Business Strategy



Cintas helps more than one million businesses of all types and sizes, primarily
in the United States (U.S.), as well as Canada and Latin America, get READY™ to
open their doors with confidence every day by providing a wide range of products
and services that enhance our customers' image and help keep their facilities
and employees clean, safe and looking their best. With products and services
including uniforms, mats, mops, restroom supplies, first aid and safety
products, fire extinguishers and testing, and safety training, Cintas helps
customers get Ready for the Workday®. Cintas is also the creator of the Total
Clean Program™ - a first-of-its-kind service that includes scheduled delivery of
essential cleaning supplies, hygienically clean laundering, and sanitizing and
disinfecting products and services.

We are North America's leading provider of corporate identity uniforms through
rental and sales programs, as well as a significant provider of related business
services, including entrance mats, restroom cleaning services and supplies,
first aid and safety services and fire protection products and services.

Cintas' principal objective is "to exceed customers' expectations in order to
maximize the long-term value of Cintas for shareholders and working partners,"
and it provides the framework and focus for Cintas' business strategy. This
strategy is to achieve revenue growth for all our products and services by
increasing our penetration at existing customers and by broadening our customer
base to include market segments to which we have not historically served. We
will also continue to identify additional product and service opportunities for
our current and future customers.

To pursue the strategy of increasing penetration, we have a highly talented and
diverse team of service professionals visiting our customers on a regular basis.
This frequent contact with our customers enables us to develop close personal
relationships. The combination of our distribution system and these strong
customer relationships provides a platform from which we launch additional
products and services.

We pursue the strategy of broadening our customer base in several ways. Cintas
has a national sales organization introducing all its products and services to
prospects in all market segments. Our broad range of products and services
allows our sales organization to consider any type of business a prospect. We
also broaden our customer base through geographic expansion. Finally, we
evaluate strategic acquisitions as opportunities arise.

Results of Operations



Cintas classifies its business into two reportable operating segments and places
the remainder of its operating segments in an All Other category. Cintas' two
reportable operating segments are Uniform Rental and Facility Services and First
Aid and Safety Services. The Uniform Rental and Facility Services reportable
operating segment consists of the rental and servicing of uniforms and other
garments including flame resistant clothing, mats, mops and shop towels and
other ancillary items. In addition to these rental items, restroom cleaning
services and supplies and the sale of items from our catalogs to our customers
on route are included within this reportable operating segment. The First Aid
and Safety Services reportable operating segment consists of first aid and
safety products and services. The remainder of Cintas' business, which consists
of the Fire Protection Services operating segment and the Uniform Direct Sale
operating segment, is included in All Other. These operating segments consist of
fire protection products and services and the direct sale of uniforms and
related items. Cintas evaluates operating segment performance based on revenue
and income before income taxes. Revenue and income before income taxes for the
three and nine months ended February 28, 2022 and 2021, for the two reportable
operating segments and All Other are presented in   Note 12   entitled Segment
Information of "Notes to Consolidated Condensed Financial Statements."

We have operations throughout the U.S. and Canada and participate in a global
supply chain. During most of fiscal 2021, the existence of the novel strain of
coronavirus (COVID-19) pandemic, the fear associated with the COVID-19 pandemic
and the reactions of governments around the world in response to the COVID-19
pandemic to regulate the flow of labor and products and impede the business of
our customers, impacted our ability to conduct normal business operations, which
had an adverse effect on our business. Many of Cintas' customers were also
impacted by the COVID-19 pandemic, and we saw an impact on some customer's
ability to pay timely. While there was
                                       24

--------------------------------------------------------------------------------

Table of Contents



minimal disruption to our supply chain, Cintas did increase inventory, primarily
personal protective equipment and facility services inventory, in response to
the customer needs and demand associated with the safety and cleanliness
requirements of COVID-19. The increase in inventory resulted in additional
inventory reserves during fiscal 2021 and could result in future inventory
reserve increases if demand for personal protective equipment materially
declines. The on-going roll out of the COVID-19 vaccines and gradual lifting of
COVID-19 restrictions had a positive impact on our business during the three and
nine months ended February 28, 2022. The impact of the on-going COVID-19
pandemic, including the emergence of the Omicron variant, is fluid and continues
to evolve, and therefore, we cannot predict the extent to which our business,
consolidated results of operations, consolidated financial condition or
liquidity will ultimately be impacted.

Consolidated Results

Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021



Total revenue increased 10.3% to $1,960.5 million for the three months ended
February 28, 2022, compared to $1,777.1 million for the three months ended
February 28, 2021. The organic revenue growth rate, which adjusts for the impact
of acquisitions, divestitures and foreign currency exchange rate fluctuations,
was 10.0%. Revenue growth was positively impacted by a net 0.3% due to
acquisitions and divestitures.

Uniform Rental and Facility Services reportable operating segment revenue was
$1,553.3 million for the three months ended February 28, 2022, compared to
$1,417.9 million for the same period in the prior fiscal year, which was an
increase of 9.6%. The organic revenue growth rate for this reportable operating
segment was 8.9%. Revenue growth in the Uniform Rental and Facility Services
reportable operating segment was positively impacted by 0.7% due to
acquisitions. Revenue growth was a result of new business, the penetration of
additional products and services into existing customers and price increases,
partially offset by lost business. New business growth resulted from an increase
in the number and productivity of sales representatives.

