used in) operating
   activities:
                        
      Depreciation
  ----   20,345   11,113   1,620   ----   33,078 
      Amortization of deferred charges
  ----   5,419   3,584   687   ----   9,690 
      Stock-based compensation
  (598)  ----   ----   ----   ----   (598)
      Deferred income taxes
  ----   3,711   7,084   (23)  ----   10,772 
      Changes in current assets and liabilities,
                       net of acquisitions of businesses:
                        
      Accounts receivable
  ----   (2,432)  (4,195)  666   4,759   (1,202)
      Inventories
  ----   (12,381)  (357)  (427)  784   (12,381)
      Uniforms and other rental items in
       service
  ----   412   (2,112)  (26)  (585)  (2,311)
      Prepaid expenses
  ----   635   137   (138)  ----   634 
      Accounts payable
  ----   (181,369)  170,608   4,826   (5,835)  (11,770)
      Accrued compensation and related
       liabilities
  ----   (2,731)  312   (358)  ----   (2,777)
      Accrued liabilities
  ----   (1,176)  (58,370)  (135)  904   (58,777)
      Income taxes payable
  ----   4,090   4,379   (1,945)  ----   6,524 
                         
Net cash provided by (used in) operating activities  84,364   (148,037)  192,471   12,181   (85,135)  55,844 
                         
Cash flows from investing activities:
                        
  Capital expenditures
  ----   (15,271)  (18,968)  (2,257)  ----   (36,496)
  Proceeds from sale or redemption of marketable
   securities
  ----   65,298   ----   916   ----   66,214 
  Purchase of marketable securities and
    investments
  ----   (9,316)  8,920   (2,491)  (640)  (3,527)
  Acquisitions of businesses, net of cash
    acquired
  ----   ----   (25,101)  ----   ----   (25,101)
  Other
  28,520   44,449   (160,556)  114   85,519   (1,954)
                         
Net cash provided by (used in) investing activities  28,520   85,160   (195,705)  (3,718)  84,879   (864)
                         
Cash flows from financing activities:
                        
  Proceeds from issuance of debt
  ----   250,000   2,460   ----   ----   252,460 
  Repayment of debt
  ----   (194,189)  (41)  (309)  256   (194,283)
  Stock options exercised
  3,403   ----   ----   ----   ----   3,403 
  Repurchase of common stock
  (114,418)  ----   ----   ----   ----   (114,418)
  Other
  (1,869)  (3,691)  ----   (531)  ----   (6,091)
                         
Net cash (used in) provided by financing activities  (112,884)  52,120   2,419   (840)  256   (58,929)
                         
Net (decrease) increase in cash and cash
  equivalents
  ----   (10,757)  (815)  7,623   ----   (3,949)
Cash and cash equivalents at beginning of period  ----   9,461   8,674   20,779   ----   38,914 
Cash and cash equivalents at end of period $----  $(1,296) $7,859  $28,402  $----  $34,965 

      
  Cintas Corporation   Corp. 2  
Subsidiary
Guarantors
 Non-Guarantors Eliminations 
Cintas
Corporation
 Consolidated
Assets
                       
Current assets:                       
Cash and cash equivalents
 $---- $9,461 $8,674   $20,779  $----  $38,914 
Marketable securities
  ----  154,711  ----    47,828   ----   202,539 
Accounts receivable, net
  ----  256,602  124,143    21,378   (12,218  389,905 
Inventories, net
  ----  172,279  27,582    8,256   (10,117  198,000 
Uniforms and other rental items in service
  ----  272,197  77,636    19,996   (32,342  337,487 
Prepaid expenses
  ----  8,169  2,539    455   ----   11,163 
Total current assets  ----  873,419  240,574    118,692   (54,677  1,178,008 
                        
Property and equipment, at cost, net  ----  604,813  208,684    50,286   ----   863,783 
                        
Goodwill  ----  292,969  822,165    21,041   ----   1,136,175 
Service contracts, net  ----  112,016  61,324    6,625   ----   179,965 
Other assets, net  1,582,561  70,113  1,165,524    186,430   (2,937,322  67,306 
  $1,582,561 $1,953,330 $2,498,271   $383,074  $(2,991,999 $3,425,237 
                        
Liabilities and Shareholders' Equity
                       
Current liabilities:                       
Accounts payable
 $(465,247)$(205,605)$716,714   $(12,240) $38,013  $71,635 
Accrued compensation and related liabilities
  ----  34,796  12,651    2,687   ----   50,134 
Accrued liabilities
  ----  190,728  (7,518)   6,666   (949  188,927 
Income taxes:
                       
Current
  ----  4,081  37,355    2,258   ----   43,694 
Deferred
  ----  ----  50,421    1,248   ----   51,669 
Long-term debt due within one year
  ----  3,549  911    ----   (172  4,288 
Total current liabilities  (465,247) 27,549  810,534    619   36,892   410,347 
                        
Long-term debt due after one year  ----  801,649  (61,312)   89,770   (35,653  794,454 
Deferred income taxes  ----  10,263  115,187    4,794   ----   130,244 
Total shareholders’ equity  2,047,808  1,113,869  1,633,862    287,891   (2,993,238  2,090,192 
  $1,582,561 $1,953,330 $2,498,271   $383,074  $(2,991,999 $3,425,237 

* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.

2220


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2007
 


  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 
Non-
Guarantors
 Eliminations 
Cintas
Corporation
Consolidated
 
Cash flows from operating activities:
               
Net income
 $244,216 $44,753 $178,454 $20,543 $(243,750)  $244,216 
Adjustments to reconcile net income to net
                     
cash provided by (used in) operating
    activities:
                     
Depreciation
  ----  61,491  33,621  4,924  ----    100,036 
Amortization of deferred charges
  ----  17,250  10,913  1,852  ----    30,015 
Stock-based compensation
  2,746  ----  ----  ----  ----    2,746 
Deferred income taxes
  ----  ----  (18,707) (355) ----    (19,062)
Changes in current assets and 
      liabilities, net of acquisitions of
          businesses:
                     
Accounts receivable
  ----  (1,689) (4,825) 617  6,808    911 
Inventories
  ----  (30,706) 1,637  649  244    (28,176)
Uniforms and other rental items
           in service
  ----  2,036  (3,723) 803  (711)   (1,595)
Prepaid expenses
  ----  (1,571) (1,746) (359) ----    (3,676)
Accounts payable
  ----  (192,584) 185,476  12,922  (7,884)   (2,070)
Accrued compensation and
           related liabilities
  ----  582  6,573  (275) ----    6,880 
Accrued liabilities
  ----  224  (14,859) (1,780) 904    (15,511)
Tax benefit on exercise of stock
          options
  (37) ----  ----  ----  ----    (37)
Income taxes payable
  ----  6,927  1,977  (1,504) ----    7,400 
                      
