ANTECEDENTES DEL TEMA

Restricted stock awards consist of Cintas' common stock that is subject to such conditions, restrictions and limitations as the Compensation Committee of the Board of Directors determines to be appropriate. The vesting period is generally three years after the grant date. The recipient of restricted stock awards will have all rights of a shareholder of Cintas, including the right to vote and the right to receive cash dividends, during the vesting period.

The information presented in the following table relates to restricted stock awards granted and outstanding under either the 2005 Equity Compensation Plan or under previously adopted plans:

Shares

Weighted Average

Grant Price

Outstanding, unvested grants at May 31, 2009 981,369 30.29

Granted 597,514 24.63

Canceled (53,278) 27.85

Vested (118,254) 36.57

Outstanding, unvested grants at May 31, 2010 1,407,351 27.45

Granted 712,721 31.59

Canceled (66,754) 25.54

Vested (135,936) 39.26

Outstanding, unvested grants at May 31, 2011 1,917,382 28.22

Granted 452,267 35.95

Canceled (188,685) 30.62

Vested (291,968) 27.60

Outstanding, unvested grants at May 31, 2012 1,888,996 29.93

The remaining unrecognized compensation cost related to unvested stock options and restricted stock at May 31, 2012, was $64.4 million. The weighted-average period of time over which this cost will be recognized is 3.3 years.

12. Litigation and Other Contingencies

Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position or consolidated results of operation 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, 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. The Serrano plaintiffs alleged that Cintas discriminated against women in hiring into various service sales representative positions across all divisions of Cintas. On November 15, 2005, the Equal Employment Opportunity Commission (EEOC) intervened in the Serrano lawsuit. The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys' fees and other remedies. On October 27, 2008, the United States District Court in the Eastern District of Michigan granted summary judgment in favor of Cintas limiting the scope of the putative class in the Serrano lawsuit to female applicants for service sales representative positions at Cintas locations within the state of Michigan. Consequently, all claims brought by female applicants for service sales representative positions outside of the state of Michigan were dismissed. Similarly, any claims brought by the EEOC on behalf of similarly situated female applicants outside of the state of Michigan have also been dismissed from the Serrano lawsuit. Cintas is a defendant in another purported class action lawsuit, Blanca Nelly Avalos, et al. v. Cintas Corporation (Avalos), which was filed in the United States District Court, Eastern District of Michigan, Southern Division. The Avalos plaintiffs alleged that Cintas discriminated against women, African-Americans and Hispanics in hiring into various service sales representative positions in Cintas' Rental division only throughout the United States. The Avalos plaintiffs sought injunctive relief, compensatory damages, punitive damages, attorneys' fees and other remedies. The claims in Avalos originally were brought in the 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. On May 11, 2006, the Ramirez and Avalos African-American, Hispanic and female failure to hire into service sales representative positions claims and the EEOC's intervention were consolidated for pretrial purposes with the Serrano case and transferred to the United States District Court for the Eastern District of Michigan, Southern Division. The consolidated case was known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos). On March 31, 2009, the United States District Court, Eastern District of Michigan, Southern Division entered an order denying class certification to all plaintiffs in the Serrano/Avalos lawsuits. Following denial of class certification, the Court permitted the individual Avalos and Serrano plaintiffs to proceed separately. In the Avalos case, the Court dismissed the remaining claims of the individual plaintiffs who remained in that case after the denial of class certification. On May 11, 2010, Plaintiff Tanesha Davis, on behalf of all similarly situated plaintiffs in the Avalos case, filed a notice of appeal of the District Court's summary judgment order in the United States Court of Appeals for the Sixth Circuit. The Appellate Court has made no determination regarding the merits of Davis' appeal. In September 2010, the Court in Serrano dismissed all private individual claims and all claims of the EEOC and the 13 individuals it claimed to represent. The EEOC has appealed the District Court's summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit. The Court of Appeals has not yet ruled on the EEOC's appeal.

The litigation discussed above, if decided or settled adversely to Cintas, may, individually or in the aggregate, result in liability material to Cintas' consolidated financial condition or consolidated results of operation and could increase costs of operations on an ongoing basis. Any estimated liability relating to these proceedings is not determinable at this time. 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 interest of Cintas' shareholders.

Cintas is a defendant in a purported class action lawsuit, Paul Veliz, et al. v. Cintas Corporation (Veliz), 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 April 5, 2004 and February 14, 2006, the Court stayed the claims of all plaintiffs with valid arbitration agreements pending arbitration of those claims. Claims made in the Veliz action, therefore, are pending before the United States District Court, Northern District of California and Judge Bruce Meyerson (Ret.), an Arbitrator selected by the parties. On August 5, 2009, the parties in the Veliz action reached a settlement in principle. That settlement was granted preliminary approval by the District Court. The pre-tax impact, net of insurance proceeds, was $19.5 million in fiscal 2010. Pursuant to the settlement agreement, Cintas paid $22.8 million on December 17, 2010. On June 3, 2011, the Court granted final approval of the settlement. On July 20, 2011, Cintas paid $1.9 million to satisfy the future income tax liabilities of the class members as they receive their respective shares of the settlement funds. Any remaining balance of the settlement funds will be used to pay the fees and expenses of the settlement administrator or donated to a charitable organization as determined

by the court.