Other revenue, consisting of revenue from the First Aid and Safety Services
reportable operating segment and All Other, increased 13.4% for the three months
ended February 28, 2022, compared to the same period in the prior fiscal year,
from $359.2 million to $407.2 million. The organic revenue growth rate for other
revenue was 14.4%. Revenue growth was negatively impacted by a net 1.0% due to
acquisitions and divestitures.

Cost of uniform rental and facility services consists primarily of production
expenses, delivery expenses and the amortization of in service inventory,
including uniforms, mats, shop towels and other ancillary items. Cost of uniform
rental and facility services increased $72.2 million, or 9.5%, for the three
months ended February 28, 2022, compared to the three months ended February 28,
2021. This change from the prior fiscal year was primarily due to higher Uniform
Rental and Facility Services reportable operating segment sales volume, as well
as increased energy costs and labor to generate the revenue growth achieved
during the three months ended February 28, 2022 as well as anticipated revenue
growth during the remainder of the current fiscal year.

Cost of other consists primarily of cost of goods sold (predominantly first aid
and safety products, personal protective equipment, uniforms, and fire
protection products), delivery expenses and distribution expenses in the First
Aid and Safety Services reportable operating segment and All Other. Cost of
other increased $22.6 million, or 11.0%, for the three months ended February 28,
2022, compared to the three months ended February 28, 2021, primarily due to
increased sales volume in each of the underlying operating segments. Cost of
other improved as a percentage of revenue, decreasing from 57.3% for three
months ended February 28, 2021 to 56.1% for the three months ended February 28,
2022. The improvement in cost of sales as a percent to revenue was primarily due
to favorable changes in the sales mix for each of the underlying operating
segments, including a decrease in the proportion of sales related to personal
protective equipment, which typically have lower gross margins compared to the
first aid cabinet sales in the First Aid and Safety Services reportable
operating segment.

Selling and administrative expenses increased $7.5 million, or 1.6%, in the
three months ended February 28, 2022, compared to the same period of the prior
fiscal year. The increase in expense was primarily due to increases in selling
labor and increased travel and meeting expenses. Selling and administrative
expenses as a percent of revenue were 25.0% for the three months ended February
28, 2022, which is a 220 basis point improvement compared to 27.2% for the same
period in the prior fiscal year. The improvement as a percent of revenue was due
to revenue growth outpacing the growth in expenses as well as a one-time gain on
an equity method investment transaction of $30.2 million recorded in the three
months ended February 28, 2022.

                                       25

--------------------------------------------------------------------------------

Table of Contents



Operating income was $407.6 million, or 20.8% of revenue, for the three months
ended February 28, 2022, compared to $326.5 million, or 18.4% of revenue, for
the three months ended February 28, 2021. The 240 basis point increase in
operating income as a percent of revenue was due to the increase in revenue,
improvements in both gross margin and selling and administrative expenses as
well as a one-time gain of $30.2 million on an equity method investment
transaction recorded in the three months ended February 28, 2022.

Net interest expense (interest expense less interest income) was $22.0 million
for the three months ended February 28, 2022, compared to $24.5 million for the
three months ended February 28, 2021. The change was primarily due to the
replacement of the $250.0 million of senior notes with an interest rate of 4.30%
that matured on June 1, 2021, with commercial paper that had an interest rate of
0.43% at February 28, 2022.

Cintas' effective tax rate for continuing operations was 18.2% and 14.4% for the
three months ended February 28, 2022 and 2021, respectively. The effective tax
rate in both periods was impacted by certain discrete items, primarily the tax
accounting impact for stock-based compensation. In addition, the effective tax
rate for the three months ended February 28, 2022 included a one-time tax
benefit from a gain on an equity method investment transaction.

Net income for the three months ended February 28, 2022, increased $57.1
million, or 22.1%, compared to the three months ended February 28, 2021. Diluted
earnings per share were $2.97 for the three months ended February 28, 2022,
which was an increase of 25.3% compared to the same period in the prior fiscal
year. Diluted earnings per share increased primarily due to the increase in net
income combined with the decrease in diluted weighted average common shares
outstanding. The decrease in diluted weighted average common shares outstanding
resulted from purchasing an aggregate of approximately 4.4 million shares of
common stock under the board approved share buyback programs since the beginning
of the third quarter of fiscal 2021 through the third quarter of fiscal 2022.

Uniform Rental and Facility Services Reportable Operating Segment

Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021



Uniform Rental and Facility Services reportable operating segment revenue was
$1,553.3 million for the three months ended February 28, 2022 compared to
$1,417.9 million for the same period of the prior fiscal year. The organic
revenue growth rate for the reportable operating segment was 8.9%. The cost of
uniform rental and facility services increased $72.2 million, or 9.5%. The
reportable operating segment's gross margin was $719.2 million. Gross margin as
a percentage of revenue was 46.3% for both the three months ended February 28,
2022 and 2021. Improved leverage of fixed costs was offset by an increase in
energy-related expenses, which increased 50 basis points from the same period of
the prior fiscal year.