Net cash provided by (used in) operating
  activities
  246,925  (93,287) 374,791  38,037  (244,389)   322,077 
                      
Cash flows from investing activities:
                     
Capital expenditures
  ----  (62,138) (61,576) (4,922) ----    (128,636)
Proceeds from sale or redemption of
  marketable securities
  ----  99,475  ----  3,396  ----    102,871 
Purchase of marketable securities
  ----  (629) ----  (24,272) ----    (24,901)
Acquisitions of businesses, net of cash
  acquired
  ----  (63,240) (71,736) (35) ----    (135,011)
Other
  (52,054) 33,939  (248,223) 7,249  242,786    (16,303)
                      
Net cash (used in) provided by investing activities  (52,054) 7,407  (381,535) (18,584) 242,786    (201,980)
                      
Cash flows from financing activities:
                     
Proceeds from issuance of debt
  ----  250,000  2,460  ----  ----    252,460 
Repayment of debt
  ----  (167,033) 2,984  (5,241) 1,603    (167,687)
Stock options exercised
  9,529  ----  ----  ----  ----    9,529 
Tax benefit on exercise of stock options
  37  ----  ----  ----  ----    37 
Purchase of common stock
  (198,949) ----  ----  ----  ----    (198,949)
Other
  (5,488) (5,695) ----  (11,660) ----    (22,843)
                      
Net cash (used in) provided by financing
  activities
  (194,871) 77,272  5,444  (16,901) 1,603    (127,453)
                      
Net (decrease) increase in cash and cash
  equivalents
  ----  (8,608) (1,300) 2,552  ----    (7,356)
Cash and cash equivalents at beginning of period  ----  9,461  8,674  20,779  ----    38,914 
Cash and cash equivalents at end of period $---- $853 $7,374 $23,331 $----   $31,558 


23

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 2006
(RESTATED)*

  
Cintas
Corporation
 Corp. 2 
Subsidiary
Guarantors
 
Non-
Guarantors
 Eliminations 
Cintas
Corporation
Consolidated
 
Cash flows from operating activities:
             
Net income
 $    231,855 $   49,795 $   159,513 $    15,583 $  (224,891$     231,855 
Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:
                   
Depreciation
  ----  57,851  31,449  4,714  ----  94,014 
Amortization of deferred charges
  ----  13,499  8,524  2,107  ----  24,130 
Stock-based compensation
  4,507  ----  ----  ----  ----  4,507 
Deferred income taxes
  ----  ----  6,804  595  ----  7,399 
Changes in current assets and
liabilities, net of acquisitions and
businesses:
                   
Accounts receivable
  ----  7,307  (10,486) (9,932) (1,076) (14,187)
Inventories
  ----  16,692  (5) 239  (4,942) 11,984 
Uniforms and other rental
items in service
  ----  (6,354) (672) (2,163) (2,051) (11,240)
Prepaid expenses
  ----  (639) (154) 3  ----  (790)
Accounts payable
  ----  (75,529) 68,200  (1,881) ----  (9,210)
Accrued compensation and
related liabilities
  ----  (415) 803  123  ----  511 
Accrued liabilities
  ----  (15,207) (18,103) 100  917  (32,293)
Tax benefit on exercise of
stock options
  (706) ----  ----  ----  ----  (706)
Income taxes payable
  ----  10,564  (5,446) (200) 29  4,947 
                    
Net cash provided by (used in) operating
activities
  235,656  57,564  240,427  9,288  (232,014) 310,921 
                    
Cash flows from investing activities:
                   
Capital expenditures
  ----  (43,263) (49,794) (9,023) ----  (102,080)
Proceeds from sale or redemption of
marketable securities
  ----  65,075  ----  9,745  ----  74,820 
Purchase of marketable securities
  ----  (310) ----  (11,036) ----  (11,346)
Acquisitions of businesses, net of cash
     acquired
  ----  (228,965) (94,449) (4,569) ----  (327,983)
Other
  (128,765) (16,820) (94,054) (8,290) 234,099  (13,830)
                    
Net cash (used in) provided by investing
activities
  (128,765) (224,283) (238,297) (23,173) 234,099  (380,419)
                    
Cash flows from financing activities:
                   
Proceeds from issuance of debt
  ----  173,000  ----  ----  ----  173,000 
Repayment of debt
  ----  (6,578) (6,625) 8,220  (2,085) (7,068)
Stock options exercised
  11,404  ----  ----  ----  ----  11,404 
Tax benefit on exercise of stock options
  706  ----  ----  ----  ----  706 
Purchase of common stock
  (114,170) ----  ----  ----  ----  (114,170)
Other
  (4,831) 218  ----  15,086  ----  10,473 
                    
Net cash (used in) provided by financing
activities
  (106,891) 166,640  (6,625) 23,306  (2,085) 74,345 
                    
Net (decrease) increase in cash and cash
equivalents
  ----  (79) (4,495) 9,421  ----  4,847 
Cash and cash equivalents at beginning of
period
  ----  13,259  12,570  17,367  ----  43,196 
Cash and cash equivalents at end of period $---- $13,180 $8,075 $26,788 $---- $48,043 
* Restated to reflect the adoption of FAS 123(R) using the modified-retrospective method.


24





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



BUSINESS STRATEGY

Cintas provides highly specialized products and services to businesses of all types throughout the United States and Canada.  We refer to ourselves as “The Service Professionals.”  We bring value to our customers by helping them provide a cleaner, safer, more pleasant atmosphere for their customers and employees.  Our products and services are designed to improve our customers’ image.  We also help our customers protect their employees and their company by enhancing workplace safety and helping to ensure legal compliance in key areas of their business.

We are North America's leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom products and services, first aid, safety and fire protection products and services, document management services and branded promotional products. Our products and services are designed to enhance our customers’ images and to provide additional safety and protection in the workplace.

Our business strategy is to increase our market share of the uniform rental and sales business in North America through the sale of new uniform programs and to provide our customers withachieve revenue growth for all of theour products and services we offer.by increasing our penetration at existing customers and by broadening our customer base to include business segments to which Cintas has not historically served.  We will also continue to identify additional product and service opportunities for our current and future customers.  Our long-term goal is to provide a product or service to every business in North America.