During the second quarter of fiscal 2010, Cintas had legal settlements that totaled $4.0 million, net of insurance proceeds. None of these settlements were significant individually. These settlements included litigation related to multiple subjects including employment practices and insurance coverage.

13. Operating Segment Information

Cintas classifies its businesses into four operating segments based on the types of products and services provided. The Rental Uniforms and Ancillary Products 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 carpet and tile cleaning services are also provided within this operating segment. 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. The Document Management Services operating segment consists of document destruction, document imaging and document retention services.

Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes. The accounting policies of the operating segments are the same as those described in Note 1 entitled Significant Accounting Policies. Information related to the operations of Cintas' operating segments is set forth below:

(In thousands) Rental Uniforms & Ancillary Products Uniform Direct Sales First Aid, Safety & Fire

Protection ManagementDocument Corporate Total

May 31, 2012

Revenue $ 2,912,261 $ 433,994 $ 415,703 $ 340,042 $ — $ 4,102,000

Gross margin $ 1,263,710 $ 129,614 $ 178,465 $ 166,819 $ — $ 1,738,608

Selling and admin. expenses 834,210 80,577 143,338 140,856 — 1,198,981

Interest income — — — — (1,942) (1,942)

Interest expense — — — — 70,625 70,625

Income before income taxes $ 429,500 $ 49,037 $ 35,127 $ 25,963 $ (68,683) $ 470,944

Depreciation and amortization $ 121,842 $ 7,087 $ 19,641 $ 45,595 $ — $ 194,165

Capital expenditures $ 107,152 $ 5,161 $ 15,264 $ 33,225 $ — $ 160,802

Total assets $ 2,765,691 $ 136,478 $ 362,128 $ 556,784 $ 339,825 $ 4,160,906

May 31, 2011

Revenue $ 2,692,248 $ 419,222 $ 377,663 $ 321,251 $ — $ 3,810,384

Gross margin $ 1,161,792 $ 126,475 $ 156,060 $ 164,960 $ — $ 1,609,287

Selling and admin. expenses 822,230 78,220 134,604 133,890 — 1,168,944

Interest income — — — — (2,030) (2,030)

Interest expense — — — — 49,704 49,704

Income before income taxes $ 339,562 $ 48,255 $ 21,456 $ 31,070 $ (47,674) $ 392,669

Depreciation and amortization $ 122,767 $ 6,720 $ 18,599 $ 45,381 $ — $ 193,467

Capital expenditures $ 108,557 $ 5,223 $ 23,215 $ 45,597 $ — $ 182,592

Total assets $ 2,721,261 $ 154,109 $ 355,332 $ 595,912 $ 525,326 $ 4,351,940

May 31, 2010

Revenue $ 2,569,357 $ 386,370 $ 338,651 $ 252,961 $ — $ 3,547,339

Gross margin $ 1,119,781 $ 116,336 $ 131,726 $ 129,974 $ — $ 1,497,817

Selling and admin. expenses 786,145 76,232 118,284 105,698 — 1,086,359

Legal settlements, net of insurance

proceeds — — — — 23,529 23,529

Restructuring credits (2,880) — — — — (2,880)

Interest income — — — — (1,695) (1,695)

Interest expense — — — — 48,612 48,612

Income before income taxes $ 336,516 $ 40,104 $ 13,442 $ 24,276 $ (70,446) $ 343,892

Depreciation and amortization $ 131,714 $ 7,582 $ 16,178 $ 37,667 $ — $ 193,141

Capital expenditures $ 68,224 $ 6,791 $ 8,155 $ 27,908 $ — $ 111,078

14. Quarterly Financial Data (Unaudited)

The following is a summary of the results of operation for each of the quarters within the fiscal years ended May 31, 2012 and 2011:

May 31, 2012 (in thousands) QuarterFirst QuarterSecond QuarterThird QuarterFourth

Revenue $ 1,017,180 $ 1,019,126 $ 1,012,112 $ 1,053,582

Gross margin $ 439,040 $ 429,797 $ 425,903 $ 443,868

Net income $ 68,638 $ 74,350 $ 76,035 $ 78,614

Basic earnings per share $ 0.52 $ 0.57 $ 0.58 $ 0.60

Diluted earnings per share $ 0.52 $ 0.57 $ 0.58 $ 0.60

Weighted average number of shares outstanding 131,309 129,727 129,735 128,788

May 31, 2011 (in thousands) QuarterFirst QuarterSecond QuarterThird QuarterFourth

Revenue $ 923,904 $ 936,566 $ 937,827 $ 1,012,087

Gross margin $ 393,671 $ 390,648 $ 391,921 $ 433,047

Net income $ 61,277 $ 55,866 $ 59,070 $ 70,776

Basic earnings per share $ 0.40 $ 0.38 $ 0.41 $ 0.49

Diluted earnings per share $ 0.40 $ 0.38 $ 0.41 $ 0.49

15. 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 $1,275.0 million of long-term senior 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 following condensed consolidating financial statements has been fully consolidated in Cintas' consolidated financial statements. The following condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Cintas and notes thereto of which this note is an integral part.

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