Selling and administrative expenses for the Uniform Rental and Facility Services
reportable operating segment decreased $9.4 million in the three months ended
February 28, 2022 compared to the same period of the prior fiscal year. Selling
and administrative expenses as a percent of revenue for the three months ended
February 28, 2022 improved to 23.4% compared to the 26.3% in the third quarter
of the prior fiscal year. The improvement in both actual spend and percent of
revenue was primarily due to the previously mentioned one-time gain on an equity
method investment transaction of $30.2 million as well as efficiencies in labor
realized in the three months ended February 28, 2022.

Income before income taxes increased $72.6 million, or 25.6%, for the Uniform
Rental and Facility Services reportable operating segment for the three months
ended February 28, 2022, compared to the same period in the prior fiscal
year. Income before income taxes was 22.9% of the reportable operating segment's
revenue, which was a 290 basis point increase from the third quarter of the
prior fiscal year of 20.0%. This increase was primarily due to the previously
discussed increase in revenue and improvements in selling and administrative
expenses.

First Aid and Safety Services Reportable Operating Segment

Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021



First Aid and Safety Services reportable operating segment revenue increased
from $198.5 million to $213.0 million, or 7.3%, for the three months ended
February 28, 2022, over the same period in the prior fiscal year. The organic
revenue growth rate for the reportable operating segment was 6.2%. First Aid and
Safety Services reportable operating segment revenue was positively impacted by
1.1% due to acquisitions. The increase in revenue was driven by many factors
including new business sold by sales representatives, penetration of additional
products and
                                       26

--------------------------------------------------------------------------------

Table of Contents



services into existing customers and strong customer retention, which more than
offset the significant one-time sales of personal protective equipment in the
prior fiscal year period.

Cost of first aid and safety services increased $6.6 million, or 5.9%, for the
three months ended February 28, 2022, over the three months ended February 28,
2021, due to higher sales volume. The gross margin as a percent of revenue was
44.2% for the quarter ended February 28, 2022, compared to the gross margin as a
percent of revenue of 43.5% in the same period of the prior fiscal year. The
improvement in gross margin from the third quarter of the prior year was
primarily driven by a decrease in the proportion of sales related to personal
protective equipment, which typically have lower gross margins than first aid
cabinet sales.
Selling and administrative expenses increased $7.4 million in the three months
ended February 28, 2022, compared to the same period of the prior fiscal year.
Selling and administrative expenses as a percent of revenue for the three months
ended February 28, 2022 were 31.9%, compared to 30.5% in the third quarter of
the prior fiscal year. The change as a percent of revenue from the prior year
was primarily due to an investment in the sales force to support our strong
current revenue growth and anticipated future revenue growth.

Income before income taxes for the First Aid and Safety Services reportable
operating segment increased $0.5 million to $26.3 million for the three months
ended February 28, 2022, compared to the same period in the prior fiscal
year. Income before income taxes was 12.4% of the reportable operating segment's
revenue compared to the third quarter of the prior fiscal year of 13.0%. The
increase in income before income taxes was due to the previously discussed
increase in gross margin.

Consolidated Results

Nine Months Ended February 28, 2022 Compared to Nine Months Ended February 28, 2021



Total revenue increased 9.5% to $5,779.8 million for the nine months ended
February 28, 2022, compared to $5,280.7 million for the nine months ended
February 28, 2021. Total organic revenue growth was 9.3%. Organic growth adjusts
for the impact of acquisitions, divestitures and foreign currency exchange rate
fluctuations. Revenue growth was negatively impacted by a net 0.1% due to
acquisitions and divestitures and positively impacted by 0.3% due to foreign
currency exchange rate fluctuations.

Uniform Rental and Facility Services reportable operating segment revenue was
$4,596.8 million for the nine months ended February 28, 2022, compared to
$4,222.8 million in the same period of the prior fiscal year, which was an
increase of 8.9%. Organic revenue growth for this reportable operating segment
was 8.5%. Uniform Rental and Facility Services reportable operating segment
revenue was positively impacted by a net 0.1% due to acquisitions and
divestitures and by 0.3% due to foreign currency exchange rate fluctuations.
Revenue growth was a result of new business, the penetration of additional
products and services into existing customers and price increases, partially
offset by lost business. New business growth resulted from an increase in the
number and productivity of sales representatives.

Other revenue, consisting of revenue from the First Aid and Safety Services
reportable operating segment and All Other, was $1,183.0 million for the nine
months ended February 28, 2022, compared to $1,057.9 million for the nine months
ended February 28, 2021, which was an increase of 11.8%. Other revenue organic
growth was 12.5%. Revenue growth was negatively impacted by a net 0.8% due to
acquisitions and divestitures and positively impacted by 0.1% due to foreign
currency exchange rate fluctuations.