To pursue thisthe strategy of increasing penetration, we focus on the development ofhave a highly talented and diverse team of employees (whomservice 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 call partners) - a team that is properly trainedlaunch additional products and motivated to service our customers. We support our partners' service efforts by providing superior products with distinct competitive advantages, and we embrace technological advances.services.

Continuous cost containment and product and process innovation are considered hallmarksWe pursue the strategy of broadening our customer base in a few ways.  Cintas has a national sales organization introducing all of our organization. In orderproducts and services to sustain these efforts,prospects in all business segments.  Our ever expanding 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 emerging businesses of first aid, safety and fire protection and document management.  Finally, we employ a Six Sigma effort within Cintas. Six Sigma is an analytical process that assists companies in improving quality and customer satisfaction while reducing cycle time and operating costs. We are pleased with our progress in this endeavor and are optimistic about the improved efficiencies that this process has and will continue to yield to Cintas.

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


RESULTS OF OPERATIONS

Cintas classifieshistorically classified its businesses into two operating segments, Rentals and Other Services, based on the similar economic characteristics of the products and services within each segment.Services.  The Rentals operating segment reflects the rental and servicing of uniforms and other garments, mats, mops and shop towels.  In addition to these rental items, we also provide our restroom and hygiene products and services are also provided within this segment.  Effective June 1, 2007, this operating segment has been renamed to be Rental Uniforms and Ancillary Products.

The Other Services operating segment consistshistorically consisted of the direct sale of uniforms and related items, first aid, safety and fire protection products and services, document management services and branded promotional products.  BothEffective June 1, 2007, the Other Services operating segment was separated into three reportable operating segments provide– Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services.  This change provides more visibility to these operating segments as they continue to grow and have a larger impact on Cintas’ consolidated results.  The Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services throughoutservices.  The Document Management Services operating segment consists of document destruction and document retention services.  Revenue and income before income taxes for each of these operating segments for the United Statesthree months ended

21


August 31, 2007 and CanadaAugust 31, 2006, are presented in Note 9 entitled Segment Information of “Notes to businesses of all types - from small service and manufacturing companies to major corporations that employ thousands of people.

Consolidated Condensed Financial Statements.”

New Accounting Pronouncement

At February 28,As of June 1, 2007, Cintas had adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes an equity compensation plan,interpretation of FASB Statement No. 109 (FAS 109), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FAS 109, Accounting for Income Taxes.  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As a result of the implementation of FIN 48, Cintas recorded a decrease to opening retained earnings as of June 1, 2007, of $13.7 million.  Cintas’ adoption of FIN 48 is more fully described in Note 6 entitled Stock-Based CompensationIncome Taxes of “Notes to Consolidated Condensed Financial Statements.” Prior to June 1, 2006, Cintas accounted for this plan under the intrinsic value method proscribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations, as permitted by FASB Statement No. 123, 157, Accounting for Stock-Based CompensationFair Value Measurements. Effective June 1, 2006, Cintas adopted the (FAS 157), defines fair value, recognition provisionsestablishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements.  FAS 157 is effective for fiscal years beginning after November 15, 2007. Cintas is currently assessing the impact of FAS 157 on its consolidated financial statements.
FASB Statement No. 123(R)159, Fair Value Option for Financial Assets and Financial Liabilities (FAS 159), Share-Based Payment, usingallows for voluntary measurement of many financial assets and financial liabilities at fair value.  FAS 159 is effective for fiscal years beginning after November 7, 2007. Cintas is currently assessing the impact of FAS 159 on its consolidated financial statements.
 
25

modified-retrospective transition method. Under that transition method, all prior periods have been restated based on the amounts previously calculated in the pro forma footnote disclosures required by Statement 123. Statement 123(R) requires all share-based payments to employees, including stock options, to be recognized as an expense in the statement of income based on their fair values. Due to this restatement, Cintas’ income before income taxes and net income decreased by $1.2 million for the three months ended February 28, 2006, and $3.4 million for the nine months ended February 28, 2006. This adoption lowered basic earnings per share for the third quarter of fiscal 2006 from $0.47 per share to $0.46 per share for the quarter. Likewise, diluted earnings per share for the third quarter of fiscal 2006 were lowered from $0.46 per share to $0.45 for the quarter. This adoption also lowered basic earnings per share year-to-date from $1.40 per share to $1.38 per share. In addition, diluted earnings per share year-to-date were lowered from $1.39 per share to $1.37 per share. The cumulative effect of the change on total shareholders’ equity as of May 31, 2006, was less than $1,000.

As a result of adopting Statement 123(R) on June 1, 2006, Cintas’ income before income taxes and net income for the nine months ended February 28, 2007, are $2.7 million and $1.7 million lower than if Cintas had continued to account for share-based compensation under Opinion 25. Basic earnings per share are $.02 lower and diluted earnings per share are $.01 lower for the nine months ended February 28, 2007, than if Cintas had continued to account for share-based compensation under Opinion 25.

Three Months Ended FebruaryAugust 2007 Compared to Three Months Ended FebruaryAugust 2006

Revenue, Expenses and Income

Revenue Comparison

Total revenue increased 8.2%6.0% for the three months ended February 28,August 31, 2007, over the same period in fiscal 2006.2007.  Internal growth for this period was 4.5%4.2%. The remaining 3.7%1.8% represents growth derived mainly through the acquisitions of uniform and mat rental businesses in our RentalsRental Uniforms and Ancillary Products operating segment, our First Aid, Safety and Fire Protection Services operating segment and acquisitions of first aid, safetyour Document Management Services operating segment.

Rental Uniforms and fire protection businesses and document management businesses within our Other Services segment.
Net RentalsAncillary Products revenue increased 5.4%3.3% for the three months ended February 28,August 31, 2007, over the same period in the prior fiscal year.  RentalsThis operating segmentsegment’s internal growth for the thirdfirst quarter of fiscal 20072008 was 3.0% as compared to the three months ended February 28,August 31, 2006.  The Net Rentals revenue internal growth is primarily due to the sale of new rental programs to customers, offset by lost business.  The remaining growth was generated primarily through the acquisition of uniform and mat rental businesses.

Other Services revenue increased 16.9%14.2% for the three months ended February 28,August 31, 2007, over the same period in the prior year.  Other Services operating segment internal growth for the thirdfirst quarter of fiscal 20072008 was 9.3%7.8% as compared to the three months ended February 28,August 31, 2006.  This internal growth was generated primarily through the increased direct sale of uniforms to national customers and increased sales of first aid, safety and safetyfire protection products and services and document management services to customers. The additional growth was generated through a combination of acquisitions of first aid, safety and fire protection businesses and document management businesses.

