CINTAS CORP - Interim / Quarterly Report 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2015

( ) 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 Registrant 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

P.O. BOX 625737

CINCINNATI, OHIO 45262-5737

(Address of principal executive offices)(Zip Code)

(513) 459-1200

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ü No

Indicate by checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ü No

Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ü Accelerated Filer Smaller Reporting Company

Non-Accelerated Filer (Do not check if a smaller reporting company)

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-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 December 31, 2015
Common Stock, no par value	108,130,453

CINTAS CORPORATION

TABLE OF CONTENTS

Part I.	Financial Information		Page No.
	Item 1.	Financial Statements.
		Consolidated Condensed Statements of Income – Three Months and Six Months Ended November 30, 2015 and 2014	3
		Consolidated Condensed Statements of Comprehensive Income – Three Months and Six Months Ended November 30, 2015 and 2014	4
		Consolidated Condensed Balance Sheets – November 30, 2015 and May 31, 2015	5
		Consolidated Condensed Statements of Cash Flows – Six Months Ended November 30, 2015 and 2014	6
		Notes to Consolidated Condensed Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	31
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	39
	Item 4.	Controls and Procedures.	39
Part II.	Other Information
	Item 1.	Legal Proceedings.	40
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds .	40
	Item 5.	Other Information.	41
	Item 6.	Exhibits.	41
Signatures			42
Exhibits

CINTAS CORPORATION

ITEM 1. FINANCIAL STATEMENTS.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share data)

	Three Months Ended — November 30, 2015		November 30, 2014		Six Months Ended — November 30, 2015		November 30, 2014
Revenue:
Uniform rental and facility services	$ 937,704		$ 891,475		$ 1,876,112		$ 1,765,173
Other	281,376		231,904		541,858		460,283
	1,219,080		1,123,379		2,417,970		2,225,456
Costs and expenses:
Cost of uniform rental and facility services	526,091		505,823		1,044,594		996,498
Cost of other	165,589		136,132		321,832		269,588
Selling and administrative expenses	327,051		299,841		665,688		614,299
Operating income	200,349		181,583		385,856		345,071
Gain on sale of stock of an equity method investment	—		—		—		21,739
Interest income	(111	)	(19	)	(230	)	(72	)
Interest expense	16,171		15,929		32,583		32,512
Income before income taxes	184,289		165,673		353,503		334,370
Income taxes	68,836		61,972		131,852		124,764
Income from continuing operations	115,453		103,701		221,651		209,606
Income from discontinued operations, net of tax expense of $146,395, $11,739, $142,976 and $14,730, respectively	229,647		16,711		223,630		20,914
Net income	$ 345,100		$ 120,412		$ 445,281		$ 230,520
Basic earnings per share:
Continuing operations	$ 1.05		$ 0.88		$ 1.99		$ 1.78
Discontinued operations	2.06		0.14		2.01		0.18
Basic earnings per share	$ 3.11		$ 1.02		$ 4.00		$ 1.96
Diluted earnings per share:
Continuing operations	$ 1.03		$ 0.86		$ 1.96		$ 1.75
Discontinued operations	2.03		0.14		1.98		0.18
Diluted earnings per share	$ 3.06		$ 1.00		$ 3.94		$ 1.93
Dividends declared per share	$ 1.05		$ 1.70		$ 1.05		$ 1.70

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended — November 30, 2015		November 30, 2014		Six Months Ended — November 30, 2015		November 30, 2014
Net income	$ 345,100		$ 120,412		$ 445,281		$ 230,520
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(4,626	)	(9,778	)	(16,639	)	(11,893	)
Cumulative translation adjustment on investment in Shred-it	6,472		—		6,472		—
Change in fair value of derivatives	—		(21	)	—		(4	)
Amortization of interest rate lock agreements	488		488		976		976
Change in fair value of available-for-sale securities	(10	)	3		(18	)	3
Other comprehensive income (loss)	2,324		(9,308	)	(9,209	)	(10,918	)
Comprehensive income	$ 347,424		$ 111,104		$ 436,072		$ 219,602

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except share data)

	November 30, 2015		May 31, 2015
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$ 606,785		$ 417,073
Marketable securities	65,826		16,081
Accounts receivable, net	549,190		496,130
Inventories, net	251,477		226,211
Uniforms and other rental items in service	542,531		534,005
Income taxes, current	—		936
Assets held for sale	—		21,341
Prepaid expenses and other current assets	27,471		24,030
Total current assets	2,043,280		1,735,807
Property and equipment, at cost, net	916,544		871,421
Investments	126,547		329,692
Goodwill	1,273,594		1,195,612
Service contracts, net	70,183		42,434
Other assets, net	20,644		17,494
	$ 4,450,792		$ 4,192,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 134,843		$ 109,607
Accrued compensation and related liabilities	65,886		88,423
Accrued liabilities	443,713		309,935
Income taxes, current	236,539		—
Liabilities held for sale	—		704
Long-term debt due within one year	250,000		—
Total current liabilities	1,130,981		508,669
Long-term liabilities:
Long-term debt due after one year	1,050,000		1,300,000
Deferred income taxes	227,465		339,327
Accrued liabilities	117,818		112,009
Total long-term liabilities	1,395,283		1,751,336
Shareholders’ equity:
Preferred stock, no par value:	—		—
100,000 shares authorized, none outstanding
Common stock, no par value:	394,728		329,248
425,000,000 shares authorized
FY 2016: 179,217,524 issued and 108,103,084 outstanding
FY 2015: 178,117,334 issued and 111,702,949 outstanding
Paid-in capital	165,653		157,183
Retained earnings	4,557,245		4,227,620
Treasury stock:	(3,175,418	)	(2,773,125	)
FY 2016: 71,114,440 shares
FY 2015: 66,414,385 shares
Accumulated other comprehensive loss	(17,680	)	(8,471	)
Total shareholders’ equity	1,924,528		1,932,455
	$ 4,450,792		$ 4,192,460

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended — November 30, 2015		November 30, 2014
Cash flows from operating activities:
Net income	$ 445,281		$ 230,520
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	73,130		70,451
Amortization of intangible assets	7,764		7,702
Stock-based compensation	40,241		24,785
Gain on Storage Transactions	(15,786	)	(34,137	)
Loss (gain) on investment in Shred-it Partnership	24,288		(6,619	)
Gain on sale of investment in Shred-it Partnership	(374,026	)	—
Gain on sale of stock of an equity method investment	—		(21,739	)
Deferred income taxes	(98,423	)	10,346
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(39,418	)	(12,747	)
Inventories, net	(19,841	)	14,847
Uniforms and other rental items in service	(10,893	)	(23,473	)
Prepaid expenses and other current assets	(2,369	)	(2,622	)
Accounts payable	19,368		27,982
Accrued compensation and related liabilities	(22,771	)	(25,111	)
Accrued liabilities and other	1,041		24,780
Income taxes, current	237,451		7,608
Net cash provided by operating activities	265,037		292,573
Cash flows from investing activities:
Capital expenditures	(121,817	)	(113,025	)
Proceeds from redemption of marketable securities	212,081		—
Purchase of marketable securities and investments	(271,341	)	(11,978	)
Proceeds from Storage Transactions, net of cash contributed	35,338		153,996
Proceeds from Shredding Transaction	—		3,344
Proceeds from sale of investment in Shred-it Partnership	578,257		—
Proceeds from sale of stock of an equity method investment	—		29,933
Dividends received on equity method investment	—		5,247
Acquisitions of businesses, net of cash acquired	(121,237	)	(3,015	)
Other, net	1,987		1,681
Net cash provided by investing activities	313,268		66,183
Cash flows from financing activities:
Repayment of debt	(16	)	(364	)
Proceeds from exercise of stock-based compensation awards	17,444		22,472
Repurchase of common stock	(402,293	)	(63,573	)
Other, net	646		1,758
Net cash used in financing activities	(384,219	)	(39,707	)
Effect of exchange rate changes on cash and cash equivalents	(4,374	)	(5,613	)
Net increase in cash and cash equivalents	189,712		313,436
Cash and cash equivalents at beginning of period	417,073		513,288
Cash and cash equivalents at end of period	$ 606,785		$ 826,724

See accompanying notes.

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated 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 Annual Report on Form 10-K for the fiscal year ended May 31, 2015 . A summary of our significant accounting policies is presented beginning on page 37 of that report. There have been no material changes in the accounting policies followed by Cintas during the current fiscal year other than the adoption of new accounting pronouncements discussed in Note 2. Additionally, see Note 12 entitled Segment Information for discussion of the change in reportable operating segments in the first quarter of fiscal 2016.

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.

Cintas' investment in the Shred-it Partnership (Shred-it) is classified as discontinued operations for all periods presented as a result of entering into a definitive agreement on July 15, 2015 to sell the investment. In the quarter ended November 30, 2015, Cintas completed the sale of its investment in Shred-it. During fiscal 2015, Cintas sold its document imaging and retention services (Storage) business and, as a result, its operations are also classified as discontinued operations for all periods presented. See Note 13 entitled Discontinued Operations for more information.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015 , inventories are valued at the lower of cost (first-in, first-out) or market. Inventory is comprised of the following amounts at:

(In thousands)	November 30, 2015	May 31, 2015
Raw materials	$ 18,222	$ 16,935
Work in process	18,344	17,079
Finished goods	214,911	192,197
	$ 251,477	$ 226,211

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606),’’ to clarify revenue recognition principles. This guidance is intended to improve disclosure requirements and enhance the comparability of revenue recognition practices. Improved disclosures under the amended guidance relate to the nature, amount, timing and uncertainty of revenue that is recognized from contracts with customers. This guidance will be effective for reporting periods beginning after December 15, 2017 and will be required to be applied retrospectively. Early application of the amendments in this update is not permitted. Cintas is currently evaluating the impact that ASU 2014-09 will have on its consolidated condensed financial statements.