Cost of uniform rental and facility services consists primarily of production
expenses, delivery expenses and the amortization of in service inventory,
including uniforms, mats, shop towels and other ancillary items. Cost of uniform
rental and facility services increased $213.6 million, or 9.6%, for the nine
months ended February 28, 2022, compared to the nine months ended February 28,
2021. This increase over the same period of the prior fiscal year was due to
higher Uniform Rental and Facility Services reportable operating segment sales
volume, as well as a 50 basis point increase in energy costs.

Cost of other consists primarily of cost of goods sold (predominantly first aid
and safety products, personal protective equipment, uniforms, and fire
protection products), delivery expenses and distribution expenses in the First
Aid and Safety Services reportable operating segment and All Other. Cost of
other increased $55.1 million, or 9.1%, for the nine months ended February 28,
2022, compared to the nine months ended February 28, 2021. Cost of other
improved as a percentage of revenue, decreasing from 57.5% for nine months ended
February 28, 2021 to 56.1% for the nine months ended February 28, 2022. The
improvement in cost of sales as a percent to revenue was
                                       27

--------------------------------------------------------------------------------

Table of Contents



primarily due to favorable changes in the sales mix, including a decrease in the
proportion of sales related to personal protective equipment, which typically
have lower gross margins compared to the first aid cabinet sales in the First
Aid and Safety Services reportable operating segment.

Selling and administrative expenses increased $76.6 million, or 5.4%, for the
nine months ended February 28, 2022, compared to the same period in the prior
fiscal year. Selling and administrative expenses improved as a percent to
revenue for the nine months ended February 28, 2022 to 26.0%, compared to 27.0%
for the same period of the prior fiscal year. The improvement as a percent of
revenue was primarily due to lower labor as well as a one-time gain on an equity
method investment transaction of $30.2 million recorded in the nine months ended
February 28, 2022.

Operating income was $1,182.9 million, or 20.5% of revenue, for the nine months
ended February 28, 2022, compared to $1,029.0 million, or 19.5% of revenue, for
the nine months ended February 28, 2021. The improvement in operating income as
a percent of revenue was due to the increase in revenue and improvement in
selling and administrative expenses noted above.

Net interest expense (interest expense less interest income) was $65.6 million
for the nine months ended February 28, 2022, compared to $73.3 million for the
nine months ended February 28, 2021. The change was primarily due to the
replacement of the $250.0 million of senior notes with an interest rate of 4.30%
that matured on June 1, 2021, with commercial paper that had an interest rate of
0.43% at February 28, 2022.

Cintas' effective tax rate was 15.8% and 11.8% for the nine months ended
February 28, 2022 and February 28, 2021, respectively. The effective tax rate in
both periods was impacted by certain discrete items, primarily the tax
accounting for stock-based compensation. In addition, the effective tax rate for
the nine months ended February 28, 2022 and 2021, included one-time tax benefits
from a gain on an equity method investment transaction in fiscal 2022 and the
sale of certain operating assets in fiscal 2021.

Net income for the nine months ended February 28, 2022, increased $98.1 million,
or 11.6%, compared to the nine months ended February 28, 2021. Diluted earnings
per share was $8.84 for the nine months ended February 28, 2022, which was an
increase of 13.6% compared to the same period in the prior fiscal year. Diluted
earnings per share increased due to the increase in net income combined with the
decrease in diluted weighted average common shares outstanding. The decrease in
diluted weighted average common shares outstanding resulted from purchasing an
aggregate of approximately 4.4 million shares of common stock under the board
approved share buyback programs since the beginning of the third quarter of
fiscal 2021 through the third quarter of fiscal 2022.

Uniform Rental and Facility Services Reportable Operating Segment

Nine Months Ended February 28, 2022 Compared to Nine Months Ended February 28, 2021



Uniform Rental and Facility Services reportable operating segment revenue
increased 8.9% to $4,596.8 million for the nine months ended February 28, 2022,
compared to $4,222.8 million for the same period of the prior fiscal year.
Organic revenue growth for this reportable operating segment was 8.5%. The cost
of uniform rental and facility services increased $213.6 million, or 9.6%, for
the nine months ended February 28, 2022 over the same period in the prior fiscal
year. The reportable operating segment's gross margin was $2,166.1 million, or
47.1% of revenue, for the nine months ended February 28, 2022, compared to the
gross margin of 47.5% for the nine months ended February 28, 2021. The change in
gross margin was primarily due to a 50 basis point increase in energy costs in
the current year.

Selling and administrative expenses for the Uniform Rental and Facility Services
reportable operating segment increased $51.5 million improving as a percent to
revenue for the nine months ended February 28, 2022 to 24.9%, compared to 25.9%
for the same period of the prior fiscal year. The improvements in percent of
revenue was primarily due to efficiencies in labor and the previously mentioned
one-time gain of $30.2 million on an equity method investment transaction.