The Other Services revenue consists of revenue from the reportable operating segments of Uniform Direct Sales, First Aid, Safety and Fire Protection Services and Document Management Services.  Uniform Direct Sales operating segment revenue increased 1.5% for the three months ended August 31, 2007, over the same period in fiscal 2007.  There were no acquisitions in the Uniform Direct Sales operating segment during the three months ended August 31, 2007.  First Aid, Safety and Fire Protection Services operating segment revenue increased 15.8% for the three months ended August 31, 2007.  This operating segment’s internal growth for the period was 7.7% over the same period last fiscal

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year.  The internal growth was negatively impacted by lower than anticipated fire suppression system installation revenue within Fire Protection.  The remaining growth was generated through the acquisition of first aid, safety and fire protection businesses.  Document Management Services operating segment revenue increased 78.1% for the three months ended August 31, 2007, over the same period in fiscal 2007.  This operating segment’s internal growth for the period was 43.2% over the same period last fiscal year, and the remaining growth was generated through the acquisition of document management businesses.

Expense Comparison

Cost of rentalsrental uniforms and ancillary products consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other rental items.  Cost of rentalsrental uniforms and ancillary products increased 5.9%3.5% for the three months ended February 28,August 31, 2007, as compared to the three months ended February 28,August 31, 2006.  This increase reflects a riseincreases in material costs of $8.6$6.8 million and in delivery labor of $5.4 million due to increased Rentals revenueRental Uniforms and an increase in delivery labor of $8.7 million due to increased Rentals revenue and the introduction of our restroom cleaning service. These increases were offset by an 8.2% decrease in Rentals energy costs from approximately $28 million in the three months ended February 28, 2006, to approximately $26 million in the three months ended February 28, 2007.
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Ancillary Products revenue.

Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses.expenses in the Uniform Direct Sales operating segment, the First Aid, Safety and Fire Protection Services operating segment and the Document Management Services operating segment.  Cost of other services increased 11.7%$14.9 million, or 10.2%, for the three months ended February 28,August 31, 2007, as compared to the three months ended February 28,August 31, 2006.  This increase was mainly due to increased Other Services volume.  Cost of uniform direct sales in this segment. Gross margin within this segment may fluctuate depending on the type of product or service sold, as more cost efficient sourcing is employed and as products which require additional services or specialization generate higher gross margins. For example, tailored garments that incorporate high levels of design and customization tend to generate higher gross margins than work wear and standard catalog items. The current quarter’s gross margin is 38.1%, which is slightly higher than the expected range of 32% to 37% for this segment. However, the gross marginincreased $1.0 million for the ninethree months ended February 28,August 31, 2007, continuesdue to be withinincreased Uniform Direct Sales volume.  Cost of first aid, safety and fire protection services increased $6.4 million for the expected range.three months ended August 31, 2007, due to increased First Aid, Safety and Fire Protection Services volume.  Cost of document management services increased $7.4 million for the three months ended August 31, 2007, due to increased Document Management Services volume.

Selling and administrative expenses increased 12.8%13.3% for the three months ended February 28,August 31, 2007, as compared to the three months ended February 28,August 31, 2006.  In order to accelerate revenue growth, we continue to increaseinvest in our sales force,organization and continue to increase our marketing plans and sales promotions. We have also reorganized our sales efforts this fiscal year to become more efficient and productive.  These measures combined to increase our selling costs by $10.7$17.0 million over the prior year.  Share-based compensation expense was $2.1 for the three months ended August 31, 2007, which was an increase of $2.7 million from last year.  The costshare-based compensation expense last year of providing medical and retirement benefits($0.6) million included a cumulative catch-up adjustment of $2.2 million due to our employees increased $7.4 million, representing a 21.4% increase over the prior year.change in estimated forfeitures for certain equity awards.  In addition, administrative expenses increased by $2.1$4.4 million as a result of an increase in professional services relating to legal and the outsourcing of certain human resource functions. Administrative expenses also increased by $1.9 million due to the amortization of intangibles obtained with new acquisitions.other professional services.

Net interest expense (interest expense less interest income) was $10.2$11.4 million for the three months ended February 28,August 31, 2007, compared to $5.3$10.9 million for the same period in the prior fiscal year.  This increase in net interest expense is primarily due to the increased level of borrowing used to fund acquisitions and to fund the stockshare buyback program.

Income before income taxes decreased $6.2 million, or 4.5%, for the three months ended August 31, 2007, as compared to the three months ended August 31, 2006.  Income before income taxes decreased $9.3 million for the Rental Uniforms and Ancillary Products operating segment and decreased $0.8 million for the Uniform Direct Sales operating segment for the period compared to the same period last fiscal year, primarily as a result of the increased investment in our sales organization and increases in our marketing plans and sales promotions.  Income before income taxes for the First Aid, Safety and Fire Protection Services operating segment increased $1.4 million for the period compared to the same period last fiscal year, primarily as a result of increased operating segment revenue.  Income before income taxes for the Document Management Services operating segment increased $2.9 million for the period compared to the same period last fiscal year, primarily as a result of increased operating segment revenue.

Cintas’ effective tax rate is 37.3% for the three months ended February 28,August 31, 2007, which is consistent with the first half of fiscal 2007. This effective tax rate is lower than the effective tax rate of 37.8%August 31, 2006.

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Income Comparison

Net income decreased 4.6% for the three months ended February 28, 2006,August 31, 2007, from the same period in fiscal 2007, primarily due to the increased investment in our sales organization and increases in our marketing plans and sales promotions as a result of changes in state tax rates.

Income Comparison

Net income increased 0.2%described above.  Diluted earnings per share decreased 3.8% for the three months ended February 28,August 31, 2007, over the same period in fiscal 2006, primarily due to revenue growth. Diluted earnings per share increased 6.7% for the three months ended February 28, 2007, overfrom the same period in the prior fiscal year. This increase is greater than the net income increase of 0.2% due to the impact of the stock buyback program.