In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amended accounting guidance related to the reporting of discontinued operations and disclosures of disposals of components of an entity. The amended guidance changes the thresholds for disposals to qualify as discontinued operations and requires additional disclosures. This guidance is effective for reporting periods beginning after December 15, 2014 and is required to be applied prospectively. Cintas adopted ASU 2014-08 during the quarter ended August 31, 2015 and applied the amended accounting guidance to its investment in Shred-it and will apply it to future transactions, as appropriate.

In April 2015, the FASB issued ASU 2015-17, “Balance Sheet Classifications of Deferred Taxes,” which amended accounting guidance related to the presentation of deferred tax liabilities and assets. The amended guidance requires that all deferred tax liabilities and assets be classified as noncurrent on the balance sheet. This guidance is effective for reporting periods beginning after December 15, 2016; however, early adoption is permitted. This guidance can also be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Cintas adopted ASU 2015-17 during the quarter ended November 30, 2015 and has applied this amended accounting guidance to its deferred tax liabilities and assets for all periods presented.

No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the Consolidated Condensed Financial Statements.

Fair Value Measurements

All financial instruments that are measured at fair value on a recurring basis (at least annually) have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated balance sheet date. These financial instruments measured at fair value on a recurring basis are summarized below:

(In thousands)	As of November 30, 2015 — Level 1	Level 2	Level 3	Fair Value
Cash and cash equivalents	$ 556,809	$ 49,976	$ —	$ 606,785
Marketable securities:
Canadian treasury securities	—	65,826	—	65,826
Total assets at fair value	$ 556,809	$ 115,802	$ —	$ 672,611

(In thousands)	As of May 31, 2015 — Level 1	Level 2	Level 3	Fair Value
Cash and cash equivalents	$ 417,073	$ —	$ —	$ 417,073
Marketable securities:
Canadian treasury securities	—	16,081	—	16,081
Total assets at fair value	$ 417,073	$ 16,081	$ —	$ 433,154

Cintas’ cash and cash equivalents and marketable securities are generally classified within Level 1 or Level 2 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets, and financial instruments classified as Level 2 are based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments.

The types of financial instruments Cintas classifies within Level 2 are primarily high grade domestic commercial paper and Canadian treasury securities (federal). The valuation technique used for Cintas’ marketable securities classified within Level 2 of the fair value hierarchy is primarily the market approach. The primary inputs to value Cintas’ marketable securities are the respective instrument's future cash flows based on its stated yield and the amount a market participant would pay for a similar instrument. Primarily all of Cintas’ marketable securities are actively traded and the recorded fair value reflects current market conditions. However, due to the inherent volatility in the investment market, there is at least a possibility that recorded investment values may change in the near term.

The funds invested in Canadian treasury securities are not presently expected to be repatriated, but instead are expected to be invested indefinitely in foreign subsidiaries. Interest, realized gains and losses and declines in value determined to be other than temporary on available-for-sale securities are included in interest income or expense. The cost of the securities sold is based on the specific identification method. The amortized cost basis of marketable securities as of November 30, 2015 and May 31, 2015 was $65.8 million and $16.1 million , respectively. All outstanding marketable securities at November 30, 2015 and May 31, 2015 had contractual maturities due within one year.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated balance sheet date.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required under GAAP. The Company's acquisition of ZEE Medical, Inc. (ZEE) was recorded at fair value. See Note 9 entitled Acquisitions for additional information on the measurement of the ZEE assets acquired.

Investments

Investments at November 30, 2015 of $126.5 million include the cash surrender value of insurance policies of $108.8 million , equity method investments of $15.5 million , and cost method investments of $2.2 million . Investments at May 31, 2015 of $329.7 million include the cash surrender value of insurance policies of $101.8 million , equity method investments of $225.7 million and cost method investments of $2.2 million .

Effective August 31, 2015, Cintas' investment in Shred-it was classified as discontinued operations as a result of Cintas entering into a definitive agreement to sell its investment. In the quarter ended November 30, 2015, Cintas completed the transaction to sell its investment in Shred-it. Cash proceeds received at the closing of the transaction totaled $578.3 million dollars. The transaction involved contingent consideration that the Company has an opportunity to receive if specified future events occur. Because of the uncertainty surrounding the future events, these amounts represent gain contingencies that have not been recorded. As allowed under applicable accounting guidance, the May 31, 2015 consolidated condensed balance sheet amounts for these assets and liabilities remain in their natural classifications. See Note 13 entitled Discontinued Operations.

On June 30, 2014, Cintas sold stock in an equity method investment. In conjunction with the sale of the equity method investment, Cintas also received a cash dividend of $5.2 million . Total cash received from the transaction was $35.2 million . The sale resulted in the recording of a gain, net of tax, of approximately $13.6 million in the six months ended November 30, 2014 . As a result, the Company no longer has the ability to exercise significant influence over the investee. Therefore, effective July 1, 2014, the remaining investment retained by Cintas is accounted for under the cost method.

Investments are evaluated for impairment on an annual basis or when indicators of impairment exist. For the six months ended November 30, 2015 and 2014 , no losses due to impairment were recorded.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations using the two-class method for amounts attributable to Cintas’ common shares:

(In thousands except per share data)	Three Months Ended — November 30, 2015	November 30, 2014	Six Months Ended — November 30, 2015	November 30, 2014
Basic Earnings per Share from Continuing Operations
Income from continuing operations	$ 115,453	$ 103,701	$ 221,651	$ 209,606
Less: income from continuing operations allocated to participating securities	1,887	1,342	3,629	1,933
Income from continuing operations available to common shareholders	$ 113,566	$ 102,359	$ 218,022	$ 207,673
Basic weighted average common shares outstanding	108,301	117,115	109,455	116,887
Basic earnings per share from continuing operations	$ 1.05	$ 0.88	$ 1.99	$ 1.78

(In thousands except per share data)	Three Months Ended — November 30, 2015	November 30, 2014	Six Months Ended — November 30, 2015	November 30, 2014
Diluted Earnings per Share from Continuing Operations
Income from continuing operations	$ 115,453	$ 103,701	$ 221,651	$ 209,606
Less: income from continuing operations allocated to participating securities	1,887	1,342	3,629	1,933
Income from continuing operations available to common shareholders	$ 113,566	$ 102,359	$ 218,022	$ 207,673
Basic weighted average common shares outstanding	108,301	117,115	109,455	116,887
Effect of dilutive securities – employee stock options	1,812	1,540	1,685	1,447
Diluted weighted average common shares outstanding	110,113	118,655	111,140	118,334
Diluted earnings per share from continuing operations	$ 1.03	$ 0.86	$ 1.96	$ 1.75

Basic and diluted earnings per share from discontinued operations were $2.06 and $2.03 , respectively, for the three months ended November 30, 2015 , and both basic and diluted earnings per share were $0.14 for the three months ended November 30, 2014 . Basic and diluted earnings per share from discontinued operations were $2.01 and $1.98 , respectively for the six months ended November 30, 2015 , and both basic and diluted earnings per share from discontinued operations were $0.18 for the six months ended November 30, 2014 .

For the three months ended November 30, 2015 and 2014 , options granted to purchase 0.3 million and 0.5 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. For the six months ended November 30, 2015 and 2014 , options granted to purchase 0.4 million and 0.6 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).

On January 13, 2015, we announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have an expiration date. The January 13, 2015 share buyback program was completed during the second quarter of fiscal 2016. From the inception of the January 13, 2015 share buyback program through September 2015, Cintas purchased a total of 5.9 million shares of Cintas common stock at an average price of $84.07 per share for a total purchase price of $500.0 million . On August 4, 2015, we announced that the Board of Directors authorized a new $500.0 million share buyback program. The following table summarizes the buyback activity by program and fiscal period:

(In thousands except per share data) — Buyback Program	Three Months Ended November 30, 2015 — Shares	Avg. Price per Share	Purchase Price	Six Months Ended November 30, 2015 — Shares	Avg. Price per Share	Purchase Price
January 13, 2015	713	$ 84.74	$ 60,409	3,078	$ 85.44	$ 262,937
August 4, 2015	1,396	$ 85.94	$ 119,981	1,396	$ 85.94	$ 119,981
	2,109	$ 85.53	$ 180,390	4,474	$ 85.59	$ 382,918

In the period subsequent to November 30, 2015 through January 8, 2016 , we did not purchase any shares of Cintas common stock. In addition, for the six months ended November 30, 2015 , Cintas acquired 0.2 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the six months ended November 30, 2015 . These shares were acquired at an average price of $85.63 per share for a total purchase price of $19.4 million . Of the total purchase price, $0.3 million occurred in the three months ended November 30, 2015 .

Goodwill, Service Contracts and Other Assets

Effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating segments in light of certain changes in its business, including the acquisition of ZEE. Cintas’ updated reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The remainder of Cintas’ business, which consists primarily of Fire Protection Services and its Direct Sale business, are included in All Other. For additional information regarding Cintas’ realignment and reportable operating segment determination, see Note 12 entitled Segment Information.

As a result of Cintas’ segment realignment, the composition of Cintas’ reporting units for the evaluation of goodwill impairment also changed. Historically, Cintas’ reporting units were the same as the reportable operating segments, Rental Uniforms and Ancillary Products, Uniform Direct Sales and First Aid, Safety and Fire Protection Services. Effective June 1, 2015, Cintas identified five reporting units for purposes of evaluating goodwill impairment, Uniform Rental and Facility Services, First Aid and Safety Services, and three reporting units within All Other. As a result of the change in reporting units, Cintas was required to perform an interim impairment test on Goodwill at June 1, 2015. There was no impairment recorded as a result of the interim impairment test.

As the composition of the reporting units changed, the Company allocated historical goodwill to the new reporting units based on a relative fair value allocation approach. Fair value of each reporting unit was determined using a combination of the market approach and the income approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit's peer group. Under the income approach, value is dependent on the present value of net cash flows to be derived from the ownership. The relative fair value allocation approach yielded the following allocation of total goodwill as of June 1, 2015: Uniform Rental and Facility Services reportable operating segment goodwill of $943.9 million , First Aid and Safety Services reportable operating segment goodwill of $155.0 million and All Other goodwill of $96.7 million .