Income before income taxes increased $108.9 million, or 11.9%, for the Uniform
Rental and Facility Services reportable operating segment for the nine months
ended February 28, 2022, compared to the same period in the prior fiscal
year. Income before income taxes was 22.3% of the reportable operating segment's
revenue, which was an improvement from 21.6% for the nine months ended February
28, 2021. This increase was primarily due to the reasons previously discussed.
                                       28

--------------------------------------------------------------------------------

Table of Contents

First Aid and Safety Services Reportable Operating Segment

Nine Months Ended February 28, 2022 Compared to Nine Months Ended February 28, 2021



First Aid and Safety Services reportable operating segment revenue increased
from $597.4 million to $614.2 million, or 2.8%, for the nine months ended
February 28, 2022, over the same period in the prior fiscal year. Organic
revenue growth for this reportable operating segment was 2.0%. First Aid and
Safety Services reportable operating segment revenue was positively impacted by
0.7% due to acquisitions and by 0.1% due to foreign currency exchange rate
fluctuations. Increases in new business sold by sales representatives,
penetration of additional products and services into existing customers and
strong customer retention offset significant, non-recurring sales of personal
protective equipment in the prior fiscal year period.

Cost of first aid and safety services decreased $2.6 million, or 0.8%, for the
nine months ended February 28, 2022, from the nine months ended February 28,
2021, due to a decrease in the proportion of sales related to personal
protective equipment, which typically have lower gross margins than first aid
cabinet sales. The gross margin as a percent of revenue was 44.2% for the nine
months ended February 28, 2022, which was an increase of 200 basis points
compared to the gross margin as a percent of revenue of 42.2% in the same period
of the prior fiscal year. The change in gross margin from the first half of the
prior fiscal year was primarily a result of the decrease in the proportion of
sales related to personal protective equipment.

Selling and administrative expenses increased $11.2 million, and increased as a
percent of revenue to 32.1%, for the nine months ended February 28, 2022,
compared to 31.2% for the nine months ended February 28, 2021. The increase in
expenses as a percent of revenue was primarily due to an investment in the sales
force to support our strong current fiscal year revenue growth as well as
anticipated future revenue growth through the remainder of the fiscal year.

Income before income taxes for the First Aid and Safety Services reportable
operating segment was $74.1 million for the nine months ended February 28, 2022,
compared to $65.9 million for the same period in the prior fiscal year. Income
before income taxes, at 12.1% of the reportable operating segment's revenue,
increased 110 basis points compared to the same period of the prior fiscal year
due to the increase in gross margin.

Liquidity and Capital Resources

The following is a summary of our cash flows and cash and cash equivalents as of and for the nine months ended February 28:



(In thousands)                                             2022

2021



Net cash provided by operating activities             $    987,055      $

904,815


Net cash used in investing activities                 $   (316,311)     $

(88,664)


Net cash used in financing activities                 $ (1,078,574)     $

(410,095)

Cash and cash equivalents at the end of the period $ 84,136 $ 553,611

Cash and cash equivalents as of February 28, 2022 and 2021, include $38.4 million and $28.9 million, respectively, that is located outside of the U.S.



Cash flows provided by operating activities have historically supplied us with a
significant source of liquidity. We generally use these cash flows to fund most,
if not all, of our operations and expansion activities and dividends on our
common stock. We may also use cash flows provided by operating activities, as
well as proceeds from long-term debt and short-term borrowings, to fund growth
and expansion opportunities, as well as other cash requirements such as the
repurchase of our common stock and payment of long-term debt.

We expect our cash flows from operating activities to remain sufficient to
provide us with adequate levels of liquidity. In addition, we have access to
$2.0 billion of debt capacity from our recently amended and restated revolving
credit facility, the maturity of which was extended. Although the impact of the
on-going COVID-19 pandemic is fluid and continues to evolve, we believe our
long-term liquidity position remains strong. We believe the Company has
sufficient liquidity to operate in the current business environment.
Acquisitions, repurchases of our common stock and dividends remain strategic
objectives, but they will be dependent on the economic outlook and liquidity of
the Company.
                                       29

--------------------------------------------------------------------------------

Table of Contents



Net cash provided by operating activities was $987.1 million for the nine months
ended February 28, 2022, compared to $904.8 million for the nine months ended
February 28, 2021. The change from the prior fiscal year was primarily due to an
increase in net income, which was partially offset by unfavorable changes in
working capital, specifically, accounts receivable and uniforms and other rental
items in service, which resulted from the growth in revenue. In addition, we had
a favorable change in inventories, net, which was the result of a large amount
of inventory purchases in the prior fiscal year period related to the COVID-19
pandemic, including sanitizer, sanitizer stands, masks and gloves.

Net cash used in investing activities includes capital expenditures, purchases
of investments, proceeds from sale of operating assets and cash paid for
acquisitions of businesses. Capital expenditures were $165.9 million and $100.4
million for the nine months ended February 28, 2022 and 2021, respectively.
Capital expenditures in the nine months ended February 28, 2022 included $115.8
million for the Uniform Rental and Facility Services reportable operating
segment and $39.5 million for the First Aid and Safety Services reportable
operating segment. The increase in capital expenditures during the nine months
ended February 28, 2022, over the same period in the prior year is due to an
investment in the operating segments to support the on-going growth in revenue.
Cash paid for acquisitions of businesses was $150.8 million and $7.6 million for
the nine months ended February 28, 2022 and 2021, respectively. The acquisitions
during both the nine months ended February 28, 2022 and 2021 occurred in our
Uniform Rental and Facility Services reportable operating segment, our First Aid
and Safety Services reportable operating segment and our Fire Protection
operating segment, which is included in All Other. Also, during the nine months
ended February 28, 2022, the Company received proceeds of $15.3 million from the
sale of certain operating assets in All Other. During the nine months ended
February 28, 2021, the Company received proceeds of $32.5 million from the sale
of certain operating assets, net of cash disposed in the Uniform Rental and
Facility Services reportable operating segment. Net cash used in investing
activities also includes $6.0 million and $7.9 million of purchases of
investments during the nine months ended February 28, 2022 and 2021,
respectively.