Nine Months Ended February 2007 Compared to Nine Months Ended February 2006

Revenue, Expenses and Income

Revenue Comparison

Total revenue increased 9.9% for the nine months ended February 28, 2007, over the same period in fiscal 2006. Internal growth for this period was 5.6%. The remaining 4.3% represents growth derived mainly through the acquisitions of uniform and mat rental businesses in our Rentals segment and acquisitions of first aid, safety and fire protection businesses and document management businesses within our Other Services segment.
Net Rentals revenue increased 7.8% for the nine months ended February 28, 2007, over the same period in the prior fiscal year. Rentals operating segment internal growth through the third quarter of fiscal 2007 was 4.8% as compared to the nine months ended February 28, 2006. The net Rentals revenue growth is primarily due to the sale of new rental programs to customers, offset by lost business. The remaining growth was generated primarily through the acquisition of uniform and mat rental businesses.
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Other Services revenue increased 16.6% for the nine months ended February 28, 2007, over the same period in the prior year. Other Services operating segment internal growth through the third quarter of fiscal 2007 was 8.2% as compared to the nine months ended February 28, 2006. This internal growth was generated primarily through the increased direct sale of uniforms to national customers and increased sales of first aid and safety products and services and document management services to customers. The additional growth was generated through a combination of acquisitions of first aid, safety and fire protection businesses and document management businesses.

Expense Comparison

Cost of rentals consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other rental items. Cost of rentals increased 8.6% for the nine months ended February 28, 2007, as compared to the nine months ended February 28, 2006, reflecting the growth in Rentals revenue. In addition, we incurred $3.7 million in impairment and other related charges due to the closing of a Detroit, Michigan Rental processing plant. Partially offsetting these increased costs was an insurance recovery of $1.9 million representing receipt of the final settlement of our claims related to the hurricanes which occurred in fiscal 2006. As a result of these items, cost of rentals increased as a percent of Rentals revenue to 55.4% for the nine months ended February 28, 2007, as compared to 55.0% for the nine months ended February 28, 2006.

Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses. Cost of other services increased 12.3% for the nine months ended February 28, 2007, as compared to the nine months ended February 28, 2006. This increase was mainly due to increased sales in this segment. Gross margin within this segment may fluctuate depending on the type of product or service sold, as more cost efficient sourcing is employed and as products which require additional services or specialization generate higher gross margins. For example, tailored garments that incorporate high levels of design and customization tend to generate higher gross margins than work wear and standard catalog items. The gross margin for the nine months ended February 28, 2007, is 36.7%, which is in line with the expected range of 32% to 37% for this segment.

Selling and administrative expenses increased 11.3% for the nine months ended February 28, 2007, as compared to the nine months ended February 28, 2006. Selling and administrative expenses as a percent of revenue increased 0.4% for the nine months ended February 28, 2007, as compared to the nine months ended February 28, 2006. In order to accelerate revenue growth, we continue to increase our sales force, marketing plans and sales promotions. We have also reorganized our sales efforts this fiscal year to become more efficient and productive. These measures combined to increase our selling costs by $20.8 million over the prior year. The cost of providing medical and retirement benefits to our employees increased $22.2 million, representing a 21.9% increase over the prior year. In addition, administrative expenses increased by $6.4 million as a result of an increase in professional services relating to legal and the outsourcing of certain human resource functions. Administrative expenses also increased by $5.9 million due to the amortization of intangibles obtained with new acquisitions.

Net interest expense (interest expense less interest income) was $32.0 million for the nine months ended February 28, 2007, compared to $17.1 million for the same period in the prior fiscal year. This increase in net interest expense is primarily due to the increased level of borrowing used to fund acquisitions and to fund the stock buyback program.

Cintas’ effective tax rate is 37.3% for the nine months ended February 28, 2007. This effective tax rate is lower than the effective tax rate of 37.6% for the nine months ended February 28, 2006, as a result of changes in state tax rates.

Income Comparison

Net income increased 5.3% for the nine months ended February 28, 2007, over the same period in fiscal 2006, primarily due to revenue growth. Diluted earnings per share increased 10.9% for the nine months ended February 28, 2007, over the same period in the prior fiscal year. This increase is greater than the net income increase of 5.3% due to the impact of the stock buyback program.

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FinancialCondition

At February 28,August 31, 2007, there was $157Cintas had $138.3 million in cash, cash equivalents and marketable securities, a decrease of $84$17.1 million from May 31, 2006.2007.  This decrease was primarily due to pre-funding of employee medical costs and the purchasing of our company stock, as discussed below.costs.  Capital expenditures were approximately $129$45.3 million for the ninethree months ended February 28,August 31, 2007.  We expect capital expenditures for the year to be between $160$170.0 and $170$190.0 million.  Cash, cash equivalents and marketable securities are expected to be used to finance future acquisitions, capital expenditures, expansion and additional purchases under the stockshare buyback program as detailed below.  We believe that our current cash position, funds generated from operations and the strength of our banking relationships provides sufficient means to meet our anticipated operational and capital requirements.

Net property and equipment increased by $37$13.0 million from May 31, 20062007 to February 28,August 31, 2007, due to our continued investment in rental facilities and equipment.  AtCintas opened one new rental facility in the end of the thirdfirst quarter of fiscal 2007, Cintas2008 and had threean additional six uniform rental facilities under construction.

In May 2005, Cintas announced that the Board of Directors authorized anda $500.0 million share buyback program at market prices.  In July 2006, Cintas announced a $500 million stock buyback program. This program was essentially completed duringthat the first quarter of fiscal 2007. The Board of Directors approved anthe expansion of thisits share buyback program in July, 2006 by an additional $500 million. For the three months ended February 28, 2007, Cintas purchased approximately 1.4 million shares of Cintas stock at an average price of $40.68 per share for a total purchase price of approximately $57$500.0 million.  From the inception of the stockshare buyback program through February 28,September 30, 2007, Cintas has purchased a total of approximately 14.2 million shares of Cintas common stock, or approximately 8% of the total shares outstanding at the beginning of the program, at an average price of $40.89 per share for a total purchase price of approximately $580$580.6 million.  The Board of Directors did not specify an expiration date for this program.

Following is information regarding Cintas' long-term contractual obligations and other commitments outstanding as of February 28,August 31, 2007:
(In thousands) 
Payments Due by Period
 
Long-term contractual obligations
 
Total
  
One year
or less
  
Two to
three
years
  
Four to
five years
  
After five
Years
 
                
Long-term debt (1) $879,044  $3,534  $1,355  $394,007  $480,148 
Capital lease obligations (2)  1,639   627   532   240   240 
Operating leases (3)  70,279   21,319   28,483   13,661   6,816 
Interest payments (4)  587,776   51,240   104,360   58,521   373,655 
Interest swap agreements (5)  ----   ----   ----   ----   ---- 
Unconditional purchase obligations  ----   ----   ----   ----   ---- 
Total contractual cash obligations $1,538,738  $76,720  $134,730  $466,429  $860,859 

(In thousands) Payments Due by Period 
Long-term contractual obligations  Total  
One year
or less
  
Two to
three
years
  
Four to
five years
  
After five
years
 
                 
Long-term debt (1) $881,634 $228,526 $171,410 $1,240 $480,458 
Capital lease obligations (2)  1,881  613  788  240  240 
Operating leases (3)  53,606  16,085  21,536  10,185  5,800 
Interest payments (4)  539,985  41,780  58,755  58,528  380,922 
Interest swap agreements (5)  ----  ----  ----  ----  ---- 
Unconditional purchase obligations  ----  ----  ----  ----  ---- 
Total contractual cash obligations $1,477,106 $287,004 $252,489 $70,193 $867,420 

Cintas also makes payments to defined contribution plans.  The amounts of contributions made to the plans are made at the discretion of Cintas.  Future contributions are assumed to increase 15%10% annually.  Assuming this 15%10% increase, payments due in one year or less would be $31,791,$31,986, two to three years would be $78,602$73,887 and four to five years would be $103,951.$89,404.  Payments for years thereafter are assumed to continue increasing by 15%10% each year.