Changes in the carrying amount of goodwill and service contracts for the six months ended November 30, 2015 , by reportable operating segment and All Other, are as follows:

Goodwill (in thousands) — Balance as of June 1, 2015	Uniform Rental and Facility Services — $ 943,909		First Aid and Safety Services — $ 154,954		All Other — $ 96,749		Total — $ 1,195,612
Goodwill acquired	—		79,248		54		79,302
Foreign currency translation	(983	)	(285	)	(52	)	(1,320	)
Balance as of November 30, 2015	$ 942,926		$ 233,917		$ 96,751		$ 1,273,594

Service Contracts (in thousands) — Balance as of June 1, 2015	Uniform Rental and Facility Services — $ 6,677		First Aid and Safety Services — $ 1,576		All Other — $ 34,181		Total — $ 42,434
Service contracts acquired	—		34,000		940		34,940
Service contracts amortization	(2,146	)	(1,424	)	(3,559	)	(7,129	)
Foreign currency translation	—		(62	)	—		(62	)
Balance as of November 30, 2015	$ 4,531		$ 34,090		$ 31,562		$ 70,183

Information regarding Cintas’ service contracts and other assets is as follows:

(In thousands)	As of November 30, 2015 — Carrying Amount	Accumulated Amortization	Net
Service contracts	$ 374,292	$ 304,109	$ 70,183
Noncompete and consulting agreements	$ 42,262	$ 40,662	$ 1,600
Other	27,529	8,485	19,044
Total other assets	$ 69,791	$ 49,147	$ 20,644

(In thousands)	As of May 31, 2015 — Carrying Amount	Accumulated Amortization	Net
Service contracts	$ 340,816	$ 298,382	$ 42,434
Noncompete and consulting agreements	$ 41,828	$ 40,379	$ 1,449
Other	23,595	7,550	16,045
Total other assets	$ 65,423	$ 47,929	$ 17,494

Amortization expense for continuing operations was $4.2 million and $3.5 million for the three months ended November 30, 2015 and 2014 , respectively. Amortization expense for continuing operations was $7.8 million and $7.0 million for the six months ended November 30, 2015 and 2014 , respectively. Estimated amortization expense for continuing operations, excluding any future acquisitions, for each of the next five full fiscal years is $14.6 million , $11.2 million , $10.2 million , $9.6 million and $9.2 million , respectively.

Debt, Derivatives and Hedging Activities

Cintas' senior notes are recorded at cost. The fair value of the senior notes is estimated using Level 2 inputs based on general market prices. The carrying value and fair value of Cintas' senior notes as of November 30, 2015 were $1,300.0 million and $1,401.8 million, respectively, and as of May 31, 2015 were $1,300.0 million and $1,418.6 million, respectively.

Cintas’ commercial paper program has a capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group. This revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million and has a maturity date of May 28, 2019. No commercial paper or borrowings on our revolving credit facility were outstanding as of November 30, 2015 or May 31, 2015 .

Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2008, fiscal 2011 and fiscal 2013. The amortization of the cash flow hedges resulted in an increase to other comprehensive income of $0.5 million for the three months ended November 30, 2015 and 2014 and $1.0 million for the six months ended November 30, 2015 and 2014.

To hedge the exposure of movements in the foreign currency rates, Cintas may use foreign currency hedges. These hedges reduce the impact on cash flows from movements in the foreign currency exchange rates. Examples of foreign currency hedge instruments that Cintas may use are average rate options and forward contracts. Cintas had no foreign currency forward contracts as of November 30, 2015 or May 31, 2015.

Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. Cintas was in compliance with all debt covenants for all periods presented. 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.

Income Taxes

In the normal course of business, Cintas provides for uncertain tax positions and the related interest, and adjusts its unrecognized tax benefits and accrued interest accordingly. During the three months ended November 30, 2015 , unrecognized tax benefits increased by approximately $0.6 million and accrued interest increased by $0.1 million . During the six months ended November 30, 2015 , unrecognized tax benefits increased by approximately $1.1 million and accrued interest increased by approximately $0.2 million .

All U.S. federal income tax returns are closed to audit through fiscal 2011. Cintas is currently in advanced stages of its U.S. federal audit and various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2009. Based on the resolution of the various audits and

other potential regulatory developments, it is reasonably possible that the balance of unrecognized tax benefits will decrease by $1.0 million for the fiscal year ending May 31, 2016 .

The majority of Cintas' operations are in North America. Cintas is required to file federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated condensed results of operation in any given period.

Acquisitions

On August 1, 2015, the Company acquired all of the shares of ZEE for acquisition-date fair value consideration of $134.0 million , consisting of cash of $120.6 million and contingent consideration, subject to certain holdback provisions of $13.4 million . ZEE will operate within the First Aid and Safety Services reportable operating segment. This acquisition expands our footprint in van delivered first aid, safety, training and emergency products and allows us to serve an even greater number of customers in North America.

The table below summarizes the purchase price allocation of ZEE as determined by management with the assistance of third-party valuation specialists. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. None of the goodwill is expected to be deductible for income tax purposes. The assets acquired and liabilities assumed are valued at the estimated fair value at the acquisition date as required by GAAP.

(In thousands)
Assets:
Cash and cash equivalents	$ 333
Accounts receivable	16,705
Inventory	5,987
Other current assets	1,443
Property, plant and equipment	1,331
Goodwill	79,248
Service contracts	34,000
Other intangibles	4,500
Liabilities:
Accounts payable	(7,195	)
Accrued liabilities	(2,352	)
Total Consideration	$ 134,000

The estimated useful life of the acquired service contracts is 10 years.

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated condensed financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including business acquisitions). The working capital assets and liabilities, as well as the property and equipment acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill, service contracts and other intangibles were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flow using a discount rate of 11% (income approach).

The results of operations of ZEE are not material to the consolidated financial statements.

Litigation and Other Contingencies

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

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 Equal Employment Opportunity Commission (EEOC) systemic gender discrimination 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 (SSR) positions in the Rental Uniforms and Ancillary Products operating segment. On November 15, 2005, the EEOC intervened in the Serrano lawsuit. The Serrano plaintiffs seek lost pay, injunctive relief, compensatory damages, punitive damages, attorneys' fees and other remedies on behalf of unsuccessful female candidates for SSR positions. 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 action to female applicants for SSR positions at Cintas locations within the state of Michigan. Consequently, all claims brought by or on behalf of female applicants for SSR 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. 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 appealed the District Court's summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit. On November 9, 2012, the Sixth Circuit Court of Appeals reversed the District Court's opinion and remanded the claims back to the District Court. On April 16, 2013, Cintas filed with the United States Supreme Court a Petition for a Writ of Certiorari seeking to review the judgment of the United States Court of Appeals for the Sixth Circuit. On October 7, 2013, the Court denied Cintas’ Petition, thus remanding the claims back to the District Court consistent with the Sixth Circuit Court’s November 9, 2012 decision. The parties have agreed to a settlement, and on November 25, 2015, the District Court approved the entry of a Consent Decree between EEOC and Cintas Corporation settling the case. The settlement was not material to Cintas' continuing operations.

The litigation discussed above, if decided or settled adversely to Cintas, may result in liability material to Cintas' consolidated financial condition, consolidated results of operation or consolidated cash flows 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.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax:

(In thousands) — Balance at June 1, 2015	Foreign Currency — $ 2,987		Unrealized Loss on Derivatives — $ (10,626	)	Other — $ (832	)	Total — $ (8,471	)
Other comprehensive loss before reclassifications	(12,013	)	—		(8	)	(12,021	)
Amounts reclassified from accumulated other comprehensive income (loss)	—		488		—		488
Net current period other comprehensive (loss) income	(12,013	)	488		(8	)	(11,533	)
Balance at August 31, 2015	(9,026	)	(10,138	)	(840	)	(20,004	)
Other comprehensive loss before reclassifications	(4,626	)	—		(10	)	(4,636	)
Amounts reclassified from accumulated other comprehensive income (loss)	6,472		488		—		6,960
Net current period other comprehensive income (loss)	1,846		488		(10	)	2,324
Balance at November 30, 2015	$ (7,180	)	$ (9,650	)	$ (850	)	$ (17,680	)

(In thousands) — Balance at June 1, 2014	Foreign Currency — $ 41,525		Unrealized Loss on Derivatives — $ (12,615	)	Other — $ (482	)	Total — $ 28,428
Other comprehensive (loss) income before reclassifications	(2,115	)	17		—		(2,098	)
Amounts reclassified from accumulated other comprehensive income (loss)	—		488		—		488
Net current period other comprehensive (loss) income	(2,115	)	505		—		(1,610	)
Balance at August 31, 2014	39,410		(12,110	)	(482	)	26,818
Other comprehensive (loss) income before reclassifications	(9,778	)	(21	)	3		(9,796	)
Amounts reclassified from accumulated other comprehensive income (loss)	—		488		—		488
Net current period other comprehensive (loss) income	(9,778	)	467		3		(9,308	)
Balance at November 30, 2014	$ 29,632		$ (11,643	)	$ (479	)	$ 17,510

The following table summarizes the reclassifications out of accumulated other comprehensive (loss) income:

Reclassifications out of Accumulated Other Comprehensive (Loss) Income
Details about Accumulated Other Comprehensive (Loss) Income Components	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income								Affected Line in the Consolidated Condensed Statements of Income
	Three Months Ended				Six Months Ended
(In thousands)	November 30, 2015		November 30, 2014		November 30, 2015		November 30, 2014
Amortization of interest rate locks	$ (783	)	$ (783	)	$ (1,565	)	$ (1,565	)	Interest expense
Tax benefit	295		295		589		589		Income taxes
Amortization of interest rate locks, net of tax	$ (488	)	$ (488	)	$ (976	)	$ (976	)	Net of tax
	Three Months Ended				Six Months Ended
(In thousands)	November 30, 2015		November 30, 2014		November 30, 2015		November 30, 2014
Cumulative translation adjustment on investment in Shred-it	$ (10,381	)	$ —		$ (10,381	)	$ —		Income from discontinued operations
Tax benefit	3,909		—		3,909		—		Income from discontinued operations
Cumulative translation adjustment on investment in Shred-it, net of tax	$ (6,472	)	$ —		$ (6,472	)	$ —		Net of tax

Segment Information

GAAP requires companies to evaluate their reportable operating segments periodically and when certain events occur. As a result of a recent evaluation, effective June 1, 2015, Cintas realigned its organizational structure and updated its reportable operating segments in light of certain changes in its business including the acquisition of ZEE in the first quarter of fiscal 2016. Cintas’ updated reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’ business, which consists primarily of Fire Protection Services and its Direct Sale business, is included in All Other. All prior fiscal year results presented in the table below have been restated to reflect these new segments.