Net cash used in financing activities was $1,078.6 million and $410.1 million
for the nine months ended February 28, 2022 and 2021, respectively. The increase
in cash used in financing activities was primarily due to the increase in share
buyback activity, debt payments and dividend payments, partially offset by the
net issuance of commercial paper in the nine months ended February 28, 2022.

On October 30, 2018, we announced that the Board of Directors authorized a $1.0
billion share buyback program, which was completed during the third quarter of
fiscal 2021. On October 29, 2019, we announced the Board of Directors authorized
a $1.0 billion share buyback program, which was completed during the first
quarter of fiscal 2022. On July 27, 2021, we announced that the Board of
Directors authorized a new $1.5 billion share buyback program, which does not
have an expiration date. The following table summarizes the buyback activity by
program for the nine months ended February 28:

                                                     2022                                                             2021
Buyback Program
(In thousands except per                         Avg. Price            Purchase                                    Avg. Price           Purchase
share data)                    Shares            per Share              Price                    Shares            per Share             Price

October 30, 2018                   -           $         -          $         -                    190           $    319.88          $  60,877
October 29, 2019               1,590                365.41              581,220                     66                321.51             21,080
July 27, 2021                  1,386                388.03              537,655                      -                     -                  -
                               2,976           $    375.94          $ 1,118,875                    256           $    320.30          $  81,957

Shares acquired for taxes
due (1)                          261           $    394.84          $   102,966                    241           $    301.49          $  72,533

Total repurchase of Cintas
  common stock                                                      $ 1,221,841                                                       $ 154,490

(1) Shares of Cintas stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.



In the period subsequent to February 28, 2022, through April 7, 2022, we
purchased 0.1 million shares of Cintas common stock at an average price of
$368.75 for a total purchase price of $46.5 million. From the inception of the
July 27, 2021 share buyback program through April 7, 2022, Cintas has purchased
1.5 million shares of Cintas common stock in the aggregate, at an average price
of $386.42, for a total purchase price of $584.2 million.
                                       30

--------------------------------------------------------------------------------

Table of Contents

Our Board of Directors declared the following dividends:



     Fiscal               Dividend                Amount                   Declaration                       Payment                       Shareholders
     Quarter              Per Share            (in millions)                   Date                            Date                       of Record Date

Q4 FY21                 $     0.75          $          79.1          April 13, 2021                 June 15, 2021                    May 15, 2021
Q1 FY22                 $     0.95          $          98.8          July 27, 2021                  September 15, 2021               August 13, 2021
Q2 FY22                 $     0.95          $          99.1          October 26, 2021               December 15, 2021                November 15, 2021
Q3 FY22 (1)             $     0.95          $          98.2          January 12, 2022               March 15, 2022                   February 15, 2022

(1) The dividend declared on January 12, 2022 was included in current accrued liabilities on the consolidated condensed balance sheet at February 28, 2022.



Any future dividend declarations, including the amount of any dividends, are at
the discretion of the Board of Directors and dependent upon then-existing
conditions, including the Company's consolidated operating results and
consolidated financial condition, capital requirements, contractual
restrictions, business prospects and other factors that the Board of Directors
may deem relevant.

During the nine months ended February 28, 2022, Cintas issued $559.2 million,
net of commercial paper. On June 1, 2021, in accordance with the terms of the
notes, Cintas paid the $250.0 million aggregate principal amount of its 4.30%,
10-year senior notes that matured on that date with cash on hand. In the near
term, Cintas expects to issue long-term debt to pay the $650.0 million principal
amount of its 2.90%, 5-year senior notes that mature in the fourth quarter of
fiscal 2022 and the $300.0 million principal amount of its 3.25%, 10-year senior
notes that mature in the first quarter of fiscal 2023.

The following table summarizes Cintas' outstanding debt:



                                     Interest              Fiscal Year            Fiscal Year           February 28,            May 31,
(In thousands)                         Rate                   Issued                Maturity                2022                  2021

Debt due within one year
Senior notes                              4.30  %              2012                   2022             $          -          $   250,000
Senior notes                              2.90  %              2017                   2022                  650,000              650,000
Senior notes                              3.25  %              2013                   2023                  300,000                    -
Commercial paper                          0.43  % (1)          2022                   2022                  559,210                    -
Debt issuance costs                                                                                            (154)                (930)
Total debt due within one year                                                                         $  1,509,056          $   899,070

Debt due after one year
Senior notes                              3.25  %              2013                   2023             $          -          $   300,000
Senior notes (2)                          2.78  %              2013                   2023                   50,489               50,815
Senior notes (3)                          3.11  %              2015                   2025                   51,049               51,301
Senior notes                              3.70  %              2017                   2027                1,000,000            1,000,000
Senior notes                              6.15  %              2007                   2037                  250,000              250,000

Debt issuance costs                                                                                          (8,025)              (9,283)
Total debt due after one year                                                                          $  1,343,513          $ 1,642,833

(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at February 28, 2022.