(1)Long-term debt primarily consists of $700,000$475,000 in long-term notes including $225,000 of long-term debt due within one year.and $392,750 in commercial paper.
(2)Capital lease obligations are classified as debt on the consolidated balance sheet.sheets.
(3)Operating leases consist primarily of building leases and a synthetic lease on a corporate jet.

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(4)Interest payments include interest on both fixed and variable rate debt.  Rates have been assumed to remain constant for the remainder of fiscal 2007, increase 25 basis points in fiscal 2008, an additional 25 basis points in fiscal 2009 and then remain constant in future years.
(5)Reference Note 5 entitled Debt, Derivatives and Hedging Activities of “Notes to Consolidated Condensed Financial Statements” for a detailed discussion of interest swap agreements.
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(In thousands) Amount of Commitment Expiration Per Period  
Amount of Commitment Expiration Per Period
 
Other commercial commitments  Total  
One year
or less
  
Two to
three
years
  
Four to
five years
  
After five
years
  
Total
  
One year
or less
  
Two to
three
years
  
Four to
five years
  
After five
Years
 
                           
Lines of credit (1) $400,000 $---- $---- $400,000 $----  $600,000  $----  $----  $600,000  $---- 
Standby letter of credit (2)  75,448 75,432 16 ---- ----   78,155   78,155   ----   ----   ---- 
Guarantees  ---- ---- ---- ---- ----   ----   ----   ----   ----   ---- 
Standby repurchase obligations  ---- ---- ---- ---- ----   ----   ----   ----   ----   ---- 
Other commercial commitments  ----  ----  ----  ----  ----   ----   ----   ----   ----   ---- 
Total commercial commitments $475,448 $75,432 $16 $400,000 $----  $678,155  $78,155  $----  $600,000  $---- 

(1)Back-up facility for the commercial paper program.
(2)Support certain outstanding long-term debt and self-insured workers' compensation and general liability insurance programs.

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

Litigation and Other Contingencies

Cintas is subject to legal proceedings and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims.  In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions, will not have a material adverse effect on the consolidated financial position or results of operations of Cintas.  Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

Cintas is a defendant in a purported class action lawsuit, Paul Veliz, et al. v. Cintas Corporation, filed on March 19, 2003, in the United States District Court, Northern District of California, Oakland Division, alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom Cintas considers exempt employees, and asserting additional related ERISA claims.  On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington, West Virginia and Wisconsin.  The plaintiffs are seeking unspecified monetary damages, injunctive relief or both.  Cintas denies these claims and is defending the plaintiffs’ allegations.  On February 14, 2006, the court ordered a majority of the opt-in plaintiffs to arbitrate their claims in accordance with the terms of their Cintas employment agreement.  On February 14, 2006, the court also permitted plaintiffs to file a second amended complaint alleging state law claims in the 15 states listed above only with respect to the putative class members that may litigate their claims in court.  No determination has been made by the court or an arbitrator regarding class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  If a court or arbitrator certifies a class in this action and there is an adverse verdict on the merits, or in the event of a negotiated settlement of the action, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas.  Any estimated liability relating to this lawsuit is not determinable at this time.

Cintas also is a defendant in a purported class action lawsuit, Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), filed on May 10, 2004, and pending in the United States District Court, Eastern District of Michigan, Southern Division (“Division.  Serrano”). Serrano alleges that Cintas discriminated

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against women in hiring into various SSRservice sales representative positions across all divisions of Cintas throughout the United States.  On November 15, 2005, the Equal Employment Opportunity Commission (“EEOC”)(EEOC) intervened in the Serrano lawsuit.  The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  Cintas is a defendant in another purported class action lawsuit, Nelly Blanca Avalos, et al. v. Cintas Corporation (Avalos), currently pending in the United States District Court, Eastern District of Michigan, Southern Division (“Division.  Avalos”). Avalos alleges that Cintas discriminated against
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women, African-Americans and Hispanics in hiring into various SSRservice sales representative  positions in Cintas’ Rental division only throughout the United States.  On April 27, 2005, the EEOC intervened in the claims asserted in Avalos.  The Avalos plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  The claims in Avalos originally were brought in the previously disclosed lawsuit captioned Robert Ramirez, et al. v. Cintas Corporation (Ramirez), filed on January 20, 2004, in the United States District Court, Northern District of California, San Francisco Division (“Ramirez”).Division.  On May 11, 2006, however, those claims were severed from Ramirez and transferred to the Eastern District of Michigan, Southern Division, where the case was re-named Avalos.  On July 10, 2006, Avalos and Serrano were consolidated for all pretrial purposes, including proceedings on class certification.  The consolidated case is known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos), and remains pending in the United States District Court, Eastern District of Michigan, Southern Division (“Serrano/Avalos”).Division.  No filings or determinations have been made in Serrano/Avalos as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  The non-SSRnon-service sales representative hiring claims in the previously disclosed Ramirez case that have not been dismissed remain pending in the Northern District of California, San Francisco Division, but were ordered to arbitration and stayed pending the completion of arbitration.  The Ramirez purported class action claims currently in arbitration include allegations that Cintas failed to promote Hispanics into supervisory positions, discriminated against African-Americans and Hispanics in SSRservice sales representative route assignments and discriminated against African-Americans in hourly pay in Cintas’ Rental division only throughout the United States.  The Ramirez plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  No filings or determinations have been made in Ramirez as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  On February 20, 2007, the plaintiffs Colleen Grindle et al. filed a separate lawsuit in the Court of Common Pleas, Wood County, Ohio, captioned Colleen Grindle, et al. v. Cintas Corporation (Grindle), on behalf of a class of female employees at Cintas’ Perrysburg, Ohio location who allegedly were denied hire, promotion or transfer to service sales representative positions on the basis of their gender.  The Grindle plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  No filings or determinations have been made in Grindle as to class certification.  There can be no assurance as to whether a class will be certified or, if a class is certified, as to the geographic or other scope of such class.  In addition, a class action lawsuit, Larry Houston, et al. v. Cintas Corporation (Houston), was filed on August 3, 2005, in the United States District Court for the Northern District of California on behalf of African-American managers alleging racial discrimination (“Houston”).discrimination.  On November 22, 2005, the court entered an order requiring the named plaintiffs in the Houston lawsuit to arbitrate all of their claims for monetary damages.  If there is an adverse verdict or a negotiated settlement of all or any of these actions, the resulting liability and/or any increased costs of operations on an ongoing basis could be material to Cintas.  Any estimated liability relating to these proceedings is not determinable at this time.

Several otherOther similar administrative proceedings are pending including two charges filed on November 30, 2004, by an EEOC Commissioner with the EEOC Systemic Litigation Unit alleging:  (i) failure to hire and assign females to production job positions; and (ii) failure to hire females, African-Americans and Hispanics into the Management Trainee program.  The investigations of these allegations are pending and no determinations have been made.  On August 29, 2006, the EEOC Indianapolis District Office issued a dismissal and notice of rights and closed its file on the Clifton Cooper charge served on Cintas on March 23, 2005, by Mr. Cooper on behalf of himself and a similarly situated class with the EEOC Systemic Litigation Unit alleging discriminatory pay and treatment due to race.  Mr. Cooper’s claims are now part of the Houston arbitration matter disclosed hereinabove.

Cintas is also a defendant in a lawsuit, J. Lester Alexander, III vs.v. Cintas Corporation, et al., which was originally filed on October 25, 2004, and is currently pending in the Circuit Court of Randolph County, Alabama.  The case was brought by J. Lester Alexander, III, the Chapter 7

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Trustee (the “Trustee”)Trustee) of Terry Manufacturing Company, Inc. ("TMC")(TMC) and Terry Uniform Company, LLC ("TUC")(TUC), against Cintas in Randolph County, Alabama.  The Trustee seeks damages against Cintas for allegedly breaching fiduciary duties to TMC and TUC and for allegedly aiding and abetting breaches of fiduciary duties by others to those entities.  The complaint also includes allegations that Cintas breached certain limited liability company agreements, or alternatively, misrepresented its intention to perform its obligations in those agreements and acted as alter egos of the bankrupt TMC and is therefore liable for all of TMC's debts.  The Trustee is seeking $50 million in compensatory damages and $100 million in punitive damages.  Cintas denies these claims and is vigorously defending itself against all claims in the complaint.   Cintas filed counterclaims against J. Lester Alexander, III and cross claims against Roy Terry, Rudolph Terry and Cotina Terry (collectively referred to herein as the Individual Co-Defendants). The Individual Co-Defendants have filed cross claims against Cintas alleging fraudulent inducement, breach of fiduciary duty, negligence and wantonness. If there is an adverse verdict on the merits or in the event of a negotiated settlement of this lawsuit, the resulting liability could be material to Cintas.  Any estimated liability relating to this lawsuit is not determinable at this time.

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The litigation discussed above, if decided adversely to or settled by Cintas, may, individually or in the aggregate, result in liability material to Cintas’ financial condition or results of operations.  Cintas may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if it believes such settlement is in the best interestsinterest of Cintas’ shareholders.
 
Outlook

As we look forward toOur outlook is positive for the remainder of fiscal 2008.  In fiscal 2007, our outlook remains positive, but guarded. In an effort to further increase our revenue, we have reorganized our sales efforts to become more efficient and productive.  In the short term, this change has caused disruption due to the promotion of many high-performing sales reps into management jobs, the time to train them in their new roles and the time necessary to develop their newly hired replacements. We anticipate the full benefit of this new organization will be felt as theseOur new sales representatives becomeorganization is now fully productive.staffed and operational.  We believe that the initial disruption in new business sales caused by the reorganization is behind us, and we are beginning to see an improvement in new business results.  We expect the new sales organization to continue to gain strength and momentum as we progress through the rest of fiscal 2008.

We will also continue searching out additional products and services to become an even more valuable resource for our customers.  We believe that the high level of customer service provided by our employee-partners and supported by our infrastructure, quality products, financial resources and corporate culture will provide for continued business success.  As such, we see upside potential for all of our business units.  Although difficult to predict, we anticipate continued growth in all of our business units.operating segments.

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

When appropriate opportunities arise, we will supplement our internal growth with strategic acquisitions.

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

For the remainder of fiscal year 2007,2008, we expect our effective tax rate to be consistent with that of the ninethree months ended February 28, 2007.

We will continue to evaluate the opportunities for executing the stock buyback program that was approved by the Board of Directors in May, 2005 and expanded in the first quarter of fiscalAugust 31, 2007.

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

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




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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In our normal operations, Cintas has market risk exposure to interest rates.  This market risk exposure to interest rates has been previously disclosed on page 28 of our most recent Form 10-K.

Through its foreign operations, Cintas is exposed to foreign currency risk.  Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign denominated revenue and profit translated into U.S. dollars.  The primary foreign currency to which Cintas is exposed is the Canadian dollar.  Cintas does not currently use forward exchange contracts to limit potential losses in earnings or cash flows from foreign currency exchange rate movements.


ITEM 4.
CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

With the participation of Cintas’ management, including Cintas’ Chief Executive Officer and President, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of February 28,August 31, 2007.  Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer and President, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas’ disclosure controls and procedures were effective as of February 28,August 31, 2007, in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas’ management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


Internal Control over Financial Reporting

There were no changes in Cintas’ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended February 28,August 31, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. See “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages 29 and 30 of our most recent Form 10-K.




















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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 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.  We cannot guarantee that any forward-looking statement will be realized.  These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report.  Factors that might cause such a difference include, but are not limited to, the possibility of greater than anticipated operating costs including energy costs, lower sales volumes, loss of customers due to outsourcing trends, the performance and costs of integration of acquisitions,, fluctuations in costs of materials and labor including increased medical costs, costs and possible effects of union organizing activities, failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products, the disruption of operations from catastrophic events, changes in federal and state tax laws and the reactions of competitors in terms of price and service.  Cintas undertakes no obligation to update any forward-looking statements whether as a result of new information or to reflect events or circumstances arising after the date on which they are made.

Also note that we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our businesses in Part II, Item 1A, of this Quarterly Report and in our Annual Report on Form 10-K for the year ended May 31, 2006.2007. These are factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. 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.  Consequently, you should not consider the risk factors identified in Part II, Item 1A, in this Quarterly Report and in our Form 10-K for the year ended May 31, 2006,2007, to be a complete discussion of all potential risks or uncertainties.uncertainties.
























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CINTAS CORPORATION

Part II.  Other Information


Item 1.      Legal Proceedings

I. Supplemental Information:  We discuss certain legal proceedings pending against us in Part I of this Quarterly Report on Form 10-Q under the caption “Item 1. Financial Statements,” in Note 8 to our financial statements, which is captioned “Litigationentitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements,” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Litigation and Other Contingencies.”  We refer you to those discussions for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.  We provide the following additional information concerning those legal proceedings which sets forth the name of the lawsuit, the court in which the lawsuit is pending and the date on which the petition commencing the lawsuit was filed.

Wage and Hour Litigation: Paul Veliz, et al. v. Cintas Corporation, United States District Court, Northern District of California, Oakland Division, March 19, 2003.  On August 23, 2005, an amended complaint was filed alleging additional state law wage and hour claims under the following state laws: Arkansas, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, New Mexico, Ohio, Oregon, Pennsylvania, Rhode Island, Washington, West Virginia and Wisconsin.  On February 14, 2006, the court permitted plaintiffs to file a second amended complaint alleging state law claims in the 15 states listed above only with respect to the putative class members that may litigate their claims in court.

Race and Gender Litigation and Related Charges: Robert Ramirez, et al. v. Cintas Corporation (Ramirez), United States District Court, Northern District of California, San Francisco Division, January 20, 2004;2004, alleging class action claims of race, national origin and gender discrimination in hiring, promotion and pay; On April 27, 2005, the EEOCEqual Employment Opportunity Commission (EEOC) intervened in some of the claims in Ramirez; Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), United States District Court for the Eastern District of Michigan, Southern Division, May 10, 2004;2004, alleging class action claims of gender discrimination in hiring into service sales representative positions; On November 15, 2005, the EEOC intervened in Serrano; On May 11, 2006, the Ramirez African-American, Hispanic and female failure to hire into service sales representative positionpositions claims and the EEOC’s intervention were transferred to the Eastern District of Michigan, Southern Division; TheSerrano case, the remaining claims in Ramirez were dismissed or compelled to arbitration; On July 10, 2006, the claims that were transferred from Ramirez to the Eastern District of Michigan, Southern Division were consolidated with the Serrano case for pretrial purposes and the case was renamed Mirna E. Serrano/Blanca Nelly Avalos,Colleen Grindle, et al. v. Cintas Corporation;Corporation, Court of Common Pleas, Wood County, Ohio, February 20, 2007, alleging class action claims on behalf of female employees at Cintas’ Perrysburg, Ohio rental location who allegedly were denied hire, promotion or transfer into service sales representative positions; Larry Houston, et al. v. Cintas Corporation (Houston), United States District Court for the Northern District of California, August 3, 2005; On November 22, 2005, the named plaintiffs in Houston were ordered to arbitration andarbitration; EEOC charges filed by an EEOC Commissioner on November 30, 2004, with the EEOC Systemic Litigation Unit. On August 29, 2006, the EEOC issued a dismissal and notice of rights and closed its file on the previously disclosed class action charge filed by Clifton Cooper on March 23, 2005, with the EEOC Systemic Litigation Unit.Unit; Mr. Cooper’s claims are now part of the Houston arbitration matter; EEOC Commissioner’s charge filed on November 30, 2004, with the EEOC Systemic Litigation Unit alleging:  (i) failure to hire and assign females to production job positions; and (ii) failure to hire females, African-Americans and Hispanics into the Management Trainee program.

Breach of Fiduciary Duties:  J. Lester Alexander, III vs.v. Cintas Corporation,Corp., et al., Circuit Court, Randolph County, Alabama, Circuit Court, October 25, 2004.







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Item 1A.      Risk Factors

The risks described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended May 31, 2006,2007, describe risks that could materially and adversely affect our business, financial condition and results of operations and the trading price of our debt or equity securities could decline.  These risks are not the only risks that we face.  Our business, financial condition and results of operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c) On May 2, 2005, Cintas announced that the Board of Directors authorized a $500 million stock buyback program at market prices. In July 2006, Cintas announced that the Board of Directors approved the expansion of its share buyback program by an additional $500 million. The Board did not specify an expiration date for this program.

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of the publicly announced planMaximum approximate dollar value of shares that may yet be purchased under the plan
December 2006250,000$40.1013,046,485$466,402,264
     
January 2007850,838$40.5813,897,323$431,875,381
     
February 2007300,000$41.4614,197,323$419,438,500
     
Total1,400,838$40.6814,197,323$419,438,500

For the three months ended February 28, 2007, Cintas purchased 1,400,838 shares of Cintas stock at an average price of $40.68 per share for a total purchase price of approximately $57 million. From the inception of the stock buyback program through February 28, 2007, Cintas has purchased a total of approximately 14.2 million shares of Cintas stock at an average price of $40.89 per share for a total purchase price of approximately $580 million. The maximum approximate dollar value of shares that may yet be purchased under the plan as of February 28, 2007, is $419,438,500.
 
During the thirdfirst quarter of fiscal 2007,2008, Cintas also acquired 30,87047,935 shares as payment received from employees upon the exercise of options under the stock option plan.
 

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Item 5. Other Information

On January 16, 2007, Cintas declared an annual cash dividend of $.39 per share on outstanding common stock, an 11.4 percent increase over the dividends paid in the prior year. The dividend was paid on March 13, 2007, to shareholders of record as of February 6, 2007.


Item 6.Exhibits
 
31.1  Certification of Principal Executive Officer required by Rule
31.1    Certification of Principal Executive Officer required by Rule 13a-14(a)
31.2    Certification of Principal Financial Officer required by Rule 13a-14(a)
31.2  Certification of Principal Financial Officer required by Rule
32.1    Section 1350 Certification of Chief Executive Officer
13a-14(a)32.2    Section 1350 Certification of Chief Financial Officer
32.1  Section 1350 Certification of Chief Executive Officer

32.2  Section 1350 Certification of Chief Financial Officer









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Signatures


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

CINTAS CORPORATION
(Registrant)
   
CINTAS CORPORATION
             (Registrant)



Date:  AprilOctober 5, 2007By:/s/William C. Gale
 
William C. Gale
Senior Vice President and Chief Financial Officer
(Chief Accounting Officer)


 





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