Prior to June 1, 2015, Cintas classified its business into the following three reportable operating segments: The Rental Uniforms and Ancillary Products operating segment consisted 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 were also provided within this operating segment. The Uniform Direct Sales operating segment consisted of the direct sale of uniforms and related items. The First Aid, Safety and Fire Protection Services operating segment consisted of first aid, safety and fire protection products and 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 Basis of Presentation. Information related to the operations of Cintas’ operating segments is set forth below:

(In thousands)	Uniform Rental and Facility Services	First Aid and Safety Services	All Other	Corporate (1)		Total
For the three months ended November 30, 2015
Revenue	$ 937,704	$ 120,438	$ 160,938	$ —		$ 1,219,080
Income (loss) before income taxes	$ 169,295	$ 14,847	$ 16,207	$ (16,060	)	$ 184,289
For the three months ended November 30, 2014
Revenue	$ 891,475	$ 82,271	$ 149,633	$ —		$ 1,123,379
Income (loss) before income taxes	$ 159,567	$ 11,777	$ 10,239	$ (15,910	)	$ 165,673
As of and for the six months ended November 30, 2015
Revenue	$ 1,876,112	$ 219,926	$ 321,932	$ —		$ 2,417,970
Income (loss) before income taxes	$ 334,676	$ 23,439	$ 27,741	$ (32,353	)	$ 353,503
Total assets	$ 2,995,616	$ 426,673	$ 355,892	$ 672,611		$ 4,450,792
As of and for the six months ended November 30, 2014
Revenue	$ 1,765,173	$ 162,195	$ 298,088	$ —		$ 2,225,456
Income (loss) before income taxes	$ 304,383	$ 20,924	$ 19,764	$ (10,701	)	$ 334,370
Total assets	$ 2,907,484	$ 263,996	$ 336,604	$ 1,189,487		$ 4,697,571

(1) Corporate assets include cash and marketable securities in all periods. Corporate assets as of November 30, 2014 include the investment in the Shred-it Partnership and the Storage assets that were classified as held for sale.

Discontinued Operations

Cintas' investment in Shred-it was classified as discontinued operations for all periods presented as a result of entering into a definitive agreement on July 15, 2015 to sell the investment. During fiscal 2015, Cintas sold Storage and, as a result, its operations are also classified as discontinued operations for all periods presented.

In the quarter ended November 30, 2015, we completed the transaction to sell our investment in Shred-it to Stericycle, Inc. Cintas’ share of the proceeds from the sale were $578.3 million . Cintas also has the opportunity to receive up to $34.0 million in additional consideration in the future, subject to certain holdback provisions. Because of the uncertainty surrounding the holdback provisions, this amount represents a gain contingency that has not been recorded. As of May 31, 2015 , the equity method investment in Shred-it was $210.1 million . Cintas’ carrying value of its investment in Shred-it exceeded its share of the underlying equity in the net assets of Shred-it (basis difference). The basis difference was amortized over the weighted average estimated useful lives of the underlying assets which generated the basis difference (approximately 9 years ) and was recorded as a reduction in our share of income from Shred-it, net of tax. For the six months ended November 30, 2015 , Cintas recorded a net loss on the investment in Shred-it of $24.3 million , which included amortization of basis differences of approximately $4.8 million . After the sale of Shred-it, the basis difference no longer exists and Cintas will no longer record income or loss from Shred-it.

In the first quarter of fiscal 2015, Cintas received additional proceeds related to the contribution of its shredding business to Shred-it. The Company realized a $3.9 million gain, net of tax, as a result of the additional consideration received.

In fiscal 2015, Cintas sold Storage, excluding related real estate owned by Cintas, in three separate transactions to three separate buyers. Certain real estate owned by Cintas is being leased by the buyers. These lease payments do not represent a material direct cash flow of the disposed Storage business and therefore do not impact the classification of the Storage business as a discontinued operation. On July 10, 2015, Cintas sold the remaining Storage assets classified as held for sale. During the three months ended November 30, 2015 , Cintas received additional proceeds related to contingent consideration on the sale of Storage. The Company realized a pre-tax gain of $10.9 million as a result of the additional consideration received. For the six months ended November 30, 2015 , Cintas received proceeds of $24.4 million from the sale of the remaining Storage assets previously classified as held for sale and realized a pre-tax gain of $4.8 million on the sale.

Following is selected financial information included in net income from discontinued operations for the Shredding and Storage businesses:

(In thousands)	Three Months Ended — November 30, 2015		November 30, 2014		Six Months Ended — November 30, 2015		November 30, 2014 (1)
Revenue	$ —		$ 10,594		$ —		$ 31,379
Income (loss) before income taxes	845		(5,687	)	1,082		(5,112	)
Income tax (expense) benefit	(336	)	2,206		(421	)	1,966
Gain on Storage Transactions	10,943		34,137		15,786		34,137
(Loss) gain on investment in Shred-it Partnership (1)	(9,772	)	—		(24,288	)	6,619
Gain on sale of investment in Shred-it Partnership	374,026		—		374,026		—
Income tax expense on net gain (loss)	(146,059	)	(13,945	)	(142,555	)	(16,696	)
Net income from discontinued operations	$ 229,647		$ 16,711		$ 223,630		$ 20,914

(1) Results for the three and six months ended November 30, 2014 related to the gain on the investment in Shred-it Partnership were previously presented in continuing operations and were reclassified to discontinued operations as previously discussed.

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 $1,300.0 million aggregate principal amount of 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:

Condensed Consolidating Income Statement

Three Months Ended November 30, 2015

(In thousands)

	Cintas Corporation	Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Revenue:
Uniform rental and facility services	$ —	$ 723,216		$ 199,877		$ 53,674		$ (39,063	)	$ 937,704
Other	—	394,257		740		17,516		(131,137	)	281,376
Equity in net income of affiliates	115,453	—		—		—		(115,453	)	—
	115,453	1,117,473		200,617		71,190		(285,653	)	1,219,080
Costs and expenses (income):
Cost of uniform rental and facility services	—	455,311		112,832		37,596		(79,648	)	526,091
Cost of other	—	248,687		(8,734	)	10,655		(85,019	)	165,589
Selling and administrative expenses	—	345,802		(30,159	)	16,140		(4,732	)	327,051
Operating income	115,453	67,673		126,678		6,799		(116,254	)	200,349
Interest income	—	(12	)	(68	)	(31	)	—		(111	)
Interest expense (income)	—	16,427		(256	)	—		—		16,171
Income before income taxes	115,453	51,258		127,002		6,830		(116,254	)	184,289
Income taxes	—	18,751		47,071		3,042		(28	)	68,836
Income from continuing operations	115,453	32,507		79,931		3,788		(116,226	)	115,453
Income (loss) from discontinued operations, net of tax	229,647	234,604		—		(4,957	)	(229,647	)	229,647
Net income (loss)	$ 345,100	$ 267,111		$ 79,931		$ (1,169	)	$ (345,873	)	$ 345,100

Condensed Consolidating Income Statement

Three Months Ended November 30, 2014

(In thousands)

	Cintas Corporation	Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Revenue:
Uniform rental and facility services	$ —	$ 678,360		$ 188,424		$ 59,311		$ (34,620	)	$ 891,475
Other	—	348,293		525		15,332		(132,246	)	231,904
Equity in net income of affiliates	103,701	—		—		—		(103,701	)	—
	103,701	1,026,653		188,949		74,643		(270,567	)	1,123,379
Costs and expenses (income):
Cost of uniform rental and facility services	—	429,237		104,226		40,756		(68,396	)	505,823
Cost of other	—	222,407		(6,194	)	8,963		(89,044	)	136,132
Selling and administrative expenses	—	308,653		(19,158	)	18,450		(8,104	)	299,841
Operating income	103,701	66,356		110,075		6,474		(105,023	)	181,583
Interest income	—	(5	)	(15	)	—		1		(19	)
Interest expense (income)	—	16,435		(497	)	(9	)	—		15,929
Income before income taxes	103,701	49,926		110,587		6,483		(105,024	)	165,673
Income taxes	—	18,548		41,842		1,601		(19	)	61,972
Income from continuing operations	103,701	31,378		68,745		4,882		(105,005	)	103,701
Income from discontinued operations, net of tax	16,711	14,956		—		1,755		(16,711	)	16,711
Net income	$ 120,412	$ 46,334		$ 68,745		$ 6,637		$ (121,716	)	$ 120,412

Condensed Consolidating Income Statement

Six Months Ended November 30, 2015

(In thousands)