(2) Cintas assumed these senior notes with the acquisition of G&K Services, Inc.
(G&K) in the fourth quarter of fiscal 2017, and they were recorded at fair
value. The interest rate shown above is the effective interest rate. The
principal amount of these notes is $50.0 million with a stated interest rate of
3.73%.

(3)  Cintas assumed these senior notes with the acquisition of G&K in the fourth
quarter of fiscal 2017, and they were recorded at fair value. The interest rate
shown above is the effective interest rate. The principal amount of these notes
is $50.0 million with a stated interest rate of 3.88%.


                                       31

--------------------------------------------------------------------------------

Table of Contents



The credit agreement that supports our commercial paper program was amended and
restated on March 23, 2022. The amendment increased the capacity of the
revolving credit facility from $1.0 billion to $2.0 billion. The credit
agreement has an accordion feature that provides Cintas the ability to request
increases to the borrowing commitments under the revolving credit facility of up
to $500.0 million in the aggregate, subject to customary conditions. The
maturity date of the revolving credit facility is March 23, 2027. As of February
28, 2022, there was $559.2 million of commercial paper outstanding with a
weighted average interest rate of 0.43% and maturity dates less than 120 days
and no borrowings on our revolving credit facility. As of May 31, 2021, there
was no commercial paper outstanding and no borrowings on our revolving credit
facility.

Cintas has certain covenants related to debt agreements. These covenants limit
our 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 earnings before
interest, taxes, depreciation and amortization (EBITDA) and interest coverage
ratios. Cross-default provisions exist between certain debt instruments. If a
default of a significant covenant were to occur, the default could result in an
acceleration of the maturity of the indebtedness, impair liquidity and limit the
ability to raise future capital. Cintas was in compliance with all of the debt
covenants for all periods presented.

Our access to the commercial paper and long-term debt markets has historically
provided us with sources of liquidity. We do not anticipate having difficulty in
obtaining financing from those markets in the future in view of our favorable
experiences in the debt markets in the recent past, including, without
limitation, to repay our long-term debt that is maturing in the next twelve
months. Additionally, our ability to continue to access the commercial paper and
long-term debt markets on favorable interest rate and other terms will depend,
to a significant degree, on the ratings assigned by the credit rating agencies
to our indebtedness. As of February 28, 2022, our ratings were as follows:

                                                 Commercial       Long-term
Rating Agency                     Outlook          Paper             Debt

Standard & Poor's                 Stable            A-2              A-
Moody's Investors Service         Stable            P-2              A3



In the event that the ratings of our commercial paper or our outstanding
long-term debt issues were substantially lowered or withdrawn for any reason, or
if the ratings assigned to any new issue of long-term debt securities were
significantly lower than those noted above, particularly if we no longer had
investment grade ratings, our ability to access the debt markets may be
adversely affected. In addition, in such a case, our cost of funds for new
issues of commercial paper and long-term debt would be higher than our cost of
funds would have been had the ratings of those new issues been at or above the
level of the ratings noted above. The rating agency ratings are not
recommendations to buy, sell or hold our commercial paper or debt securities.
Each rating may be subject to revision or withdrawal at any time by the
assigning rating organization and should be evaluated independently of any other
rating. Moreover, each credit rating is specific to the security to which it
applies.

To monitor our credit rating and our capacity for long-term financing, we
consider various qualitative and quantitative factors. One such factor is the
ratio of our total debt to EBITDA. For the purpose of this calculation, debt is
defined as the sum of short-term borrowings, long-term debt due within one year,
long-term debt and standby letters of credit.



                                       32

--------------------------------------------------------------------------------

Table of Contents

Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas' Senior Notes

Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly owned principal
operating subsidiary of Cintas. Corp. 2 is the issuer of the $2,300.0 million
aggregate principal amount of senior notes outstanding as of February 28, 2022,
which are unconditionally guaranteed, jointly and severally, by Cintas
Corporation and its wholly owned, direct and indirect domestic subsidiaries.

Basis of Preparation of the Summarized Financial Information



The following tables include summarized financial information of Cintas
Corporation (Issuer), Corp. 2 and subsidiary guarantors (together, the Obligor
Group). Investments in and equity in the earnings of non-guarantors, which are
not members of the Obligor Group, have been excluded. Non-guarantor subsidiaries
are located outside the U.S., and therefore, excluded from the Obligor Group.