	Cintas Corporation	Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Revenue:
Uniform rental and facility services	$ —	$ 1,444,545		$ 402,142		$ 107,686		$ (78,261	)	$ 1,876,112
Other	—	766,868		2,033		32,327		(259,370	)	541,858
Equity in net income of affiliates	221,651	—		—		—		(221,651	)	—
	221,651	2,211,413		404,175		140,013		(559,282	)	2,417,970
Costs and expenses (income):
Cost of uniform rental and facility services	—	895,891		229,664		74,953		(155,914	)	1,044,594
Cost of other	—	486,056		(17,377	)	20,225		(167,072	)	321,832
Selling and administrative expenses	—	692,878		(49,014	)	34,020		(12,196	)	665,688
Operating income	221,651	136,588		240,902		10,815		(224,100	)	385,856
Interest income	—	(12	)	(116	)	(102	)	—		(230	)
Interest expense (income)	—	32,802		(218	)	(1	)	—		32,583
Income before income taxes	221,651	103,798		241,236		10,918		(224,100	)	353,503
Income taxes	—	38,340		89,662		3,903		(53	)	131,852
Income from continuing operations	221,651	65,458		151,574		7,015		(224,047	)	221,651
Income (loss) from discontinued operations, net of tax	223,630	229,281		—		(5,651	)	(223,630	)	223,630
Net income	$ 445,281	$ 294,739		$ 151,574		$ 1,364		$ (447,677	)	$ 445,281

Condensed Consolidating Income Statement

Six Months Ended November 30, 2014

(In thousands)

	Cintas Corporation	Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Revenue:
Uniform rental and facility services	$ —	$ 1,344,234		$ 371,605		$ 119,172		$ (69,838	)	$ 1,765,173
Other	—	684,773		1,006		29,076		(254,572	)	460,283
Equity in net income of affiliates	209,606	—		—		—		(209,606	)	—
	209,606	2,029,007		372,611		148,248		(534,016	)	2,225,456
Costs and expenses (income):
Cost of uniform rental and facility services	—	837,608		215,148		81,038		(137,296	)	996,498
Cost of other	—	440,349		(16,851	)	17,920		(171,830	)	269,588
Selling and administrative expenses	—	622,655		(33,164	)	37,524		(12,716	)	614,299
Operating income	209,606	128,395		207,478		11,766		(212,174	)	345,071
Gain on sale of stock of an equity method investment	—	—		21,739		—		—		21,739
Interest income	—	(10	)	(63	)	—		1		(72	)
Interest expense (income)	—	32,844		(327	)	(5	)	—		32,512
Income before income taxes	209,606	95,561		229,607		11,771		(212,175	)	334,370
Income taxes	—	35,296		85,846		3,652		(30	)	124,764
Income from continuing operations	209,606	60,265		143,761		8,119		(212,145	)	209,606
Income from discontinued operations, net of tax	20,914	19,219		—		1,695		(20,914	)	20,914
Net income	$ 230,520	$ 79,484		$ 143,761		$ 9,814		$ (233,059	)	$ 230,520

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended November 30, 2015

(In thousands)

	Cintas Corporation	Corp. 2	Subsidiary Guarantors	Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Net income (loss)	$ 345,100	$ 267,111	$ 79,931	$ (1,169	)	$ (345,873	)	$ 345,100
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—	—	(4,626	)	—		(4,626	)
Cumulative translation adjustment on investment in Shred-it	—	5,875	—	597		—		6,472
Amortization of interest rate lock agreements	—	488	—	—		—		488
Change in fair value of available-for-sale securities	—	—	—	(10	)	—		(10	)
Other comprehensive income (loss)	—	6,363	—	(4,039	)	—		2,324
Comprehensive income (loss)	$ 345,100	$ 273,474	$ 79,931	$ (5,208	)	$ (345,873	)	$ 347,424

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended November 30, 2014

(In thousands)

	Cintas Corporation	Corp. 2	Subsidiary Guarantors	Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Net income	$ 120,412	$ 46,334	$ 68,745	$ 6,637		$ (121,716	)	$ 120,412
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—	—	(9,778	)	—		(9,778	)
Change in fair value of derivatives	—	—	—	(21	)	—		(21	)
Amortization of interest rate lock agreements	—	488	—	—		—		488
Change in fair value of available-for-sale securities	—	—	—	3		—		3
Other comprehensive income (loss)	—	488	—	(9,796	)	—		(9,308	)
Comprehensive income (loss)	$ 120,412	$ 46,822	$ 68,745	$ (3,159	)	$ (121,716	)	$ 111,104

Condensed Consolidating Statement of Comprehensive Income

Six Months Ended November 30, 2015

(In thousands)

	Cintas Corporation	Corp. 2	Subsidiary Guarantors	Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Net income	$ 445,281	$ 294,739	$ 151,574	$ 1,364		$ (447,677	)	$ 445,281
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—	—	(16,639	)	—		(16,639	)
Cumulative translation adjustment on investment in Shred-it	—	5,875	—	597		—		6,472
Amortization of interest rate lock agreements	—	976	—	—		—		976
Change in fair value of available-for-sale securities	—	—	—	(18	)	—		(18	)
Other comprehensive income (loss)	—	6,851	—	(16,060	)	—		(9,209	)
Comprehensive income (loss)	$ 445,281	$ 301,590	$ 151,574	$ (14,696	)	$ (447,677	)	$ 436,072

Condensed Consolidating Statement of Comprehensive Income

Six Months Ended November 30, 2014

(In thousands)

	Cintas Corporation	Corp. 2	Subsidiary Guarantors	Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Net income	$ 230,520	$ 79,484	$ 143,761	$ 9,814		$ (233,059	)	$ 230,520
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	—	—	—	(11,893	)	—		(11,893	)
Change in fair value of derivatives	—	—	—	(4	)	—		(4	)
Amortization of interest rate lock agreements	—	976	—	—		—		976
Change in fair value of available-for-sale securities	—	—	—	3		—		3
Other comprehensive income (loss)	—	976	—	(11,894	)	—		(10,918	)
Comprehensive income (loss)	$ 230,520	$ 80,460	$ 143,761	$ (2,080	)	$ (233,059	)	$ 219,602

Condensed Consolidating Balance Sheet

As of November 30, 2015

(In thousands)

	Cintas Corporation		Corp. 2		Subsidiary Guarantors		Non- Guarantors	Eliminations		Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$ —		$ 107,831		$ 464,900		$ 34,054	$ —		$ 606,785
Marketable securities	—		—		—		65,826	—		65,826
Accounts receivable, net	—		396,511		118,567		34,112	—		549,190
Inventories, net	—		218,921		23,197		9,355	4		251,477
Uniforms and other rental items in service	—		408,474		117,186		35,641	(18,770	)	542,531
Prepaid expenses and other current assets	—		6,339		20,085		1,047	—		27,471
Total current assets	—		1,138,076		743,935		180,035	(18,766	)	2,043,280
Property and equipment, at cost, net	—		541,903		304,076		70,565	—		916,544
Investments	321,083		1,770,407		902,506		936,126	(3,803,575	)	126,547
Goodwill	—		—		1,240,155		33,551	(112	)	1,273,594
Service contracts, net	—		68,288		21		1,874	—		70,183
Other assets, net	1,155,878		223,680		2,929,865		9,215	(4,297,994	)	20,644
	$ 1,476,961		$ 3,742,354		$ 6,120,558		$ 1,231,366	$ (8,120,447	)	$ 4,450,792
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$ (465,247	)	$ (1,313,619	)	$ 1,849,138		$ 26,560	$ 38,011		$ 134,843
Accrued compensation and related liabilities	—		42,180		19,472		4,234	—		65,886
Accrued liabilities	—		89,580		343,029		11,104	—		443,713
Income taxes, current	—		228,718		7,796		25	—		236,539
Long-term debt due within one year	—		250,317		(317	)	—	—		250,000
Total current liabilities	(465,247	)	(702,824	)	2,219,118		41,923	38,011		1,130,981
Long-term liabilities:
Long-term debt due after one year	—		1,058,135		(8,525	)	390	—		1,050,000
Deferred income taxes	—		(418	)	220,906		6,977	—		227,465
Accrued liabilities	—		—		116,854		964	—		117,818
Total long-term liabilities	—		1,057,717		329,235		8,331	—		1,395,283
Total shareholders’ equity	1,942,208		3,387,461		3,572,205		1,181,112	(8,158,458	)	1,924,528
	$ 1,476,961		$ 3,742,354		$ 6,120,558		$ 1,231,366	$ (8,120,447	)	$ 4,450,792

Condensed Consolidating Balance Sheet

As of May 31, 2015

(In thousands)

	Cintas Corporation		Corp. 2		Subsidiary Guarantors		Non- Guarantors	Eliminations		Cintas Corporation Consolidated
Assets
Current assets:
Cash and cash equivalents	$ —		$ 74,145		$ 249,203		$ 93,725	$ —		$ 417,073
Marketable securities	—		—		—		16,081	—		16,081
Accounts receivable, net	—		358,560		104,964		32,606	—		496,130
Inventories, net	—		193,594		21,149		8,870	2,598		226,211
Uniforms and other rental items in service	—		399,017		117,473		36,478	(18,963	)	534,005
Income taxes, current	—		1,191		(339	)	84	—		936
Assets held for sale	—		21,341		—		—	—		21,341
Prepaid expenses and other current assets	—		5,514		17,492		1,024	—		24,030
Total current assets	—		1,053,362		509,942		188,868	(16,365	)	1,735,807
Property and equipment, at cost, net	—		523,690		275,072		72,659	—		871,421
Investments	321,083		1,956,320		895,393		956,461	(3,799,565	)	329,692
Goodwill	—		—		1,180,527		15,197	(112	)	1,195,612
Service contracts, net	—		42,400		34		—	—		42,434
Other assets, net	1,154,596		12,373		2,741,950		3,572	(3,894,997	)	17,494
	$ 1,475,679		$ 3,588,145		$ 5,602,918		$ 1,236,757	$ (7,711,039	)	$ 4,192,460
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$ (465,247	)	$ (877,042	)	$ 1,391,999		$ 21,876	$ 38,021		$ 109,607
Accrued compensation and related liabilities	—		59,752		23,989		4,682	—		88,423
Accrued liabilities	—		65,022		232,500		13,137	(724	)	309,935
Liabilities held for sale	—		704		—		—	—		704
Long-term debt due within one year	—		293		(293	)	—	—		—
Total current liabilities	(465,247	)	(751,271	)	1,648,195		39,695	37,297		508,669
Long-term liabilities:
Long-term debt due after one year	—		1,308,452		(9,766	)	590	724		1,300,000
Deferred income taxes	—		(304	)	333,929		5,702	—		339,327
Accrued liabilities	—		—		111,105		904	—		112,009
Total long-term liabilities	—		1,308,148		435,268		7,196	724		1,751,336
Total shareholders’ equity	1,940,926		3,031,268		3,519,455		1,189,866	(7,749,060	)	1,932,455
	$ 1,475,679		$ 3,588,145		$ 5,602,918		$ 1,236,757	$ (7,711,039	)	$ 4,192,460

Condensed Consolidating Statement of Cash Flows

Six Months Ended November 30, 2015

(In thousands)

	Cintas Corporation		Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Cash flows from operating activities:
Net income	$ 445,281		$ 294,739		$ 151,574		$ 1,364		$ (447,677	)	$ 445,281
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation	—		43,675		24,787		4,668		—		73,130
Amortization of intangible assets	—		7,248		337		179		—		7,764
Stock-based compensation	40,241		—		—		—		—		40,241
Gain on Storage Transactions	—		(12,547	)	—		(3,239	)	—		(15,786	)
(Gain) loss on sale of investment in Shred-it Partnership	—		(384,707	)	—		10,681		—		(374,026	)
Loss on investment in Shred-it Partnership	—		22,470		—		1,818		—		24,288
Deferred income taxes	—		(93,097	)	(6,913	)	1,587		—		(98,423	)
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		(24,235	)	(13,603	)	(1,580	)	—		(39,418	)
Inventories, net	—		(20,022	)	(2,048	)	(365	)	2,594		(19,841	)
Uniforms and other rental items in service	—		(9,457	)	287		(1,530	)	(193	)	(10,893	)
Prepaid expenses and other current assets	—		187		(2,593	)	37		—		(2,369	)
Accounts payable	—		(383,328	)	397,834		4,872		(10	)	19,368
Accrued compensation and related liabilities	—		(17,572	)	(4,517	)	(682	)	—		(22,771	)
Accrued liabilities and other	—		995		666		(1,344	)	724		1,041
Income taxes, current	—		229,909		7,442		100		—		237,451
Net cash provided by (used in) operating activities	485,522		(345,742	)	553,253		16,566		(444,562	)	265,037
Cash flows from investing activities:
Capital expenditures	—		(61,196	)	(53,804	)	(6,817	)	—		(121,817	)
Proceeds from redemption of marketable securities	—		—		—		212,081		—		212,081
Purchase of marketable securities and investments	—		(3,437	)	(7,549	)	(264,365	)	4,010		(271,341	)
Proceeds from Storage Transactions, net of cash contributed	—		32,099		—		3,239		—		35,338
Proceeds from sale of investment in Shred-it Partnership	—		565,643		—		12,614		—		578,257
Acquisitions of businesses, net of cash acquired	—		(96,465	)	—		(24,772	)	—		(121,237	)
Other, net	(100,673	)	(57,883	)	(277,201	)	(3,532	)	441,276		1,987
Net cash (used in) provided by investing activities	(100,673	)	378,761		(338,554	)	(71,552	)	445,286		313,268
Cash flows from financing activities:
Proceeds from issuance of debt	—		—		(55	)	55		—		—
Repayment of debt	—		(309	)	1,053		(36	)	(724	)	(16	)
Exercise of stock-based compensation awards	17,444		—		—		—		—		17,444
Repurchase of common stock	(402,293	)	—		—		—		—		(402,293	)
Other, net	—		976		—		(330	)	—		646
Net cash (used in) provided by financing activities	(384,849	)	667		998		(311	)	(724	)	(384,219	)
Effect of exchange rate changes on cash and cash equivalents	—		—		—		(4,374	)	—		(4,374	)
Net increase (decrease) in cash and cash equivalents	—		33,686		215,697		(59,671	)	—		189,712
Cash and cash equivalents at beginning of period	—		74,145		249,203		93,725		—		417,073
Cash and cash equivalents at end of period	$ —		$ 107,831		$ 464,900		$ 34,054		$ —		$ 606,785

Condensed Consolidating Statement of Cash Flows

Six Months Ended November 30, 2014

(In thousands)

	Cintas Corporation		Corp. 2		Subsidiary Guarantors		Non- Guarantors		Eliminations		Cintas Corporation Consolidated
Cash flows from operating activities:
Net income	$ 230,520		$ 79,484		$ 143,761		$ 9,814		$ (233,059	)	$ 230,520
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation	—		38,814		25,972		5,665		—		70,451
Amortization of intangible assets	—		7,251		27		424		—		7,702
Stock-based compensation	24,785		—		—		—		—		24,785
Gain on Storage Transactions	—		(31,113	)	—		(3,024	)	—		(34,137	)
Gain on investment in Shred-it Partnership	—		(6,619	)	—		—		—		(6,619	)
Gain on sale of stock of an equity method investment	—		—		(21,739	)	—		—		(21,739	)
Deferred income taxes	—		26		9,073		1,247		—		10,346
Changes in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	—		(6,468	)	(8,938	)	2,659		—		(12,747	)
Inventories, net	—		10,737		3,258		(898	)	1,750		14,847
Uniforms and other rental items in service	—		(17,000	)	(5,155	)	(2,101	)	783		(23,473	)
Prepaid expenses and other current assets	—		327		(2,943	)	(6	)	—		(2,622	)
Accounts payable	—		(144,224	)	171,596		605		5		27,982
Accrued compensation and related liabilities	—		(16,742	)	(6,148	)	(2,221	)	—		(25,111	)
Accrued liabilities and other	—		(8,174	)	28,401		3,807		746		24,780
Income taxes, current	—		11,945		(3,814	)	(523	)	—		7,608
Net cash provided by (used in) operating activities	255,305		(81,756	)	333,351		15,448		(229,775	)	292,573
Cash flows from investing activities:
Capital expenditures	—		(49,870	)	(57,388	)	(5,767	)	—		(113,025	)
Purchase of marketable securities and investments	—		(2,020	)	55,053		—		(65,011	)	(11,978	)
Proceeds from Storage Transactions, net of cash contributed	—		93,387		—		60,609		—		153,996
Proceeds from Shredding Transaction	—		3,344		—		—		—		3,344
Proceeds from sale of stock of an equity method investment	—		—		29,933		—		—		29,933
Dividends received on equity method investment	—		—		5,247		—		—		5,247
Acquisitions of businesses, net of cash acquired	—		(3,015	)	—		—		—		(3,015	)
Other, net	(214,210	)	44,502		(126,280	)	2,137		295,532		1,681
Net cash (used in) provided by investing activities	(214,210	)	86,328		(93,435	)	56,979		230,521		66,183
Cash flows from financing activities:
Repayment of debt	—		(634	)	1,114		(98	)	(746	)	(364	)
Exercise of stock-based compensation awards	22,478		—		—		(6	)	—		22,472
Repurchase of common stock	(63,573	)	—		—		—		—		(63,573	)
Other, net	—		976		—		782		—		1,758
Net cash (used in) provided by financing activities	(41,095	)	342		1,114		678		(746	)	(39,707	)
Effect of exchange rate changes on cash and cash equivalents	—		—		—		(5,613	)	—		(5,613	)
Net increase in cash and cash equivalents	—		4,914		241,030		67,492		—		313,436
Cash and cash equivalents at beginning of period	—		73,540		399,525		40,223		—		513,288
Cash and cash equivalents at end of period	$ —		$ 78,454		$ 640,555		$ 107,715		$ —		$ 826,724

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 primarily throughout North America, as well as Latin America, Europe and Asia. We bring value to our customers by helping them provide a cleaner, safer and more pleasant atmosphere for their customers and employees. Our products and services are designed to improve our customers’ images. 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 cleaning services and supplies, carpet and tile cleaning services, first aid and safety services and fire protection products and services.

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

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

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

RESULTS OF OPERATIONS

Effective June 1, 2015, 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 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 First Aid and Safety Services operating segment consists of first aid and safety services. The remainder of Cintas’ business, which consists primarily of Fire Protection Services and its Direct Sale business, is included in All Other. These reporting units consist of fire protection products and services and the direct sale of uniforms and related items. Revenue and income before income taxes for the three and six months ended November 30, 2015 and 2014 for the two reportable operating segments and All Other is presented in Note 12 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.”

On August 1, 2015, the Company acquired all of the shares of ZEE Medical Inc. (ZEE), a first aid, safety, training and emergency products business that is included in the First Aid and Safety Services reportable operating segment. See Note 9 entitled Acquisitions for additional information. In the quarter ended November 30, 2015, Cintas completed the sale of its investment in the Shred-it Partnership (Shred-it). As a result of this transaction, results from Shred-it are reported under discontinued operations for the three and six months ended November 30, 2015, as well as the same period in the prior fiscal year. Additionally, effective August 31, 2014, Cintas' document imaging and retention services (Storage) business is reported as a discontinued operation for all periods presented and has been excluded from continuing operations and from operating segment results for all periods presented. In the quarter ended November 30, 2014, Cintas sold its Storage business. Please see Note 13 entitled Discontinued Operations of "Notes to Consolidated Financial Statements" for additional information.

Consolidated Results

Three Months Ended November 30, 2015 Compared to Three Months Ended November 30, 2014

Total revenue increased 8.5% for the three months ended November 30, 2015 over the same period in the prior fiscal year, from $1,123.4 million to $1,219.1 million . Revenue increased organically by 6.5% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations. Total revenue was positively impacted by 2.9% due to acquisitions and negatively impacted by 0.9% due to foreign currency exchange rate fluctuations in the period ended November 30, 2015 compared to the period ended November 30, 2014 .

Uniform Rental and Facility Services operating segment revenue increased 5.2% for the three months ended November 30, 2015 over the same period in the prior fiscal year, from $891.5 million to $937.7 million . Revenue increased organically by 6.2%. Revenue growth was negatively impacted 1.0% due to foreign currency exchange rate fluctuations in the period ended November 30, 2015 compared to the same period in the prior fiscal year. Growth was driven by many factors including new business sold by sales representatives and penetration of additional products and services into existing customers.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 21.3% for the three months ended November 30, 2015 compared to the same period in the prior fiscal year, from $231.9 million to $281.4 million . Revenue growth was negatively impacted by 0.4% due to foreign currency exchange rate fluctuations. Revenue increased organically by 7.4%.The remaining 14.3% difference in growth rates represents growth derived through acquisitions in our First Aid and Safety Services reportable operating segment and All Other.

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 $20.3 million , or 4.0% , for the three months ended November 30, 2015 , compared to the three months ended November 30, 2014 . This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety, 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 $29.5 million , or 21.6% , for the three months ended November 30, 2015 , compared to the three months ended November 30, 2014 . The increase was primarily due to higher First Aid and Safety Services reportable operating segment and All Other sales volume.

Selling and administrative expenses increased $27.2 million , or 9.1% , for the three months ended November 30, 2015 , compared to the three months ended November 30, 2014 . The majority of the increase was due to higher Uniform Rental and Facility Services and First Aid and Safety Services reportable operating segment sales volume.

Net interest expense (interest expense less interest income) was $16.1 million for the three months ended November 30, 2015 , compared to $15.9 million for the second quarter of fiscal 2015. The increase was primarily due to lower capitalized interest on capital projects.

Cintas’ effective tax rate on continuing operations was 37.4% for the both the three months ended November 30, 2015 and 2014 . The rate can fluctuate from quarter to quarter based upon tax reserve changes related to specific items, none of which were material to Cintas.

Net income from continuing operations for the three months ended November 30, 2015 increased $11.8 million , or 11.3% , compared to the three months ended November 30, 2014 . Diluted earnings per share from continuing operations was $1.03 for the three months ended November 30, 2015 , which was an increase of 19.8% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations combined with the decrease in weighted average common shares outstanding. The decrease in common shares outstanding resulted from purchasing 10.5 million shares of common stock under the July 30, 2013, January 13, 2015 and August 4, 2015 share buyback programs since the beginning of the third quarter of fiscal 2015 through the second quarter of fiscal 2016.

Uniform Rental and Facility Services Reportable Operating Segment

Three Months Ended November 30, 2015 Compared to Three Months Ended November 30, 2014

Uniform Rental and Facility Services reportable operating segment revenue increased from $891.5 million to $937.7 million , or 5.2% , for the three months ended November 30, 2015 , over the same quarter in the prior fiscal year, and the cost of uniform rental and facility services increased $20.3 million , or 4.0% . The reportable operating segment’s gross margin was $411.6 million , or 43.9% of revenue. The gross margin was 60 basis points higher than the prior fiscal year’s second quarter gross margin of 43.3% . Lower energy-related expenses increased gross margin by 50 basis points. The remaining increase was driven by increased revenue from existing customers and continuous improvement in process efficiency.

Selling and administrative expenses increased $16.2 million and increased 40 basis points, to 25.8% of revenue, compared to 25.4% in the second quarter of the prior fiscal year. This increase in expense was due primarily to increased labor and other employee-partner related expenses.

Income before income taxes increased $9.7 million , or 6.1%, for the Uniform Rental and Facility Services reportable operating segment for the second quarter of fiscal 2016 compared to the same quarter last fiscal year. Income before income taxes was 18.1% of the operating segment’s revenue, which was a 20 basis point increase compared to the second quarter of the prior fiscal year of 17.9% . This increase was due to the increase in gross margin, partially offset by the increase in selling and administrative expenses as previously discussed.

First Aid and Safety Services Reportable Operating Segment

Three Months Ended November 30, 2015 Compared to Three Months Ended November 30, 2014

First Aid and Safety Services reportable operating segment revenue increased from $82.3 million to $120.4 million , or 46.4% , for the three months ended November 30, 2015 . Revenue increased organically by 9.8% as a result of increased sales volume. The remaining 36.6% difference in growth rates represents growth derived through acquisitions, primarily the ZEE acquisition.

Cost of first aid and safety services increased $24.5 million, or 55.9%, for the three months ended November 30, 2015 , over the three months ended November 30, 2014 , due to increased sales volume and higher costs associated with the recent acquisition. The gross margin as a percent of revenue was 43.2% for the quarter ended November 30, 2015 , which is a decrease compared to the gross margin as a percent of revenue of 46.7% in the same quarter of the prior fiscal year. ZEE integration costs and generally, the lower efficiency of the acquired ZEE routes were primarily responsible for the decrease in gross margin.

Selling and administrative expenses increased $10.6 million compared to the same quarter in the prior fiscal year. The increase was due primarily to increased labor and other employee-partner related expenses. Selling and administrative expenses as a percent of revenue improved to 30.9% from 32.4% in the second quarter of fiscal 2015 as revenue growth outpaced the increase in expenses, and we saw lower administrative expenses from ZEE.

Income before income taxes for the First Aid and Safety Services reportable operating segment increased $3.1 million to $14.8 million for the three months ended November 30, 2015 , compared to the same quarter in the prior fiscal year, due to the increase in revenue from both organic growth and the ZEE acquisition. Income before income taxes, at 12.3% of the operating segment’s revenue, was a 200 basis point decrease compared to the same quarter last fiscal year due to the reasons previously mentioned.

Consolidated Results

Six Months Ended November 30, 2015 Compared to Six Months Ended November 30, 2014

Total revenue increased 8.7% for the six months ended November 30, 2015 over the same period in the prior fiscal year, from $2,225.5 million to $2,418.0 million . Revenue increased organically by 6.6% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions, foreign currency exchange rate fluctuations and workday differences. Total revenue was positively impacted by 2.1% due to acquisitions and 0.9% due to one more workday in the period ended November 30, 2015 compared to the period ended November 30, 2014 . Revenue growth was also negatively impacted by 0.9% due to foreign currency exchange rate fluctuations.

Uniform Rental and Facility Services operating segment revenue increased 6.3% for the six months ended November 30, 2015 over the same period in the prior fiscal year, from $1,765.2 million to $1,876.1 million . Revenue increased organically by 6.5%. Revenue growth was negatively impacted 1.0% due to foreign currency exchange rate fluctuations and positively impacted by 0.8% due to one more workday in the period ended November 30, 2015 compared to the same period in the prior fiscal year. Growth was driven by many factors including new business sold by sales representatives and penetration of additional products and services into existing customers.

Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 17.7% for the six months ended November 30, 2015 compared to the same period in the prior fiscal year, from $460.3 million to $541.9 million . Revenue growth was positively impacted by 0.9% due to one more workday in the period ended November 30, 2015 compared to the period ended November 30, 2014 . Revenue growth was negatively impacted by 0.3% due to foreign currency exchange rate fluctuations. Revenue increased organically by 7.1%.The remaining 10.0% difference in growth rates represents growth derived through acquisitions in our First Aid and Safety Services reportable operating segment and All Other.

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 $48.1 million , or 4.8% , for the six months ended November 30, 2015 , compared to the six months ended November 30, 2014 . This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume.

Cost of other consists primarily of cost of goods sold (predominantly first aid and safety, 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 $52.2 million , or 19.4% , for the six months ended November 30, 2015 , compared to the six months ended November 30, 2014 . The increase was primarily due to higher First Aid and Safety Services reportable operating segment and All Other sales volume.

Selling and administrative expenses increased $51.4 million , or 8.4% , for the six months ended November 30, 2015 , compared to the six months ended November 30, 2014 . The majority of the increase was due to higher Uniform Rental and Facility Services and First Aid and Safety Services reportable operating segment sales volume.

In the first six months of the prior fiscal year, Cintas sold stock in an equity method investment. In conjunction with the sale, the Company received a cash dividend. The sale resulted in the recording of a gain of $21.7 million in the six months ended November 30, 2014.

Net interest expense (interest expense less interest income) was $32.4 million for both the six months ended November 30, 2015 and 2014.

Cintas’ effective tax rate on continuing operations was 37.3% for the both the six months ended November 30, 2015 and 2014 . The effective tax rate can fluctuate from quarter to quarter based upon tax reserve changes related to specific items, none of which were material to Cintas.

Net income from continuing operations for the six months ended November 30, 2015 , increased $12.0 million , or 5.7% , over the same period in the prior fiscal year. Diluted earnings per share from continuing operations was $1.96 for the six months ended November 30, 2015 , which was a 12.0% increase compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to an increase in earnings from continuing operations combined with a decrease in weighted average common shares outstanding. The decrease in common shares outstanding resulted from purchasing 10.5 million shares of common stock under the July 30, 2013, January 13, 2015 and August 4, 2015 share buyback programs since the beginning of the third quarter of fiscal 2015 through the second quarter of fiscal 2016.

Uniform Rental and Facility Services Reportable Operating Segment

Six Months Ended November 30, 2015 Compared to Six Months Ended November 30, 2014

Uniform Rental and Facility Services reportable operating segment revenue increased from $1,765.2 million to $1,876.1 million , or 6.3% , for the six months ended November 30, 2015 , over the same quarter in the prior fiscal year, and the cost of uniform rental and facility services increased $48.1 million , or 4.8% . The reportable operating segment’s gross

margin was $831.5 million , or 44.3% of revenue. The gross margin was 80 basis points higher than the same period of the prior fiscal year of 43.5% . The increase was driven by several factors including increased revenue from existing customers and continuously improving the efficiency of processes. Lower energy-related expenses increased gross margin by 70 basis points.

Selling and administrative expenses increased $32.6 million due primarily to increased labor and other employee-partner related expenses, and increased 20 basis points, to 26.5% of revenue, compared to 26.3% in the same period of the prior fiscal year. The increase, as a percent of revenue, was due primarily to higher medical costs.

Income before income taxes increased $30.3 million to $334.7 million for the Uniform Rental and Facility Services reportable operating segment for the first six months of fiscal 2016 compared to the same period last fiscal year. Income before income taxes was 17.8% of the operating segment’s revenue, which was a 60 basis point increase compared 17.2% in the six months ended November 30, 2014. This increase was due to the increase in gross margin, partially offset by higher selling and administrative expenses previously discussed.

First Aid and Safety Services Reportable Operating Segment

Six Months Ended November 30, 2015 Compared to Six Months Ended November 30, 2014

First Aid and Safety Services reportable operating segment revenue increased from $162.2 million to $219.9 million , or 35.6% , for the six months ended November 30, 2015 . Revenue growth was positively impacted by 1.0% due to one more workday in the period ended November 30, 2015 compared to the period ended November 30, 2014 . Revenue increased organically by 10.1% as a result of increased sales volume. The remaining 24.5% difference in growth rates represents growth derived through acquisitions.

Cost of first aid and safety services increased $38.6 million, or 44.3%, for the six months ended November 30, 2015 , over the six months ended November 30, 2014 , due to increased sales volume and higher costs associated with the ZEE acquisition. The gross margin as a percent of revenue was 42.8% for the first six months of fiscal 2016, which is a 350 basis point decrease compared to the gross margin as a percent of revenue of 46.3% in the same period of the prior fiscal year. ZEE integration costs and generally, the lower efficiency on routes acquired with ZEE were primarily responsible for this increase. Energy-related expenses were lower than the prior year by 30 basis points.

Selling and administrative expenses increased $16.6 million compared to the same period in the prior fiscal year. The increase was due primarily to increased labor and other employee-partner related expenses. Selling and administrative expenses as a percent of revenue improved to 32.1% from 33.4% in the first six months of fiscal 2016 as revenue growth outpaced the increase in expenses.

Income before income taxes for the First Aid and Safety Services reportable operating segment increased $2.5 million to $23.4 million for the six months ended November 30, 2015 , compared to the same period in the prior fiscal year, due to the increase in revenue. Income before income taxes, at 10.7% of the operating segment’s revenue, was a 220 basis point decrease compared to the same period last fiscal year due to the reasons previously mentioned.

LIQUIDITY AND CAPITAL RESOURCES

The following is a summary of our cash flows and cash, cash equivalents and marketable securities as of and for the six months ended November 30 :

(In thousands) — Net cash provided by operating activities	2015 — $ 265,037		2014 — $ 292,573
Net cash provided by investing activities	$ 313,268		$ 66,183
Net cash used in financing activities	$ (384,219	)	$ (39,707	)
Cash and cash equivalents at the end of the period	$ 606,785		$ 826,724
Marketable securities at the end of the period	$ 65,826		$ —

Cash, cash equivalents and marketable securities as of November 30, 2015 and 2014 include $99.9 million and $107.7 million, respectively, that is located outside of the United States. We expect to use these amounts to fund our international operations and international expansion activities.

Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We generally use these cash flows to fund most, if not all, of our operations and 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.

Net cash provided by operating activities was $265.0 million for the six months ended November 30, 2015 , a decrease of $27.5 million compared to the same period last fiscal year. Cash flow was negatively impacted due to certain changes in current assets and liabilities, primarily accounts receivable, inventories and accrued liabilities.

Net cash provided by investing activities includes capital expenditures and cash paid for acquisitions of businesses. Capital expenditures were $121.8 million and $113.0 million for the six months ended November 30, 2015 and November 30, 2014 , respectively. Current year capital expenditures primarily relate to expansion efforts in the Uniform Rental and Facility Services reportable operating segment, representing $105.5 million of the current year outflow. Cash paid for acquisitions of businesses net of cash acquired was $121.2 million and $3.0 million for the six months ended November 30, 2015 and November 30, 2014 , respectively. The acquisitions in fiscal 2016 occurred in our First Aid and Safety Services operating segment and our Fire Protection business, which is included in All Other. In the six months ended November 30, 2015, net cash provided by investing activities included $578.3 million of proceeds related to the sale of our investment in Shred-it. In addition, there was $35.3 million of cash received from the sale of the Storage real estate assets classified as held for sale at May 31, 2015 and additional consideration received from the sale of Storage. In the six months ended November 30, 2014, net cash provided by investing activities included $35.2 million of cash received from the sale of stock in an equity method investment plus receipt of dividends on the same investment. Also, the Company sold Storage during the six month period ended November 30, 2014, receiving proceeds, net of cash contributed, of $154.0 million.

Net cash used in financing activities was $384.2 million and $39.7 million for the six months ended November 30, 2015 and November 30, 2014 , respectively. On July 30, 2013, we announced that the Board of Directors authorized a $500.0 million share buyback program. During the first six months of fiscal 2015, under the July 30, 2013 program, we purchased 0.8 million shares of Cintas common stock for a total purchase price of $49.7 million. The July 30, 2013 program was completed in February 2015. On January 13, 2015, we announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have an expiration date. Under the January 13, 2015 program, during the six months ended November 30, 2015 , we purchased 3.1 million shares of Cintas common stock at an average price of $85.44 per share for a total purchase price of $262.9 million, which completed the January 13, 2015 share buyback program. From the inception of the January 13, 2015 share buyback program through September 2015, Cintas purchased a total of 5.9 million shares of Cintas common stock at an average price of $84.07 per share for a total purchase price of $500.0 million. On August 4, 2015, we announced that the Board of Directors authorized a new $500.0 million share buyback program. During the six months ended November 30, 2015, under the August 4, 2015 share buyback program, Cintas purchased 1.4 million shares of Cintas common stock at an average price of $85.94 for a total purchase price of $120.0 million. In addition, for the six months ended November 30, 2015 , Cintas acquired 0.2 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the six months ended November 30, 2015 . These shares were acquired at an average price of $85.63 per share for a total purchase price of $19.4 million .

As of November 30, 2015 , we had $250.0 million aggregate principal amount in fixed rate senior notes outstanding due within one year and $1,050.0 million aggregate principal amount in fixed rate senior notes outstanding with maturities ranging from 2017 to 2036.

Cintas’ commercial paper program has a capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group. This revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million. The revolving credit facility has a maturity date of May 28, 2019. We believe that this program, along with cash generated from operations, will be adequate to provide necessary funding for our future cash requirements. No commercial paper or borrowings under our revolving credit facility were outstanding as of November 30, 2015 or May 31, 2015.

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. As of November 30, 2015 , Cintas was in compliance with all debt covenants.

Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future in view of our favorable experiences in the debt markets in the recent past. Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of November 30, 2015 , our ratings were as follows:

Rating Agency	Outlook	Commercial Paper	Long-term Debt
Standard & Poor’s	Stable	A-2	A-
Moody’s Investors Service	Stable	P-1	A2

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

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

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 operation of Cintas. Cintas is party to additional litigation not considered in the ordinary course of business. Please refer to Note 10 entitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements” for a detailed discussion of certain specific litigation.

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 Form 10-Q. Factors that might cause such a difference include, but are not limited to, our ability to promptly and effectively integrate ZEE and other acquired businesses; our ability to realize any synergies from the acquisition of ZEE and other acquired businesses, 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; fluctuations in costs of materials and labor including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, tariffs and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002; disruptions caused by the inaccessibility of computer systems data, including cybersecurity risks; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events; the amount and timing of repurchases of our common stock, if any; changes in federal and state tax and labor laws; the reactions of competitors in terms of price and service; the ultimate impact of the Affordable Care Act; and the receipt of additional consideration in connection with the sale of Cintas' investment in Shred-it. 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, 2015 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.

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 27 of our Annual Report on Form 10-K for the year ended May 31, 2015 .

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’ 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 November 30, 2015 . Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, has concluded that Cintas’ disclosure controls and procedures were effective as of November 30, 2015 , 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 November 30, 2015 , that have materially affected, or are reasonably likely to materially affect, Cintas’ 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 through 31 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2015 .

Part II. Other Information

Item 1. Legal Proceedings.

We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in “Part I, Item 1. Financial Statements,” in Note 9 entitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements.” We refer you to and incorporate by reference into this Part II, Item 1 that discussion for important information concerning those legal proceedings.

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

Period (In millions, except share and per share data)	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of the publicly announced plan (1)	Maximum approximate dollar value of shares that may yet be purchased under the plan (1)
September 1 - 30, 2015 (2)	2,109,718	$ 85.53	2,109,062	$ 380.0
October 1 - 31, 2015 (3)	1,808	$ 93.53	—	380.0
November 1 - 30, 2015 (4)	795	$ 91.59	—	380.0
Total	2,112,321	$ 85.54	2,109,062	$ 380.0

(1) On August 4, 2015, Cintas announced that the Board of Directors authorized a new $500.0 million share buyback program, which does not have an expiration date. From the inception of the August 4, 2015 share buyback program through November 30, 2015, Cintas has purchased a total of 1.4 million shares of Cintas stock at an average price of $85.94 per share for a total purchase price of $120.0 million .

(2) During September 2015, Cintas acquired 656 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $85.75 per share for a total purchase price of less than $0.1 million.

(3) During October 2015, Cintas acquired 1,808 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $93.53 per share for a total purchase price of less than $0.2 million.

(4) During November 2015, Cintas acquired 795 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $91.59 per share for a total purchase price of less than $0.1 million.

Item 5. Other Information.

On October 14, 2015, Cintas declared an annual cash dividend of $1.05 per share on outstanding common stock, a 23.5% increase over the annual dividend paid in the prior year. The dividend was paid on December 4, 2015, to shareholders of record as of November 6, 2015.

Item 6. Exhibits.

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)
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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)
Date: January 8, 2016	/s/	J. Michael Hansen
		J. Michael Hansen
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

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)
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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CINTAS CORP Interim / Quarterly Report 2016