The summarized financial information of the Obligor Group is presented on a
combined basis with intercompany balances and transactions between entities in
the Obligor Group eliminated. The Obligor Group's amounts due from, amounts due
to and transactions with non-guarantors have been presented in separate line
items, if they are material. Summarized financial information of the Obligor
Group is as follows:
                                                                   Nine Months Ended
Summarized Consolidated Condensed Statement of Income        February 28,      February 28,
(In thousands)                                                   2022

2021



Net sales to unrelated parties                              $  5,445,091      $  4,976,885
Net sales to non-guarantors                                 $      6,019      $      3,430
Operating income                                            $  1,143,398      $    981,026
Net income                                                  $    912,248      $    802,301

Summarized Consolidated Condensed Balance Sheets February 28, May 31, (In thousands)

                                             2022             2021

ASSETS

Receivables due from non-obligor subsidiaries $ 7,565 $ 


  2,292
Total other current assets                            $  2,488,786      $ 2,652,810
Total other noncurrent assets                         $  5,046,887      $ 4,924,550

LIABILITIES
Amounts due to non-obligor subsidiaries               $      1,925      $       457
Current liabilities                                   $  2,584,855      $ 1,893,352
Noncurrent liabilities                                $  2,191,314      $ 2,549,911



                                       33

--------------------------------------------------------------------------------

Table of Contents

Litigation and Other Contingencies



Cintas is subject to other legal proceedings, insurance receipts, legal
settlements and claims arising from the ordinary course of its business,
including personal injury, customer contract, environmental and employment
claims. In the opinion of management, the aggregate liability, if any, with
respect to such ordinary course of business actions will not have a material
adverse effect on the consolidated financial position, consolidated results of
operations or consolidated cash flows of Cintas.


                           Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor from
civil litigation for forward-looking statements.  Forward-looking statements may
be identified by words such as "estimates," "anticipates," "predicts,"
"projects," "plans," "expects," "intends," "target," "forecast," "believes,"
"seeks," "could," "should," "may" and "will" or the negative versions thereof
and similar words, terms and expressions and by the context in which they are
used. Such statements are based upon current expectations of Cintas and speak
only as of the date made. You should not place undue reliance on any
forward-looking statement. We cannot guarantee that any forward-looking
statement will be realized. These statements are subject to various risks,
uncertainties, potentially inaccurate assumptions and other factors that could
cause actual results to differ from those set forth in or implied by this
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 and fuel costs; lower sales volumes; loss of customers due to
outsourcing trends; the performance and costs of integration of acquisitions;
inflationary pressures and fluctuations in costs of materials and labor,
including increased medical costs; costs and possible effects of union
organizing activities; failure to comply with government regulations concerning
employment discrimination, employee pay and benefits and employee health and
safety; the effect on operations of exchange rate fluctuations, interest rate
volatility, tariffs and other political, economic and regulatory risks;
uncertainties regarding any existing or newly-discovered expenses and
liabilities related to environmental compliance and remediation; the cost,
results and ongoing assessment of internal controls for financial reporting; the
effect of new accounting pronouncements; disruptions caused by the
inaccessibility of computer systems data, including cybersecurity risks; the
initiation or outcome of litigation, investigations or other proceedings; higher
assumed sourcing or distribution costs of products; the disruption of operations
from catastrophic or extraordinary events including viral pandemics such as the
COVID-19 coronavirus; the amount and timing of repurchases of our common stock,
if any; changes in federal and state tax and labor laws; and the reactions of
competitors in terms of price and service. Cintas undertakes no obligation to
publicly release any revisions to any forward-looking statements or to otherwise
update any forward-looking statements whether as a result of new information or
to reflect events, circumstances or any other unanticipated developments arising
after the date on which such statements are made. A further list and description
of risks, uncertainties and other matters can be found in our Annual Report on
Form 10-K for the year ended May 31, 2021 and in our reports on Forms 10-Q and
8-K. The risks and uncertainties described herein are not the only ones we may
face. Additional risks and uncertainties presently not known to us, or that we
currently believe to be immaterial, may also harm our business.

                                       34

--------------------------------------------------------------------------------


  Table of Contents

ITEM 3.
                          QUANTITATIVE AND QUALITATIVE
                         DISCLOSURES ABOUT MARKET RISK

In our normal operations, Cintas has market risk exposure to interest rates. There has been no material change to this market risk exposure to interest rates from that which was previously disclosed on page 29 of our Annual Report on Form 10-K for the year ended May 31, 2021.

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 currency denominated revenue and profit translated into U.S. dollars. The primary foreign currency to which Cintas is exposed is the Canadian dollar.

ITEM 4.


                            CONTROLS AND PROCEDURES

Disclosure Controls and Procedures



With the participation of Cintas' management, including Cintas' President and
Chief Executive Officer, Chief Financial Officer, General Counsel and
Controllers, Cintas has evaluated the effectiveness of the disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (Exchange Act)) as of February 28, 2022. Based on such
evaluation, Cintas' management, including Cintas' President and Chief Executive
Officer, Chief Financial Officer, General Counsel and Controllers, has concluded
that Cintas' disclosure controls and procedures were effective as of February
28, 2022, 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 Securities and
Exchange Commission'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, 2022, that have materially affected, or are
reasonably likely to materially affect, Cintas' internal control over financial
reporting.




                                       35

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses