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<SEC-DOCUMENT>0000950152-99-007187.txt : 19990830
<SEC-HEADER>0000950152-99-007187.hdr.sgml : 19990830
ACCESSION NUMBER:		0000950152-99-007187
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	19990531
FILED AS OF DATE:		19990827

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CINTAS CORP
		CENTRAL INDEX KEY:			0000723254
		STANDARD INDUSTRIAL CLASSIFICATION:	MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
		IRS NUMBER:				311188630
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	000-11399
		FILM NUMBER:		99701007

	BUSINESS ADDRESS:	
		STREET 1:		6800 CINTAS BLVD
		STREET 2:		P O BOX 625737
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45262
		BUSINESS PHONE:		5134591200

	MAIL ADDRESS:	
		STREET 1:		6800 CINTAS BOULEVARD
		STREET 2:		P O BOX 625737
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45262
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<DESCRIPTION>CINTAS CORPORATION                   FORM 10-K
<TEXT>

<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[X]         EXCHANGE ACT OF 1934  For the Fiscal Year Ended May 31, 1999

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

Commission File No. 0-11399
                               CINTAS CORPORATION

             (Exact name of registrant as specified in its charter)
Incorporated under                                           IRS Employer ID
the Laws of Washington                                        No. 31-1188630
(State or other juris-
diction of incorporation
or organization)
                              6800 Cintas Boulevard
                              P.O. Box 625737
                              Cincinnati, Ohio 45262-5737
                              Phone: (513) 459-1200
                              (Address of principal executive offices)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                           Common Stock, No Par Value
                                (Title of class)

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

                              YES                   NO
                              ---                   --

                               X
                               --                   --

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]

The aggregate market value of Common Stock held by nonaffiliates is
$6,198,306,303 based on a closing price of $55.8125 on August 20, 1999. As of
August 20, 1999, 111,055,880 shares of no par value Common Stock were issued and
outstanding.

                       Documents Incorporated by Reference

Portions of the Registrant's Annual Report to Shareholders for 1999 furnished to
the Commission pursuant to Rule 14a-3(b) and portions of the Registrant's Proxy
Statement to be filed with the Commission for its 1999 annual meeting are
incorporated by reference in Parts II and III as specified.

                                      -1-
<PAGE>   2



                               CINTAS CORPORATION
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K
<TABLE>
<CAPTION>

                                                                                                   Page
                                                                                                   ----
Part I

           <S>                                                                                     <C>
            Item 1.  -  Business.                                                                   3
            Item 2.  -  Properties.                                                                 4
            Item 3.  -  Legal Proceedings.                                                          9
            Item 4.  -  Submission of Matters to a Vote of Security Holders.                        9

Part II

            Item 5.  -  Market for Registrant's Common Equity and Related                           10
                            Stockholder Matters.
            Item 6.  -  Selected Financial Data.                                                    10
            Item 7.  -  Management's Discussion and Analysis of Financial                           10
                            Condition and Results of Operations.
            Item 7A. -  Quantitative and Qualitative Disclosure About Market Risk.                  10
            Item 8.  -  Financial Statements and Supplementary Data.                                10
            Item 9.  -  Changes in and Disagreements with Accountants on                            10
                            Accounting and Financial Disclosure.

Part III

            Item 10. -  Directors and Executive Officers of the Registrant.                         11
            Item 11. -  Executive Compensation.                                                     11
            Item 12. -  Security Ownership of Certain Beneficial Owners and                         11
                            Management.
            Item 13. -  Certain Relationships and Related Transactions.                             11

Part IV

            Item 14. -  Exhibits, Financial Statement Schedules and                                 11
                            Reports on Form 8-K.
</TABLE>



                                      -2-
<PAGE>   3

                                     PART I
                                     ITEM 1.
                                    BUSINESS
                                    --------

Cintas Corporation is a publicly held company in the uniform rental and sales
business. The Company was founded in 1968 by Richard T. Farmer, Chairman of the
Board when he left his family's industrial laundry business in order to develop
uniform programs using an exclusive new fabric. In the early 1970's, Cintas
acquired the family industrial laundry business.

Cintas provides a highly specialized service to businesses of all types - from
small service and manufacturing companies to major corporations that employ
thousands of people. The Company classifies its businesses into two operating
segments: Rentals and Other Services. The Rental operating segment designs and
manufactures corporate identity uniforms which it rents, along with other items,
to its customers. The Other Services operating segment involves the design,
manufacture and direct sale of uniforms to its customers as well as the sale of
ancillary services including sanitation supplies, first aid products and
services and cleanroom supplies.

The rental markets served by the Company are highly fragmented and competition
for this business varies at each of the Company's locations. There are other
companies in the uniform rental business which have financial resources
comparable to those of the Company, although much of the competition consists of
smaller local and regional firms. In certain instances, local competitors may
also have financial resources comparable to those of the Company in a particular
market. The Company believes that the primary competitive factors that affect
its operations are quality, service, design and price, in that order.

The service provided to the rental markets served by the Company principally
consists of the rental and cleaning of uniforms as well as providing on-going
uniform upgrades to each customer. The Company also offers ancillary products
which includes the rental or sale of entrance mats, fender covers, towels, mops,
linen products and first aid products and services.

Due to its diverse customer base and average account size, the loss of one
account would not have a significant financial impact on the Company.

In its sale of customized uniforms, Cintas and its subsidiary Uniforms To You,
compete on a national basis with other uniform suppliers and manufacturers.

The Company operates thirteen wholly owned manufacturing facilities which
provide for a substantial amount of its standard uniform needs. Additional
products are purchased from several outside suppliers. Because of the Company's
ability to manufacture much of its own uniform needs, the loss of one vendor
would not have a significant effect on the Company. The Company purchases
fabric, used in its manufacturing process, from several suppliers. The Company
is not aware of any circumstances which would hinder its ability to obtain these
materials.

In March 1999, the Company acquired Unitog Company (Unitog), a rental and direct
sale uniform provider. The Company exchanged 5,072,124 shares of its common
stock for all the outstanding stock of Unitog. Unitog had annual revenues of
$280 million for their fiscal year ended, January 31, 1999, and uniform rental
operations in 20 states and the province of Ontario, Canada.

The Company does not anticipate any material capital expenditures for
environmental controls that would have a material effect on its financial
condition. The Company is not aware of any material non-compliance with
environmental laws.

At May 31, 1999, the Company employed approximately 22,000 employees of which
approximately 2,000 were represented by labor unions. The Company considers its
relationship with its employees to be satisfactory.


                                      -3-
<PAGE>   4

The table sets forth the revenues derived from each service provided by Cintas.

<TABLE>
<CAPTION>
                                                                    Year Ended May 31

                                                 1999                       1998                    1997
                                                 ----                       ----                    ----
                                                                       (in thousands)

<S>                                           <C>                       <C>                       <C>
Rentals                                       $1,297,248                $1,090,577                $946,923
Other Services                                   454,320                   386,368                 314,976
                             -----------------------------------------------------------------------------
                                              $1,751,568                $1,476,945              $1,261,899
                             -----------------------------------------------------------------------------
</TABLE>


                                     ITEM 2.

                                   PROPERTIES
                                   ----------

The Company occupies 265 facilities located in 199 cities. The corporate offices
provide centrally located administrative functions including accounting,
finance, marketing and data processing. The Company operates processing plants
that house administrative, sales and service personnel and the necessary
equipment involved in the cleaning of uniforms and bulk items. Branch operations
provide administrative, sales and service functions. Cintas operates eight
distribution facilities and has thirteen manufacturing plants. The Company also
operates facilities which distribute first aid products. The Company considers
the facilities it operates to be adequate for their intended use. The Company
owns or leases 5,928 vehicles.

The following chart provides additional information concerning Cintas'
facilities:

     Location                                     Type of Facility
     --------                                     ----------------
     Cincinnati, Ohio                             Corporate Offices, National
                                                  Account Division, Distribution
                                                  Center, Manufacturing Facility
     Abbotsford, Vancouver (Canada)               Processing Plant
     Akron, Ohio                                  Processing Plant
     Albuquerque, New Mexico                      First Aid Facility
     Alexandria, Louisiana                        Branch*
     Allentown, Pennsylvania                      Branch*
     Amarillo, Texas                              Branch*
     Angola, Indiana                              Branch
     Asheville, North Carolina                    Branch*
     Ashland, Kentucky                            Processing Plant
     Aston, Pennsylvania                          Processing Plant
     Atlanta, Georgia                             Processing Plant
     Atlanta, Georgia                             First Aid Facility
     Atlanta, Georgia                             Processing Plant
     Augusta, Georgia                             Processing Plant
     Austin, Texas                                Processing Plant
     Baltimore, Maryland                          Processing Plant
     Baltimore, Maryland                          First Aid Facility
     Barrie, Ontario (Canada)                     Processing Plant
     Baton Rouge (North), Louisiana               Processing Plant
     Baton Rouge (South), Louisiana               Processing Plant
     Baton Rouge, Louisiana                       First Aid Facility
     Battle Creek, Michigan                       Processing Plant
     Battle Creek, Michigan                       Branch
     Bay City, Michigan                           Branch*
     Beaumont, Texas                              Processing Plant
     Bethlehem, Pennsylvania                      Processing Plant
     Birmingham, Alabama                          Branch*
     Birmingham, Alabama                          First Aid Facility
     Birmingham, Alabama                          Processing Plant


                                      -4-
<PAGE>   5

     Bloomington, Indiana                         Branch*
     Boston, Massachusetts                        Processing Plant
     Branford, Connecticut                        Processing Plant
     Bristol, Pennsylvania                        Processing Plant
     Buffalo, New York                            Processing Plant
     Burton, Michigan                             Branch*
     Cedar Rapids, Iowa                           Branch*
     Charles City, Iowa                           Branch*
     Charleston, South Carolina                   Branch*
     Charlotte, North Carolina                    First Aid Facility*
     Charlotte, North Carolina                    Processing Plant
     Chattanooga, Tennessee                       Branch*
     Chicago (North), Illinois                    Processing Plant
     Chicago (South), Illinois                    Processing Plant
     Chicago (West), Illinois                     Processing Plant
     Chicago, Illinois                            First Aid Facility
     Chicago, Illinois                            Distribution Center
     Chicago, Illinois                            Manufacturing Facility
     Cincinnati, Ohio                             Processing Plant
     Cincinnati, Ohio                             Processing Plant
     Cincinnati, Ohio                             First Aid Facility
     Clay City, Kentucky                          Manufacturing Facility*
     Cleveland (East), Ohio                       Processing Plant
     Cleveland (West), Ohio                       Processing Plant
     Cleveland, Ohio                              First Aid Facility*
     Colorado Springs, Colorado                   Branch*
     Columbia, South Carolina                     Processing Plant*
     Columbus, Ohio                               Processing Plant
     Columbus, Ohio                               Processing Plant
     Corpus Christi, Texas                        Processing Plant
     Dallas, Texas                                Processing Plant*
     Dallas, Texas                                First Aid Facility*
     Dallas, Texas                                First Aid Facility
     Dallas, Texas                                Processing Plant
     Davenport, Iowa                              Branch*
     Dayton, Ohio                                 Processing Plant
     Decatur, Alabama                             Processing Plant*
     Decatur, Georgia                             Processing Plant
     Denver, Colorado                             Processing Plant
     Denver, Colorado                             First Aid Facility*
     Denver, Colorado                             First Aid Facility
     Des Moines, Iowa                             Branch*
     Detroit, Michigan                            First Aid Facility*
     Detroit, Michigan                            Processing Plant
     Detroit, Michigan                            Processing Plant
     Eagan, Minnesota                             Processing Plant
     Etobicoke, Ontario (Canada)                  Processing Plant
     Eugene, Oregon                               Branch*
     Evansville, Indiana                          Processing Plant*
     Evansville, Indiana                          Branch*
     Exton, Pennsylvania                          Processing Plant
     Flint, Michigan                              Branch*
     Flint, Michigan                              Branch
     Fort Meyers, Florida                         Branch*
     Fort Smith, Arkansas                         Processing Plant*
     Fort Smith, Arkansas                         Manufacturing Facility
     Fort Wayne, Indiana                          Processing Plant
     Fort Wayne, Indiana                          Branch
     Forth Worth, Texas                           Processing Plant
     Freeport, Illinois                           Branch*


                                      -5-
<PAGE>   6

     Gadsen, Alabama                              Branch*
     Gaylord, Michigan                            Processing Plant
     Glenwood, Iowa                               Processing Plant
     Goshen, Indiana                              Processing Plant*
     Grand Rapids, Michigan                       Processing Plant
     Grand Rapids, Michigan                       First Aid Facility
     Grand Rapids, Michigan                       Processing Plant*
     Greeley, Colorado                            Processing Plant
     Greenville, South Carolina                   Processing Plant
     Greenville, South Carolina                   Processing Plant
     Greenwood, Mississippi                       Branch*
     Griffith, Indiana                            Branch*
     Gulfport, Mississippi                        Branch*
     Hammond, Louisiana                           Branch
     Harligen, Texas                              Branch*
     Harrisburg, Pennsylvania                     Branch*
     Harrison, Arkansas                           Branch*
     Hartford, Connecticut                        First Aid Facility
     Hazard, Kentucky                             Manufacturing Facility*
     Hazelton, Pennsylvania                       Branch*
     Hoisington, Kansas                           Processing Plant*
     Houston, Texas                               First Aid Facility*
     Houston, Texas                               Processing Plant
     Houston, Texas                               Processing Plant
     Huntsville, Alabama                          Branch*
     Irapuato, Mexico                             Manufacturing Facility
     Indianapolis, Indiana                        Processing Plant
     Indianapolis, Indiana                        Processing Plant
     Indianapolis, Indiana                        Processing Plant
     Indianapolis, Indiana                        Branch*
     Jackson, Mississippi                         Branch*
     Jacksonville, Florida                        Branch*
     Jacksonville, Florida                        First Aid Facility
     Joplin, Missouri                             Branch*
     Kansas City, Kansas                          Processing Plant
     Kansas City, Kansas                          First Aid Facility
     Kansas City, Kansas                          First Aid Facility
     Kansas City, Missouri                        Processing Plant
     Kansas City, Missouri                        Direct Sales Office
     Kelowna, British Columbia (Canada)           Processing Plant
     Knoxville, Tennessee                         Branch*
     Knoxville, Tennessee                         First Aid Facility*
     Kokomo, Indiana                              Processing Plant
     La Cieba, Honduras                           Manufacturing Facility
     Lafayette, Indiana                           Processing Plant
     Lafayette, Louisiana                         Branch
     Lake Charles, Louisiana                      Processing Plant
     Lansing, Michigan                            Branch*
     Laredo, Texas                                Branch*
     Las Vegas, Nevada                            Processing Plant
     Las Vegas, Nevada                            Processing Plant
     Lexington, Kentucky                          Processing Plant
     Lima, Ohio                                   Branch*
     Lindsay, Ontario (Canada)                    Processing Plant
     Little Rock, Arkansas                        Processing Plant
     London, Ontario (Canada)                     Branch*
     Long Beach, California                       Processing Plant
     Long Island, New York                        Processing Plant
     Los Angeles, California                      Processing Plant
     Louisville, Kentucky                         Processing Plant

                                      -6-
<PAGE>   7

     Louisville, Kentucky                         Processing Plant
     Louisville, Kentucky                         First Aid Facility*
     Lufkin, Texas                                Branch
     Madison, Wisconsin                           Processing Plant
     Memphis, Tennessee                           Processing Plant*
     Meridian, Mississippi                        First Aid Facility
     Mexico City, Mexico                          Manufacturing Facility*
     Miami, Florida                               Processing Plant
     Midland, Michigan                            Processing Plant
     Milwaukee, Wisconsin                         Branch*
     Milwaukee, Wisconsin                         First Aid Facility*
     Minneapolis, Minnesota                       First Aid Facility*
     Minneapolis, Minnesota                       Processing Plant*
     Minneapolis, Minnesota                       Processing Plant
     Mississauga, Ontario (Canada)                Processing Plant
     Mobile, Alabama                              Branch*
     Montgomery, Alabama                          Distribution Center*
     Montgomery, Alabama                          Branch*
     Mt. Vernon, Kentucky                         Manufacturing Facility*
     Munice, Indiana                              Processing Plant
     N. Hollywood, California                     Branch
     Napanee, Ontario (Canada)                    Processing Plant
     Nashville, Tennessee                         Processing Plant
     Natchez, Mississippi                         Branch*
     New Orleans, Louisiana                       Processing Plant
     Newark, New Jersey                           Processing Plant*
     Newburgh, New York                           Processing Plant
     Oakland, California                          Processing Plant*
     Oklahoma City, Oklahoma                      Processing Plant
     Ontario, California                          Processing Plant
     Ontario, California                          Branch, Distribution Center
     Orange, California                           Branch*
     Orange, California                           First Aid Facility
     Orlando, Florida                             Processing Plant
     Owingsville, Kentucky                        Manufacturing Facility
     Pensacola, Florida                           Branch*
     Philadelphia, Pennsylvania                   Processing Plant
     Philadelphia, Pennsylvania                   First Aid Facility
     Phoenix, Arizona                             Processing Plant
     Phoenix, Arizona                             First Aid Facility*
     Piscataway, New Jersey                       Processing Plant
     Pittsburgh, Pennsylvania                     Processing Plant
     Port Huron, Michigan                         Branch*
     Portal, Georgia                              Manufacturing Facility
     Portland, Maine                              Branch
     Portland, Oregon                             Processing Plant
     Portland, Oregon                             First Aid Facility*
     Queens, New York                             Branch*
     Raleigh-Durham, North Carolina               Branch*
     Rancho Santa Margarita, California           Direct Sales Office
     Reno, Nevada                                 Distribution Center*
     Richmond, Indiana                            Processing Plant*
     Richmond, Virginia                           Processing Plant
     Rochester, New York                          Branch*
     Rockford, Illinois                           Branch*
     Sacramento, California                       Processing Plant
     Sacramento, California                       First Aid Facility
     Salt Lake City, Utah                         Processing Plant*
     San Antonio, Texas                           Processing Plant
     San Buenaventura, Mexico                     Manufacturing Facility

                                      -7-
<PAGE>   8

     San Diego, California                        Processing Plant
     San Diego, California                        Processing Plant
     San Fernando, California                     Branch*
     San Francisco, California                    Branch*
     San Jose, California                         Processing Plant
     San Jose, California                         Processing Plant
     San Jose, Costa Rica                         Manufacturing Facility
     San Leandro, California                      First Aid Facility*
     Sandusky, Ohio                               Branch*
     Savannah, Georgia                            Branch*
     Scranton, Pennsylvania                       First Aid Facility*
     Scranton, Pennsylvania                       Distribution Center
     Seattle, Washington                          Processing Plant
     Shreveport, Louisiana                        Processing Plant
     South Bend, Indiana                          Processing Plant
     Springdale, Arkansas                         Processing Plant
     Springfield, Missouri                        Processing Plant
     Springfield, Ohio                            Branch*
     St. Louis, Missouri                          First Aid Facility*
     St. Louis, Missouri                          Processing Plant*
     St. Louis, Missouri                          Processing Plant
     Stevenson, Alabama                           Distribution Center
     Stratham, New Hampshire                      First Aid Facility
     Sunrise, Florida                             First Aid Facility
     Tacoma, Washington                           Branch*
     Tampa, Florida                               Processing Plant
     Taunton, Massachusetts                       Branch*
     Tempe, Arizona                               Processing Plant
     Terrre Haute, Indiana                        Processing Plant
     Thibodaux, Louisiana                         Processing Plant
     Toledo, Ohio                                 Branch*
     Toledo, Ohio                                 Branch*
     Toronto, Ontario (Canada)                    Processing Plant
     Toronto, Ontario (Canada)                    Distribution Center
     Traverse City, Michigan                      Branch*
     Tulsa, Oklahoma                              Processing Plant
     Tuscaloosa, Alabama                          Processing Plant
     Tyler, Texas                                 Branch*
     Union City, California                       Processing Plant*
     Victoria, Texas                              Processing Plant
     Victoria, Texas                              First Aid Facility
     Vidalia, Georgia                             Processing Plant
     Villa Park, Illinois                         Branch
     Virginia Beach, Virginia                     Branch*
     Warsaw, Indiana                              Branch*
     Washington, D.C.                             Processing Plant
     West Chester, New York                       Branch*
     West Palm Beach, Florida                     Processing Plant
     West Valley City, Utah                       First Aid Facility*
     Westland, Michigan                           Processing Plant
     Whittier, California                         Processing Plant
     Wichita, Kansas                              Branch*
     Willmar, Minnesota                           Branch*
     Winston-Salem, North Carolina                Processing Plant
     Youngstown, Ohio                             Branch*

*Leased for various terms ranging from monthly to 2009. The Company expects that
it will be able to renew its leases on satisfactory terms. All other properties
are owned.


                                      -8-
<PAGE>   9


                                     ITEM 3.
                                LEGAL PROCEEDINGS
                                -----------------

In December 1992, the Company was served with an "Imminent and Substantial
Endangerment and Remedial Action Order" (the "Order") by the California
Department of Toxic Substances Control relating to the facility leased by the
Company in San Leandro, California. The Order requires Cintas and three other
allegedly responsible parties to respond to alleged soil and groundwater
contamination at and around the San Leandro facility. It is not possible at this
time to estimate the loss or range of loss associated with the claim. Based on
information that has been made available to the Company, however, it is not
believed that the matter will have a material adverse effect on the Company's
financial condition or results of its operations.

In acquiring Unitog in March 1999, the Company became a potentially responsible
party, and thus faces the possibility of joint and several liability under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) in
connection with alleged environmental contamination in an area near a rental
facility in Tempe, Arizona. This facility, located near the South Indian Bend
Wash Federal Superfund (SIBW) site, has been tested for soil and groundwater
contamination. The soil testing at the Company's facility detected volatile
organic compounds, and the Company immediately took action to remediate such
contamination. The United States Environmental Protection Agency (EPA) in March
1999 issued a Record of Decision to the effect that groundwater contamination in
the vicinity of the Company's plant does not warrant remediation at this time.
Instead, the low levels of groundwater contamination near the Company's facility
will be monitored and allowed to attenuate naturally. The Record of Decision
requires active groundwater remediation in other parts of the SIBW site, which
are believed to be unrelated to the Company. According to the Record of
Decision, the EPA estimates that the 30 year net present value of costs to be
incurred to remediate and monitor groundwater contamination at the SIBW site is
$22 million. It is possible that the EPA will attempt to recover from the
potentially responsible parties the costs it has incurred to date with respect
to the SIBW site as well as the costs it expects to incur going forward.

As part of the Agreement and Plan of Merger between Unitog Company and the
Company, the Company performed environmental testing at nine previously untested
Unitog laundry facilities. The testing resulted in the discovery of soil and
groundwater contamination at certain of these sites.

As a result of all of the environmental matters noted above, the Company
recorded a charge to operating expense of $5 million during the third quarter of
fiscal 1999 to reflect its current estimate of the additional costs to be
incurred relative to these sites. At May 31, 1999, the Company has an
undiscounted liability of $5.6 million for environmental matters.

The Company is also a party to incidental litigation brought in the ordinary
course of business, none of which individually or in the aggregate, is
considered to be material to its operations or financial condition. Cintas
maintains insurance coverage against certain liabilities that it may incur in
its operations from time to time.


                                     ITEM 4
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               ---------------------------------------------------

None in the fourth quarter of fiscal 1999.


                                      -9-
<PAGE>   10


                                     PART II
                                     ITEM 5.
                      MARKET FOR REGISTRANT'S COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS
                         -------------------------------

"Market for Registrant's Common Stock and Security Holder Information" on page
45 of the Registrant's Annual Report to Shareholders for 1999 is incorporated
herein by reference. Dividend information is incorporated by reference to the
Consolidated Statements of Shareholders' Equity on page 25. Dividends on the
outstanding Common Stock are paid annually and amounted to $.22 and $.18 per
share in fiscal 1999 and 1998, respectively.

During the quarterly period ended May 31, 1999, the Registrant issued 124,876
shares of Common Stock for companies being acquired in 6 separate transactions
to the 11 owners of those companies. These issuances were exempt from the
registration requirements of the Securities Act of 1933 as private offerings
pursuant to Section 4(2) of the Act.


                                     ITEM 6.
                             SELECTED FINANCIAL DATA
                             -----------------------

The "Eleven Year Financial Summary" on page 22 of the Registrant's Annual Report
to Shareholders for 1999 is incorporated herein by reference.

                                     ITEM 7.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" commencing on page 41 of the Registrant's Annual Report to
Shareholders for 1999 is incorporated herein by reference.

                                    ITEM 7A.
                     QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK
                                -----------------

"Quantitative and Qualitative Disclosure About Market Risk" on page 43 of the
Registrant's Annual Report to Shareholders for 1999 is incorporated herein by
reference.

                                     ITEM 8.
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                   -------------------------------------------

The following Financial Statements of the Registrant shown on pages 23 through
40 of its Annual Report to Shareholders for 1999 are incorporated herein by
reference:

Consolidated Statements of Income for the years ended May 31, 1999, 1998 and
 1997
Consolidated Balance Sheets as of May 31, 1999 and 1998
Consolidated Statements of Shareholders' Equity for the years ended May 31,
 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended May 31, 1999, 1998 and
 1997
Notes to Consolidated Financial Statements
Report of Independent Auditors


                                     ITEM 9.
                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE
                     --------------------------------------

None.


                                      -10-
<PAGE>   11

                                    PART III

Items 10., 11., 12., and 13. of Part III are incorporated by reference to the
Registrant's Proxy Statement for its 1999 Annual Shareholders' Meeting to be
filed with the Commission pursuant to Regulation 14A.

                                     PART IV
                                     ITEM 14
         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
         --------------------------------------------------------------

(a) (1) Financial Statements. All financial statements required to be filed by
Item 8 of this Form and included in this report are listed in Item 8. No
additional financial statements are filed because the requirements for paragraph
(d) under Item 14 are not applicable to the Company.


(a) (2) Financial Statement Schedule:

For each of the three years in the period ended May 31, 1999.

Schedule II: Valuation and Qualifying Accounts and Reserves.


All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Consolidated
Financial Statements or Notes thereto.

     (a) (3) Exhibits.

          Exhibit
          Number         Description of Exhibit Status                    Filing
          ------         -----------------------------                    ------

          3.1  Restated Articles of Incorporation                          (1)

          3.2  By-laws                                                     (1)
          Management Compensatory Contracts (Exhibits 10.1-10.12)

          10.1 Incentive Stock Option Plan                                 (2)

          10.2 Partners' Plan, as Amended                                  (3)

          10.3 1990 Directors' Stock Option Plan                           (4)

          10.4 1992 Employee Stock Option Plan, as Amended                 (5)

          10.5 1994 Directors' Stock Option Plan                           (6)

          10.6 Agreement and Plan of Merger and Reorganization dated       (7)
               January 12, 1998 by and among Uniforms To You and Company,
               Cintas Merger Sub, Inc. - Illinois, other acquired
               companies, certain shareholders and Cintas Corporation

          10.7 Agreement and Plan of Merger dated January 9,1999 by and    (8)
               among Unitog Company, Cintas Image Acquisition Company
               and Cintas Corporation


                                      -11-
<PAGE>   12

          10.8 Amendment No. 1 to Agreement and Plan of Merger dated       (9)
               March 23, 1999 by and among Unitog Company, Cintas Image
               Acquisition Company and Cintas Corporation

          10.9 Unitog Company 1992 Stock Option Plan                       (10)

          10.10 Amendment No. 1 to Unitog Company 1992 Stock Option Plan   (11)

          10.11 Unitog Company 1997 Stock Option Plan                      (12)

          10.12 Amendments to the Articles of Incorporation of Cintas
                Corporation                                                (13)

          13    1999 Annual Report to Shareholders (a)            filed herewith

          21    Subsidiaries of the Registrant                    filed herewith

          23    Consent of Independent Auditors                   filed herewith

          27    Financial Data Schedule - Twelve Months Ended     filed herewith
                May 1999

(a)  Only portions of the 1999 Annual Report to Shareholders specifically
     incorporated by reference are filed herewith. A supplemental paper copy of
     this report will be provided to the SEC for informational purposes.

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the year ended May 31, 1989.

(2)  Incorporated by reference to the Company's Registration Statement No.
     33-23228 on Form S-8 filed under the Securities Act of 1933.

(3)  Incorporated by reference to the Company's Registration Statement No.
     33-56623 on Form S-8 filed under the Securities Act
     of 1933.

(4)  Incorporated by reference to the Company's Registration Statement No.
     33-71124 on Form S-8 filed under the Securities Act of 1933.

(5)  Incorporated by reference to the Company's Proxy Statement for its 1995
     Annual Shareholders Meeting.

(6)  Incorporated by reference to the Company's Proxy Statement for its 1994
     Annual Shareholders Meeting.

(7)  Incorporated by reference to the Company's Form 8-K dated April 8, 1998.

(8)  Incorporated by reference to the Unitog Company's Form 8-K dated January 9,
     1999.

(9)  Incorporated by reference to the Company's Form 8-K dated March 24, 1999.

(10) Incorporated by reference to the Unitog Company's Form 10-K for the fiscal
     year ended January 26, 1992.

                                      -12-
<PAGE>   13


(11) Incorporated by reference to the Unitog Company's Form 10-K for the fiscal
     year ended January 30, 1994.

(12) Incorporated by reference to the Unitog Company's 1997 Proxy Statement.

(13) Incorporated by reference to the Company's 1994 Proxy Statement.


                                      -13-
<PAGE>   14

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

CINTAS CORPORATION

DATE SIGNED:  August 26, 1999                 /s/ Robert J. Kohlhepp
By:    Robert J. Kohlhepp                         ------------------
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Signature                       Capacity                          Date
- ---------                       --------                          ----


/s/   Richard T. Farmer         Chairman of the Board
     -------------------        of Directors                     August 26, 1999
Richard T. Farmer


/s/  Robert J. Kohlhepp        Chief Executive
     -------------------       Officer and Director              August 26, 1999
Robert J. Kohlhepp


/s/  Scott D. Farmer           President, Chief Operating
     -------------------       Officer and Director              August 26, 1999
Scott D. Farmer


/s/  James J. Gardner          Director                          August 26, 1999
     -------------------
James J. Gardner


/s/  Donald P. Klekamp         Director                          August 26, 1999
     -------------------
Donald P. Klekamp


/s/  William C. Gale           Vice President and Chief
     -------------------       Financial Officer (Principal
William C. Gale                Financial and Accounting
                               Officer)                          August 26, 1999




                                      -14-
<PAGE>   15

                               CINTAS CORPORATION


          Schedule II - Valuation and Qualifying Accounts and Reserves
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                ADDITIONS
                                                   -------------------------------------
                                                          (1)          (2)
                                     BALANCE AT      CHARGED TO      CHARGED TO                   BALANCE
                                    BEGINNING OF      COSTS AND        OTHER                     AT END OF
      DESCRIPTION                       YEAR          EXPENSES       ACCOUNTS    DEDUCTIONS       OF YEAR
      -----------                     --------------------------------------------------------------------
May 31, 1997:

<S>                                    <C>            <C>            <C>            <C>            <C>
Allowance for Doubtful Accounts        $ 4,550        $ 4,272        $   530        $ 2,607        $ 6,745
                                       =======        =======        =======        =======        =======

Reserve for Obsolete Inventory         $17,541        $ 4,813        $    13        $ 3,629        $18,738
                                       =======        =======        =======        =======        =======


May 31, 1998

Allowance for Doubtful Accounts        $ 6,745        $ 3,206        $   960        $ 2,933        $ 7,978
                                       =======        =======        =======        =======        =======

Reserve for Obsolete Inventory         $18,738        $ 6,899        $ 1,033        $ 3,348        $23,322
                                       =======        =======        =======        =======        =======


May 31, 1999

Allowance for Doubtful Accounts        $ 7,978        $ 3,576        $ 1,447        $ 4,247        $ 8,754
                                       =======        =======        =======        =======        =======

Reserve for Obsolete Inventory         $23,322        $13,104        $ 1,930        $ 6,503        $31,853
                                       =======        =======        =======        =======        =======
</TABLE>

(A)   Uncollectible Accounts Charged-off, Net of Recoveries.


                                      -15-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 13
<TEXT>

<PAGE>   1

                                                            EXHIBIT 13
ELEVEN YEAR FINANCIAL SUMMARY
- -----------------------------
Years Ended May 31      (In thousands except per share data)
<TABLE>
<CAPTION>
                                  1989         1990       1991         1992       1993         1994
- ----------------------------------------------------------------------------------------------------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>
Net Revenue                     $447,995     518,948     569,583     621,041     711,663     803,009
Net Income                      $ 30,431      33,716      35,261      45,744      54,956      67,141
Pro Forma Net Income (1)        $ 28,633      32,761      34,063      45,151      53,374      64,459
Basic EPS                          $0.32        0.34        0.36        0.46        0.54        0.66
Diluted EPS                        $0.32        0.34        0.36        0.46        0.53        0.65
Pro Forma Basic EPS (1)            $0.30        0.33        0.34        0.45        0.53        0.63
Pro Forma Diluted EPS (1)          $0.30        0.33        0.34        0.45        0.52        0.62
Dividends Per Share                $0.03        0.04        0.05        0.06        0.07        0.09
Total Assets                    $351,816     410,628     467,608     501,769     634,197     700,872
Shareholders' Equity            $162,818     203,156     233,693     273,501     324,562     409,053
Return on Average Equity           20.1%       17.9%       15.6%       17.8%       17.8%       17.6%
Long-Term Debt                   $99,589     116,148     130,967     122,372     158,311     132,929
</TABLE>

<TABLE>
<CAPTION>
                                                                                              10 Year
                                                                                               Compd
                                 1995          1996       1997       1998        1999          Growth
- ----------------------------------------------------------------------------------------------------
<S>                             <C>        <C>         <C>         <C>         <C>             <C>
Net Revenue                     929,534    1,103,492   1,261,899   1,476,945   1,751,568       14.6%
Net Income                       85,413       98,956     118,557     133,654     138,939       16.4%
Pro Forma Net Income (1)         80,752       94,151     112,763     128,704     138,939       17.1%
Basic EPS                          0.83         0.96        1.13        1.25        1.26       14.7%
Diluted EPS                        0.82         0.94        1.12        1.23        1.23       14.4%
Pro Forma Basic EPS (1)            0.78         0.91        1.08        1.20        1.26       15.4%
Pro Forma Diluted EPS (1)          0.77         0.90        1.06        1.18        1.23       15.2%
Dividends Per Share                0.10         0.13        0.15        0.18        0.22       22.0%
Total Assets                    816,508      996,046   1,101,182   1,305,400   1,407,818       14.9%
Shareholders' Equity            481,654      553,701     650,603     756,795     871,423       18.3%
Return on Average Equity          18.1%        18.2%       18.7%       18.8%(2)    20.5%(2)
Long-Term Debt                  164,332      237,550     227,799     307,633     283,581

</TABLE>


Note: Results prior to March 24, 1999, have been restated to include Unitog
Company.

Results prior to April 8, 1998, have also been restated to include
Uniforms To You Companies.

Results prior to October 1, 1991, have also been restated to include
Rental Uniform Service of Greenville, S.C., Inc.

(1)  Results for 1998 and prior years were adjusted on a pro forma basis to
     reflect the true tax impact of Uniforms To You as if it had been reported
     as a C Corporation prior to the merger with Cintas.
(2)  Return on average equity before one-time items. Please refer to Managements
     Discussion and Analysis for additional information.


                                    [MAP]

<PAGE>   2
                         CONSOLIDATED STATEMENTS OF INCOME
                         ---------------------------------

Years Ended May 31      (In thousands except per share data)
<TABLE>
<CAPTION>

                                                       1999                1998                 1997
                                                    (Restated)                               (Restated)
- -------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                 <C>
Revenue:
         Rentals                                    $ 1,297,248         $ 1,090,577         $   946,923
         Other services                                 454,320             386,368             314,976
                                                    -----------         -----------         -----------
                                                      1,751,568           1,476,945           1,261,899

Costs and expenses (income):
         Cost of rentals                                758,063             644,809             566,021
         Cost of other services                         308,643             261,501             214,066
         Selling and administrative expenses            403,580             345,664             287,663
         Acquisition-related expenses                    12,088              17,116                 553
         Special charge                                  28,429                  --                  --
         Environmental charge                             5,000                  --                  --
         Interest income                                 (4,671)             (4,825)             (4,449)
         Interest expense                                16,442              15,824              16,033
                                                    -----------         -----------         -----------
                                                      1,527,574           1,280,089           1,079,887
                                                    -----------         -----------         -----------

Income before income taxes                              223,994             196,856             182,012
Income taxes                                             85,055              63,202              63,455
                                                    -----------         -----------         -----------
Net income                                          $   138,939         $   133,654         $   118,557
                                                    -----------         -----------         -----------

Basic earnings per share                                  $1.26               $1.25               $1.13
                                                    -----------         -----------         -----------
Diluted earnings per share                                $1.23               $1.23               $1.12
                                                    -----------         -----------         -----------
Dividends declared and paid per share                     $ .22               $ .18               $ .15
                                                    -----------         -----------         -----------
Net income                                          $   138,939         $   133,654         $   118,557
Pro forma adjustment for income taxes                        --               4,950               5,794
                                                    -----------         -----------         -----------
Pro forma net income                                $   138,939         $   128,704         $   112,763
                                                    -----------         -----------         -----------
Pro forma basic earnings per share                        $1.26               $1.20               $1.08
                                                    -----------         -----------         -----------
Pro forma diluted earnings per share                      $1.23               $1.18               $1.06
                                                    -----------         -----------         -----------
</TABLE>

                            See accompanying notes.


<PAGE>   3

<TABLE>
<CAPTION>
                                        CONSOLIDATED BALANCE SHEETS
                                        ---------------------------

                         As of May 31          (In thousands except per share data)
                                                                                  1999                1998
                                                                                                   (Restated)
- --------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                <C>

ASSETS
Current assets:
         Cash and cash equivalents                                            $   15,803         $   13,423
         Marketable securities                                                    72,315             88,154
         Accounts receivable, principally trade, less
                  allowance of $8,754 and $7,978, respectively                   202,079            185,938
         Inventories                                                             137,983            129,655
         Uniforms and other rental items in service                              200,154            181,415
         Prepaid expenses                                                          6,151              5,524
                                                                              ----------         ----------
         Total current assets                                                    634,485            604,109

Property and equipment, at cost, net                                             573,087            488,971
Other assets                                                                     200,246            212,320
                                                                              ----------         ----------
                                                                              $1,407,818         $1,305,400
                                                                              ----------         ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
         Accounts payable                                                     $   46,783         $   54,275
         Accrued compensation and related liabilities                             25,521             21,470
         Accrued liabilities                                                      83,209             70,908
         Deferred income taxes                                                    40,214             43,745
         Long-term debt due within one year                                       16,370             11,741
                                                                              ----------         ----------
         Total current liabilities                                               212,097            202,139

Long-term debt due after one year                                                283,581            307,633
Deferred income taxes                                                             40,717             38,833
Shareholders' equity:
         Preferred stock, no par value:
                  100,000 shares authorized, none outstanding                          --                 --
         Common stock, no par value:
                  300,000,000 shares authorized, 110,949,274
                  and 109,793,716 shares issued and outstanding, respectively     49,974             47,062
         Retained earnings                                                       825,268            712,249
         Other accumulated comprehensive income (loss)                            (3,819)            (2,516)
                                                                              ----------         ----------
Total shareholders' equity                                                       871,423            756,795
                                                                              ----------         ----------
                                                                              $1,407,818         $1,305,400
                                                                              ----------         ----------
</TABLE>


                            See accompanying notes.
<PAGE>   4

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                             Other
                                                  Common stock                            Accumulated         Total
                                             ----------------------      Retained        Comprehensive     Shareholders'
                                              Shares         Amount      Earnings         Income (Loss)     Equity
- -------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>          <C>                 <C>            <C>
Balance at May 31, 1996                      98,357         $43,917      $422,446         $   (834)        $ 465,529
Adjustment for pooling of interests           5,282              96        88,076               --            88,172
                                          ---------       ---------     ---------        ---------         ---------
Balance at May 31, 1996, as restated        103,639          44,013       510,522             (834)          553,701
         Net income                              --              --       118,557               --           118,557
         Equity adjustment for foreign
                  currency translation           --              --            --             (191)             (191)
                                                                                                           ---------
         Comprehensive income                                                                                118,366
                                                                                                           ---------
         Dividends                               --              --       (15,634)              --           (15,634)
         Distributions to S
                  Corporation shareholders       --              --       (13,764)              --           (13,764)
         Effects of acquisitions              1,758              --         5,375               --             5,375
         Stock options exercised net
                  of shares surrendered         418           1,121         1,177               --             2,298
         Tax benefit resulting from
                  exercise of employee
                  stock options                  --             261            --               --               261
                                          ---------       ---------     ---------        ---------         ---------
Balance at May 31, 1997, as restated        105,815          45,395       606,233            (1,025)         650,603


         Net income                              --              --       133,654               --           133,654
         Equity adjustment for foreign
                  currency translation           --              --            --           (1,491)           (1,491)
                                                                                                           ---------
         Comprehensive income                                                                                132,163
                                                                                                           ---------
         Dividends                               --              --       (19,082)              --           (19,082)
         Distributions to S
                  Corporation shareholders       --              --       (12,423)              --           (12,423)
         Effects of acquisitions              3,850              13        11,657               --            11,670
         Repurchase of common stock            (147)             --        (7,971)              --            (7,971)
         Stock options exercised net
                  of shares surrendered         276             897           181               --             1,078
         Tax benefit resulting from
                  exercise of employee
                  stock options                  --              57            --               --               757
                                          ---------       ---------     ---------        ---------         ---------
Balance at May 31, 1998, as restated        109,794          47,062       712,249           (2,516)          756,795
         Net income                              --              --       138,939               --           138,939
         Equity adjustment for foreign
                  currency translation           --              --            --           (1,303)           (1,303)
                                                                                                           ---------
         Comprehensive income                                                                                137,636
                                                                                                           ---------
         Adjustment to conform Unitog
                  Company's fiscal year          --              --           689               --               689
         Dividends                               --              --       (24,942)              --           (24,942)
         Effects of acquisitions                981              13         2,072               --             2,085
         Repurchase of common stock             (95)             --        (3,739)              --            (3,739)
         Stock options exercised net
                  of shares surrendered         269           2,309            --               --             2,309
         Tax benefit resulting from
                  exercise of employee
                  stock options                  --             590            --               --               590
                                          ---------       ---------     ---------        ---------         ---------
Balance at May 31, 1999                     110,949         $49,974      $825,268         $ (3,819)        $ 871,423
                                          ---------       ---------     ---------        ---------         ---------
</TABLE>

                            See accompanying notes.
<PAGE>   5
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                             -------------------------------------

Years Ended May 31               (In thousands)
<TABLE>
<CAPTION>
                                                                                     1999                1998              1997
                                                                                                     (Restated)         (Restated)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>                <C>
Cash flows from operating activities:
         Net income                                                                $138,939          $133,654           $ 118,557
         Adjustment to conform Unitog Company's fiscal year                             689                --                  --
         Adjustments to reconcile net income to net cash provided by operating
                  activities:
         Depreciation                                                                68,779            56,791              47,527
         Amortization of deferred charges                                            21,449            18,542              18,828
         Write down of assets                                                        12,609                --                  --
         Deferred income taxes                                                       (1,356)           13,443               9,857
         Change in current assets and
          liabilities, net of acquisitions of businesses:
                    Accounts receivable                                             (14,484)          (24,227)            (16,333)
                    Inventories                                                      (5,897)          (23,461)             (5,684)
                    Uniforms and other rental
                             items in service                                       (17,898)          (25,632)            (11,546)
                    Prepaid expenses                                                   (537)           (5,447)                 88
                    Accounts payable                                                (15,089)           (5,132)             (4,179)
                    Accrued compensation and
                             related liabilities                                      3,559             5,730               1,263
                    Accrued liabilities                                              12,299            (1,586)              3,632
                                                                                   --------          --------            --------
Net cash provided by operating activities                                           203,062           142,675             162,010

Cash flows from investing activities:
         Capital expenditures                                                      (171,248)         (128,566)            (86,209)
         Proceeds from sale or redemption of marketable securities                  235,400           117,342              49,290
         Purchase of marketable securities                                         (225,189)         (116,841)            (64,468)
         Acquisitions of businesses, net of cash acquired                           (15,588)          (27,456)            (18,981)
         Proceeds from divestiture of certain facilities                             19,911                --                  --
         Other                                                                       (2,785)             (899)                274
                                                                                   --------          --------            --------
Net cash used in investing activities                                              (159,499)         (156,420)           (120,094)

Cash flows from financing activities:
         Proceeds from issuance of long-term debt                                    65,778            73,483               9,699
         Repayment of long-term debt                                                (85,502)          (25,662)            (18,148)
         Stock options exercised                                                      2,309             1,078               2,298
         Dividends paid                                                             (24,942)          (19,082)            (15,634)
         Distribution to S Corporation shareholders                                      --           (12,423)            (13,764)
         Other common stock activity                                                   (562)           (5,793)                 --
         Other                                                                        1,736            (2,065)             (1,689)
                                                                                   --------          --------            --------
Net cash (used in) provided by financing activities                                 (41,183)            9,536             (37,238)
                                                                                   --------          --------            --------
Net increase (decrease) in cash and cash equivalents                                  2,380            (4,209)              4,678

Cash and cash equivalents at beginning of year                                       13,423            17,632              12,954
                                                                                   --------          --------            --------
Cash and cash equivalents at end of year                                           $ 15,803          $ 13,423            $ 17,632
                                                                                   --------          --------            --------
</TABLE>

                            See accompanying notes.
<PAGE>   6
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

             (Amounts in thousands except per share and share data)

 1.      SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Business description. Cintas classifies its businesses into two operating
segments: Rentals and Other Services. The Rental operating segment designs and
manufactures corporate identity uniforms which it rents, along with other items,
to its customers. The Other Services operating segment involves the design,
manufacture and direct sale of uniforms to its customers as well as the sale of
ancillary services including sanitation supplies, first aid products and
services and cleanroom supplies. All of these services are provided throughout
the United States and Canada to businesses of all types-from small service and
manufacturing companies to major corporations that employ thousands of people.

Principles of consolidation. The consolidated financial statements include the
accounts of Cintas Corporation and its subsidiaries. Intercompany balances and
transactions have been eliminated.

Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Financial results could differ from those estimates.

Cash and cash equivalents. The Company considers all highly liquid investments
with a maturity of three months or less, at date of purchase, to be cash
equivalents.

Inventories. Inventories are valued at the lower of cost (first-in, first-out)
or market. Substantially all inventories represent finished goods.

Uniforms and other rental items in service. These items are valued at cost less
amortization, calculated using the straight-line method generally over periods
of eight to thirty-six months.

Property and equipment. Depreciation is calculated using the straight-line
method over the following estimated useful lives, in years:

         Buildings and Improvements      5 to 40
         Equipment                       3 to 10
         Leasehold Improvements          2 to  5

Long-lived assets. Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be fully recoverable.

Other assets. Other assets consist primarily of service contracts and noncompete
and consulting agreements obtained through the acquisition of businesses, which
are amortized by use of the straight-line method over the estimated lives of the
agreements which are generally three to twelve years, and goodwill, which is
amortized using the straight-line method over twenty to forty years.

Stock options. The Company applies the provisions of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, no
compensation expense has been reflected in the financial statements as the
exercise price of options granted to employees is equal to the fair market value
of the Company's common stock on the date of grant. The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, Accounting for Stock Based Compensation.

Interest rate swap agreements. Periodic settlements under interest rate swap
agreements are recognized as adjustments to interest expense for the relevant
periods.

Revenue recognition. Rental revenue is recognized when services are performed
and other services revenue is recognized when products are shipped. The Company
also establishes an estimate of allowances for uncollectible accounts when
revenue is recorded.
<PAGE>   7


Pro forma adjustment for income taxes. During fiscal 1998, the Company acquired
Uniforms To You Companies (UTY) in a merger transaction accounted for as a
pooling of interests. Prior to the merger, UTY had elected S Corporation status
for income tax purposes. As a result of the merger, UTY terminated its S
Corporation election. The pro forma adjustment for income taxes presents the pro
forma tax expense of UTY as if UTY had been a C Corporation during the financial
statement periods presented.

Fair value of financial instruments. The following methods and assumptions were
used by the Company in estimating the fair value of financial instruments:

        Cash and cash equivalents. The amounts reported approximate market
        value.

        Marketable securities. The amounts reported are at cost, which
        approximate market value. Market values are based on quoted market
        prices.

        Long-term debt. The amounts reported are at carrying value which
        approximate market value. Market values are determined using similar
        debt instruments currently available to the Company that are consistent
        with the terms, interest rates and maturities.

Other accumulated comprehensive income. The Company has adopted Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income. This
pronouncement establishes standards for reporting items that affect
shareholders' equity but are not components of reported net income. The
Company's only component of comprehensive income is foreign currency translation
adjustment.

Other accounting pronouncements. The Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities. This pronouncement which
becomes effective in fiscal 2002 is presently being reviewed by the Company and
is not expected to have a material effect on the Company's financial position
or results of operations, although it may result in additional disclosures in
the future.

2.       MARKETABLE SECURITIES
- --------------------------------------------------------------------------------
All marketable securities are comprised of debt securities and classified as
available-for-sale. The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization is included in interest income. Realized gains and losses and
declines in value determined to be other than temporary on available-for-sale
securities are included in interest income. The cost of the securities sold is
based on the specific identification method. Interest on securities classified
as available-for-sale is included in interest income.

The following is a summary of marketable securities:
<TABLE>
<CAPTION>
                                                                 1999                           1998
- ----------------------------------------------------------------------------------------------------------------
                                                                       Estimated                 Estimated
                                                     Cost              Fair Value      Cost      Fair Value
                                                     ----              ----------      ----       ----------
<S>                                                  <C>               <C>           <C>            <C>
Obligations of state and political subdivisions      $42,579           $42,616       $65,791        $65,757
U.S. Treasury securities and obligations of U.S.
         government agencies                           3,414             3,383         4,938          4,918
Other debt securities                                 26,322            26,299        17,425         17,504
                                                     -------           -------       -------        -------
                                                     $72,315           $72,298       $88,154        $88,179
                                                     =======           =======       =======        =======
</TABLE>

The gross realized gains on sales of available-for-sale securities totaled $241,
$84 and $31 for the years ended May 31, 1999, 1998 and 1997, and the gross
realized losses totaled $25, $25 and $96, respectively. Net unrealized
(losses)/gains are $(17) and $25 at May 31, 1999 and 1998, respectively.

The amortized cost and estimated fair value of debt and marketable securities at
May 31, 1999, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because the issuers of the securities may
have the right to prepay the obligations without prepayment penalties.
<TABLE>
<CAPTION>
                                                                                           Estimated
                                                                                   Cost    Fair Value
- ----------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>        <C>
Due in one year or less                                                         $ 42,572   $ 42,622
Due after one year through three years                                            25,794     25,747
Due after three years                                                              3,949      3,929
                                                                                --------   --------
                                                                                $ 72,315   $ 72,298
                                                                                ========   ========
</TABLE>

<PAGE>   8
<TABLE>
<CAPTION>
3.       PROPERTY AND EQUIPMENT

- -----------------------------------------------------------------------------------------------------
                                                                               1999            1998
- -----------------------------------------------------------------------------------        ----------

<S>                                                                        <C>               <C>
Land                                                                       $ 48,868          $ 41,550
Buildings and improvements                                                  277,176           225,313
Equipment                                                                   473,839           426,337
Leasehold improvements                                                        9,993             8,467
Construction in progress                                                     45,480            53,749
                                                                           --------          --------
                                                                            855,356           755,416
Less: accumulated depreciation                                              282,269           266,445
                                                                           --------          --------
                                                                           $573,087          $488,971
                                                                           --------          --------
</TABLE>
<TABLE>
<CAPTION>

4.       OTHER ASSETS
- -----------------------------------------------------------------------------------------------------
                                                                               1999            1998
- -----------------------------------------------------------------------------------        ----------

<S>                                                                        <C>               <C>
Goodwill                                                                   $115,936          $116,027
Service contracts                                                           109,447           103,178
Noncompete and consulting agreements                                         57,203            57,823
                                                                           --------          --------
                                                                            282,586           277,028
Less: accumulated amortization                                               96,734            81,756
                                                                           --------          --------
                                                                            185,852           195,272
Other                                                                        14,394            17,048
                                                                           --------          --------
                                                                           $200,246          $212,320
                                                                           --------          --------
</TABLE>
<TABLE>
<CAPTION>

5.       LONG-TERM DEBT
- -----------------------------------------------------------------------------------------------------
                                                                               1999            1998
- -----------------------------------------------------------------------------------        ----------
<S>                                                                         <C>               <C>
Secured and unsecured term notes due through 2003
         at an average rate of 9.90%                                       $ 11,741          $ 36,257
Unsecured revolving note due in 2001 at a rate of 5.20%                      10,000            10,000
Unsecured term notes due through 2026 at an average rate of 6.23%            99,299            91,429
Unsecured notes due through 2009 at an average rate of 6.10%                160,010           159,930
Industrial development revenue bonds due through 2013
         at an average rate of 4.60%                                         15,705            19,768
Other                                                                         3,196             1,990
                                                                           --------          --------
                                                                            299,951           319,374
Less: amounts due within one year                                            16,370            11,741
                                                                           --------          --------
                                                                           $283,581          $307,633
                                                                           ========          ========
</TABLE>


Debt in the amount of $20,660 is secured by assets with a carrying value of
$23,759 at May 31, 1999. The Company has letters of credit outstanding at May
31, 1999 approximating $11,855. Maturities of long-term debt during each of the
next five years are: $16,370, $177,104, $40,114, $18,034 and $15,506,
respectively.

The Company has available on a revolving basis up to $25 million due in 2001 at
interest rates targeted to approximate LIBOR.

The Company has entered into two interest rate swap agreements to manage its
exposure to changes in short-term interest rates. The first agreement totals $10
million, expires in March 2001 and allows the Company to pay an effective
interest rate of approximately 6.16%. The second agreement totals $35 million,
expires in October 2000 and allows the Company to pay an effective interest rate
of approximately 4.6%.

Interest expense is net of capitalized interest of $2,081, $1,808 and $1,022 for
the years ended May 31, 1999, 1998 and 1997, respectively. Interest paid, net of
amount capitalized, was $16,586, $15,189 and $16,468 for the years ended May 31,
1999, 1998 and 1997, respectively.

<PAGE>   9

6.       LEASES
- ------------------------------------------------------------------------------
The Company conducts certain operations from leased facilities and leases
certain equipment. Most leases contain renewal options for periods from one to
ten years. The lease agreements provide for increases in rentals if the options
are exercised based on increases in certain price level factors or prearranged
increases. It is anticipated that leases that expire will be renewed or
replaced. The minimum rental payments under noncancelable lease arrangements for
each of the next five years and thereafter are: $9,587, $7,491, $5,972, $5,035,
$4,091 and $13,743, respectively. Rent expense under operating leases during the
years ended May 31, 1999, 1998 and 1997 was $14,018, $11,390 and $9,650,
respectively.
<TABLE>
<CAPTION>

7.       INCOME TAXES
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                           1999             1998           1997
- -------------------------------------------------------------------------------------------------       --------        --------
<S>                                                                                     <C>             <C>            <C>
Income taxes consist of the following components:
    Current
         Federal                                                                         $ 75,304        $ 53,856       $ 46,486
         State and local                                                                   11,177           7,061          7,107
                                                                                         --------        --------       --------
                                                                                           86,481          60,917         53,593
     Deferred                                                                              (1,426)          2,285          9,862
                                                                                         --------        --------       --------
                                                                                         $ 85,055        $ 63,202       $ 63,455
                                                                                         --------        --------       --------
</TABLE>


<TABLE>
<CAPTION>
                                                                                           1999             1998           1997
- -------------------------------------------------------------------------------------------------       --------        --------
<S>                                                                                     <C>             <C>            <C>
Reconciliation of income tax expense using the statutory rate and actual income
         tax expense is as follows:
                  Income taxes at the U.S. federal statutory rate                        $ 78,398        $ 68,900       $ 63,704
                  State and local income taxes, net of federal benefit                      8,156           7,073          6,123
                  Nontaxable income earned                                                   (793)         (1,201)        (1,048)
                  Tax credits                                                                (500)           (288)          (206)
                  Nontaxable items of the Company acquired
                    in pooling of interests                                                    --          (5,050)        (5,931)
                  Deferred tax benefit arising from
                    pooling of interests                                                     (961)         (8,280)            --
                  Other                                                                       755           2,048            813
                                                                                         --------       ---------       --------
                                                                                         $ 85,055        $ 63,202       $ 63,455
                                                                                         ========       =========       =========
The components of deferred income taxes included on the balance sheets are as
follows:
</TABLE>
<TABLE>
<CAPTION>
                                                                                                           1999           1998
- -------------------------------------------------------------------------------------------------       --------        --------
<S>                                                                                                      <C>            <C>
Deferred tax assets:
         Employee benefits                                                                               $  9,179       $  7,236
         Severance and other acquisition-related items                                                      7,275             --
         Allowance for bad debts and other                                                                 16,417         13,346
                                                                                                         --------       --------
                                                                                                           32,871         20,582

Deferred tax liabilities:
         In service inventory                                                                              71,276         63,084
         Depreciation                                                                                      41,149         37,353
         Other                                                                                              1,377          2,723
                                                                                                         --------       --------
                                                                                                          113,802        103,160
                                                                                                         --------       --------

Net deferred tax liability                                                                               $ 80,931       $ 82,578
                                                                                                         --------       --------
</TABLE>


Income taxes paid were $77,381, $59,599 and $50,657 for the years ended May 31,
1999, 1998 and 1997, respectively.
<PAGE>   10

8.       ACQUISITIONS
- --------------------------------------------------------------------------------
During the year ended May 31, 1999, the Company completed several acquisitions
two of which were significant and were accounted for as a pooling of interests.
During the year ended May 31, 1998, the Company completed several acquisitions
nine of which were significant. Eight of these acquisitions were accounted for
as a pooling of interests and one as a purchase.

Pooling of Interests

The impact of one of the 1999 pooling of interests transactions and seven of the
1998 pooling of interests transactions on the Company's historical consolidated
financial statements were not material, consequently, prior period and current
year financial statements have not been restated for these transactions.

In March 1999, the Company acquired Unitog Company (Unitog), a rental and direct
sale uniform provider. The Company exchanged 5,072,124 shares of its common
stock for all the outstanding stock of Unitog.

The acquisition was treated as a pooling of interests for accounting purposes
and the accompanying consolidated financial statements were restated at that
time to include the financial position and operating results of Unitog for all
periods prior to the merger. In accordance with the pooling of interests method
of accounting, no adjustment has been made to the historical carrying amount of
assets and liabilities of Unitog. As the Company and Unitog had different year
ends at the time of the acquisition, the consolidated statements combine the
consolidated financial position of the Company at May 31, 1999 and 1998, and the
consolidated results of its operations and its cash flows for the fiscal years
ended May 31, 1999, 1998 and 1997 with the financial position of Unitog at May
31, 1999 and April 26, 1998 and the recasted results of its operations for the
fiscal years ended April 30, 1999, April 26, 1998 and April 27, 1997 and its
cash flows for the periods ended May 31, 1999, April 26, 1998 and April 27,
1997.

Due to the different fiscal year-ends, retained earnings includes an adjustment
to record Unitog's net income for the month ended May 31, 1999, which is not
included in the consolidated financial statements for any fiscal period. For
this period, Unitog had revenue of $19,544, operating expenses of $17,944
including $1,424 of depreciation and amortization and net income of $689.

A reconciliation of revenue, pro forma net income, and pro forma basic and
diluted earnings per share of Cintas (as previously reported), Unitog, and
combined is as follows:
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------
                                                     1999                1998               1997
- -----------------------------------------------------------           ----------        ----------
<S>                                              <C>                  <C>               <C>
Revenue:
          Cintas (as previously reported)                             $1,198,307        $  995,207
          Unitog                                                         278,638           266,692
                                                 ----------           ----------        ----------
          Combined                               $1,751,568           $1,476,945        $1,261,899
                                                 ----------           ----------        ----------
Pro forma net income:
         Cintas (as previously reported)                              $  117,907        $  100,194
         Unitog                                                           10,797            12,569
                                                 ----------           ----------        ----------
         Combined                                $  138,939           $  128,704        $  112,763
                                                 ----------           ----------        ----------
Pro forma basic earnings per share:
         Cintas (as previously reported)                                   $1.16             $1.01
                                                 ----------           ----------        ----------
         Combined                                     $1.26                $1.20             $1.08
                                                 ----------           ----------        ----------
Pro forma diluted earnings per share:
         Cintas (as previously reported)                                   $1.14              $.99
                                                 ----------           ----------        ----------
         Combined                                     $1.23                $1.18             $1.06
                                                 ----------           ----------        ----------
</TABLE>

In accordance with accounting rules for pooling of interests transactions,
charges to operating income for acquisition-related expenses relating to this
merger approximate $11,000 ($7,000 after tax). They primarily consist of
investment banking fees, a pre-established retention program for certain
employees and professional service fees. The remaining acquisition-related
expenses were for other acquisition activity during the year.
<PAGE>   11


In April 1998, the Company acquired Uniforms To You (UTY), a direct sale uniform
provider. The acquisition was accounted for using the pooling of interests
method of accounting. The Company exchanged 3,959,262 shares of its common stock
for all the outstanding stock of UTY. In accordance with the pooling of
interests method of accounting, no adjustment was made to the historical
carrying amount of assets and liabilities of UTY. The accompanying consolidated
financial statements were restated for the year ended May 31, 1998 to include
the financial position and operating results of UTY for all periods prior to the
merger.

In accordance with accounting rules for pooling of interests transactions,
charges to operating income for acquisition-related expenses were recorded upon
completion of the pooling acquisitions. These acquisition-related expenses
totaled $16,000 ($11,000 after tax) for the UTY transaction and primarily
consisted of a pre-established compensation program for UTY's senior executives.
The remaining acquisition-related expenses were for other acquisition activity
during the year.

Purchases

For all acquisitions accounted for as purchases, including insignificant
acquisitions, the purchase price paid for each has been allocated to the fair
value of the assets acquired and liabilities assumed. The following summarizes
the aggregate purchase price for all businesses acquired which have been
accounted for as purchases:
<TABLE>
<CAPTION>
                                                          1999        1998
- ---------------------------------------------------------------    -------

<S>                                                     <C>        <C>
Fair value of assets acquired                           $18,941    $51,242
Liabilities assumed and incurred                          3,756      1,787
                                                        -------    -------
Total cash paid for acquisitions                        $15,185    $49,455
                                                        -------    -------

</TABLE>

The results of operations for the acquired businesses are included in the
consolidated statements of income from the dates of acquisition. The pro forma
revenue, net income and earnings per share information for acquired businesses
are not presented because they are not material.

9.       DEFINED CONTRIBUTION PLANS
- --------------------------------------------------------------------------------
The Company's Partners' Plan (the Plan) is a non-contributory profit sharing
plan and ESOP for the benefit of certain Company employees who have completed
one year of service. The Plan also includes a 401(k) savings feature covering
substantially all employees. The amount of contributions to the profit sharing
plan and ESOP, as well as the matching contribution to the 401(k), are made at
the discretion of the Company. Total contributions, including the Company's
matching contributions, were $12,100, $8,820 and $7,331 for the years ended May
31, 1999, 1998 and 1997, respectively.

The Company also sponsors contributory thrift plans (thrift plans) covering
certain salaried and clerical employees and certain employees subject to
collective bargaining agreements. Under the provisions of these thrift plans,
employees are permitted to contribute a maximum of 6% of their earnings and the
Company makes matching contributions of 25% to 50%. Employees may make
additional unmatched contributions to the plan of up to 9% of their earnings.
The Company's contributions to these thrift plans were $1,191, $1,200 and $1,100
for the fiscal years ended May 31, 1999, 1998 and 1997, respectively.

10.        EARNINGS PER SHARE
- --------------------------------------------------------------------------------
Earnings per share and pro forma earnings per share are computed in accordance
with Statement of Financial Accounting Standards No. 128, Earnings per Share.
The basic computations are calculated based on the weighted average number of
common shares outstanding during each period. The diluted computations reflect
the potential dilution that could occur if stock options were exercised into
common stock, under certain circumstances, that then would share in the earnings
of the Company.
<PAGE>   12


The following table represents a reconciliation of the shares used to calculate
basic and diluted earnings per share for the respective years:
<TABLE>
<CAPTION>
                                                                                 1999          1998             1997
- ----------------------------------------------------------------------------------------     --------         --------
Numerator:
<S>                                                                            <C>           <C>              <C>
         Net income                                                            $138,939      $133,654         $118,557
                                                                               --------      --------         --------

Denominator:
         Denominator for basic earnings per share -
                  weighted average shares (000Os)                               110,402       107,025          104,528
         Effect of dilutive securities - employee stock options (000Os)           2,492         1,911            1,551
         Denominator for diluted earnings per share -                          --------      --------          -------
                  adjusted weighted average shares and
                  assumed conversions (000Os)                                   112,894       108,936          106,079
                                                                               --------      --------         --------

Basic earnings per share                                                          $1.26         $1.25            $1.13
                                                                               --------      --------         --------
Diluted earnings per share                                                        $1.23         $1.23            $1.12
                                                                               --------      --------         --------
</TABLE>
On October 22, 1997, the Board of Directors approved a two-for-one common stock
split effective November 18, 1997. All share and per share information has been
adjusted to retroactively reflect the effect of this stock split for all periods
presented.

11.        STOCK BASED COMPENSATION
- --------------------------------------------------------------------------------
Under the stock option plan adopted by the Company in fiscal 1993, the Company
may grant officers and key employees incentive stock options and/or
non-qualified stock options to purchase an aggregate of 4,600,000 shares of the
Company's common stock. Options are granted at the fair market value of the
underlying common stock on the date of grant and generally become exercisable at
the rate of 20% per year commencing five years after grant, so long as the
holder remains an employee of the Company. Options outstanding under this plan
at May 31, 1999 are 3,862,107.

As a result of the Unitog acquisition in March 1999, the Company retained a
non-qualified stock option plan for certain of its employees. The exercise price
of the options granted under this plan is the fair market value at date of grant
and the options vest ratably over four years and expire ten years after the date
of grant. Certain provisions of the plan require immediate vesting and a cash
settlement, as opposed to the issuance of common stock, upon termination of the
option holders' employment prior to March 24, 2000. The total compensation
expense under this arrangement recorded during the fourth quarter of 1999 was
$5,100 of which $4,300 has been paid.

The information presented in the following table relates primarily to stock
options granted and outstanding under either the plan adopted in fiscal 1993 or
under a similar plan which expired in June 1993:
<TABLE>
<CAPTION>
                                                                                                        Weighted
                                                                                                         Average
                                                                                        Shares       Exercise Price
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
Outstanding May 31, 1996 (540,622 shares exercisable)                                  3,064,870         $  13.98
         Granted                                                                         799,413            26.22
         Cancelled                                                                      (128,676)           15.20
         Exercised                                                                      (313,445)            7.09
Outstanding May 31, 1997 (505,282 shares exercisable)                                  3,422,162            17.44
         Granted                                                                       1,163,069            36.45
         Cancelled                                                                      (158,005)           22.88
         Exercised                                                                      (297,985)            8.00
Outstanding May 31, 1998 (445,946 shares exercisable)                                  4,129,241            23.24
         Granted                                                                         413,450            49.35
         Cancelled                                                                      (199,983)           30.22
         Exercised                                                                      (395,257)           17.58
Outstanding May 31, 1999 (415,520 shares exercisable)                                  3,947,451         $  26.20
</TABLE>
<PAGE>   13
\
The following table summarizes the restated information related to stock options
outstanding at May 31, 1999:
<TABLE>
<CAPTION>

                                            Outstanding Options   Exercisable Options
                                            -------------------   -------------------
                                              Average   Weighted               Weighted
             Range of                        Remaining  Average                 Average
             Exercise           Number         Option   Exercise   Number       Exercise
              Price           Outstanding       Life     Price   Exercisable      Price
         ----------------     -----------       ----    -------  -----------    -------

        <S>        <C>        <C>              <C>      <C>        <C>        <C>
         $ 6.08  - $18.38      1,215,607        3.72    $ 13.14    284,607      $ 10.41
          19.19  -  34.88      1,323,115        6.58      22.87    106,415        22.20
          35.31  -  76.06      1,408,729        8.41      39.65    24,498         19.32
        -----------------     ----------       -----    -------   --------      -------
         $ 6.08  - $76.06      3,947,451        6.41    $ 26.20    415,520      $ 16.07
        -----------------     ----------       -----    -------   --------      -------
</TABLE>

At May 31, 1999, 974,220 shares of common stock are reserved for future
issuance.

Pro forma information regarding earnings and earnings per share is required by
Statement No. 123 and has been determined as if the Company had accounted for
its stock options granted subsequent to May 31, 1995 under the fair value method
of that Statement. The weighted average fair value of stock options granted
during 1999, 1998 and 1997 was $21.13, $15.09 and $11.94, respectively. The fair
value of these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                     1999             1998             1997
- ----------------------------------------------------------           -----            -----
<S>                                                  <C>             <C>              <C>
Risk free interest rate                              5.50%           5.50%            6.63%
Dividend yield                                        .32%            .45%             .53%
Expected volatility of the Company's common stock      27%             24%              26%
Expected life of the option in years                    9               8              8.5
                                                    -----           -----            -----
</TABLE>

The Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are freely
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's options have characteristics significantly different from those of
traded options and because changes in the subjective input assumptions can
materially affect the fair value estimate, in the Company's opinion existing
models do not necessarily provide a reliable single measure of the fair value of
its stock options.

For purposes of pro forma disclosure, the estimated fair value of the options is
amortized to expense over the options' vesting period. The Company's pro forma
information is as follows:
<TABLE>
<CAPTION>

                                                                      1999         1998      1997
- -----------------------------------------------------------------------------     -----     -----
<S>                                                                <C>         <C>        <C>
Net income:
         As reported                                                $ 138,939   $ 133,654  $ 118,557
         Pro forma for Statement No. 123                            $ 135,506   $ 130,797  $ 117,207

Earnings per share:
         Pro forma basic earnings per share for Statement No. 123   $    1.23   $    1.22  $    1.12
         Pro forma diluted earnings per share for Statement No. 123 $    1.20   $    1.20  $    1.11
                                                                    ---------   ---------  ---------


The effects of providing pro forma disclosure are not representative of earnings
reported for future years.
</TABLE>
<PAGE>   14

12.        LITIGATION AND ENVIRONMENTAL MATTERS
- --------------------------------------------------------------------------------
The Company is subject to legal proceedings and claims arising from the ordinary
course of its business, including personal injury, customer contract and
employment claims. In the opinion of management, the aggregate liability, if
any, with respect to such actions will not materially adversely affect the
financial position or results of operations of the Company.

In acquiring Unitog in March 1999, the Company became a potentially responsible
party, and thus faces the possibility of joint and several liability under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) in
connection with alleged environmental contamination in an area near a rental
facility in Tempe, Arizona. This facility, located near the South Indian Bend
Wash Federal Superfund (SIBW) site, has been tested for soil and groundwater
contamination. The soil testing at the Company's facility detected volatile
organic compounds, and the Company immediately took action to remediate such
contamination. The United States Environmental Protection Agency (EPA) in March
1999 issued a Record of Decision to the effect that groundwater contamination in
the vicinity of the Company's plant does not warrant remediation at this time.
Instead, the low levels of groundwater contamination near the Company's facility
will be monitored and allowed to attenuate naturally. The Record of Decision
requires active groundwater remediation in other parts of the SIBW site, which
are believed to be unrelated to the Company. According to the Record of
Decision, the EPA estimates that the 30 year net present value of costs to be
incurred to remediate and monitor groundwater contamination at the SIBW site is
$22,000. It is possible that the EPA will attempt to recover from the
potentially responsible parties the costs it has incurred to date with respect
to the SIBW site as well as the costs it expects to incur going forward.

As part of the Agreement and Plan of Merger between Unitog Company and the
Company, the Company performed environmental testing at nine previously untested
Unitog laundry facilities. The testing resulted in the discovery of soil and
groundwater contamination at certain of these sites.

As a result of all of the environmental matters noted above, the Company
recorded a charge to operating expense of $5,000 during the third quarter of
fiscal 1999 to reflect its current estimate of the additional costs to be
incurred relative to these sites. At May 31, 1999, the Company has an
undiscounted liability of $5,600 for environmental matters.

13.        SPECIAL CHARGE
- --------------------------------------------------------------------------------
As a result of the acquisition of Unitog in March 1999, the Company developed a
plan during the fourth quarter of fiscal 1999 to integrate Unitog into the
Company and close duplicate facilities. The plan was formally approved on May
28, 1999 with the intention to position the Company to improve service to its
customers and achieve higher profitability.

The plan primarily relates to the decision to: (1) exit certain duplicate rental
and manufacturing facilities resulting in asset write downs to estimated fair
value, lease abandonments and costs to sever employees and (2) sell the Unitog
headquarters in Kansas City, Missouri, resulting in asset write downs to their
fair value upon sale and costs to sever employees. Accordingly, the Company
recognized a special charge of $28,429, $17,626 after income taxes and $.16 per
share during 1999. Details of the special charge are as follows:
<TABLE>
<CAPTION>
                                                                               Accrual at
                                                 Special Charge   Activity    May 31, 1999
- ---------------------------------------------------------------   --------    ------------
<S>                                                 <C>           <C>           <C>
Severance                                           $15,820       $ 9,772       $ 6,048
Asset write downs                                    12,609        12,609            --
                                                    -------       -------       -------
Total                                               $28,429       $22,381       $ 6,048
                                                    =======       =======       =======
</TABLE>





<PAGE>   15
Asset write downs associated with the exit of certain redundant rental and
manufacturing facilities relate to the consolidation of facilities in areas
where the Company has sufficient capacity in existing facilities to meet
anticipated requirements. The asset write down associated with the sale of the
Unitog headquarters relates to the closure of the facility and relocating these
business functions to the Company's headquarters in Cincinnati, Ohio. The
closure of the redundant rental and manufacturing facilities is expected to be
completed by the end of fiscal 2000 and the sale of the Unitog headquarters is
expected to be completed by May 31, 2003. The assets are classified as held and
used. In determining the asset write downs, the fair value of the assets to be
held and used was determined primarily using appraised values. The carrying
value of the assets to be held and used at May 31, 1999 is $32.8 million. The
adjusted carrying value of the assets will be depreciated over the remaining
life of the assets.

Severance costs include the cost of separation payments to certain employees who
have been or will be terminated. The elimination of the positions is expected to
be substantially completed by the end of fiscal 2000.

14.        SEGMENT INFORMATION
- --------------------------------------------------------------------------------
On June 1, 1998, the Company adopted Statement of Financial Accounting Standards
No. 131, Disclosures about Segments of an Enterprise and Related Information.
This standard established new rules for public companies relating to the
reporting of financial and descriptive information about their operating
segments in financial statements. This standard did not have a material effect
on the financial statements, but did affect the disclosure of segment
information contained elsewhere therein.

Cintas classifies its businesses into two operating segments: Rentals and Other
Services. The Rental operating segment designs and manufactures corporate
identity uniforms which it rents, along with other items, to its customers. The
Other Services operating segment involves the design, manufacture and direct
sale of uniforms to its customers as well as the sale of ancillary services
including sanitation supplies, first aid products and services and cleanroom
supplies. All of these services are provided throughout the United States and
Canada to businesses of all types - from small service and manufacturing
companies to major corporations that employ thousands of people.

Information as to the operations of the Company's different business segments is
set forth based on the distribution of products and services offered. The
Company evaluates performance based on several factors of which the primary
financial measures are business segment revenue and income before income taxes.
As a result of this Statement, certain prior year amounts have been reclassified
to conform to the current year presentation. The accounting policies of the
business segments are the same as those described in the Significant Accounting
Policies (Note 1).
<PAGE>   16

<TABLE>
<CAPTION>
                                                       Other
                                        Rentals       services     Corporate        Total
                                        -------       --------     ---------        -----

<S>                                   <C>           <C>           <C>            <C>
May 31, 1999
Revenue                               $ 1,297,248   $   454,320   $        --    $ 1,751,568
                                      -----------   -----------   -----------    -----------
Gross margin                          $   539,185   $   145,677   $        --    $   684,862
Selling and administrative expenses       302,346       101,234            --        403,580
Acquisition-related expenses                   --            --        12,088         12,088
Special charge                                 --            --        28,429         28,429
Environmental charge                           --            --         5,000          5,000
Interest income                                --            --        (4,671)        (4,671)
Interest expense                               --            --        16,442         16,442
                                      -----------   -----------   -----------    -----------
Income before income taxes            $   236,839   $    44,443   $   (57,288)   $   223,994
                                      -----------   -----------   -----------    -----------
Depreciation and amortization         $    80,550   $     9,678   $        --    $    90,228
                                      -----------   -----------   -----------    -----------
Capital expenditures                  $   150,007   $    21,241   $        --    $   171,248
                                      -----------   -----------   -----------    -----------
Total assets                          $ 1,080,194   $   239,506   $    88,118    $ 1,407,818
                                      -----------   -----------   -----------    -----------

May 31, 1998
Revenue                               $ 1,090,577   $   386,368   $        --    $ 1,476,945
                                      -----------   -----------   -----------    -----------

Gross margin                          $   445,768   $   124,867   $        --    $   570,635
Selling and administrative expenses       256,098        89,566            --        345,664
Acquisition-related expenses                   --            --        17,116         17,116
Interest income                                --            --        (4,825)        (4,825)
Interest expense                               --            --        15,824         15,824
                                      -----------   -----------   -----------    -----------
Income before income taxes            $   189,670   $    35,301   $   (28,115)   $   196,856
                                      -----------   -----------   -----------    -----------
Depreciation and amortization         $    67,550   $     7,783   $        --    $    75,333
                                      -----------   -----------   -----------    -----------
Capital expenditures                  $   107,293   $    21,273   $        --    $   128,566
                                      -----------   -----------   -----------    -----------
Total assets                          $   994,969   $   208,854   $   101,577    $ 1,305,400
                                      -----------   -----------   -----------    -----------

May 31, 1997
Revenue                               $   946,923   $   314,976   $        --    $ 1,261,899
                                      -----------   -----------   -----------    -----------

Gross margin                          $   380,902   $   100,910   $        --    $   481,812
Selling and administrative expenses       215,724        71,939            --        287,663
Acquisition-related expenses                   --            --           553            553
Interest income                                --            --        (4,449)        (4,449)
Interest expense                               --            --        16,033         16,033
                                      -----------   -----------   -----------    -----------
Income before income taxes            $   165,178   $    28,971   $   (12,137)   $   182,012
                                      -----------   -----------   -----------    -----------
Depreciation and amortization         $    60,363   $     5,992   $        --    $    66,355
                                      -----------   -----------   -----------    -----------
Capital expenditures                  $    79,333   $     6,876   $        --    $    86,209
                                      -----------   -----------   -----------    -----------
Total assets                          $   829,005   $   165,890   $   106,287    $ 1,101,182
                                      -----------   -----------   -----------    -----------
</TABLE>


<PAGE>   17
15.        QUARTERLY FINANCIAL DATA (UNAUDITED)
- --------------------------------------------------------------------------------
The following is a summary of the results of operations for each of the quarters
within the years ended May 31, 1999 and 1998. The reported amounts differ from
amounts previously reported in Form 10-Q due to the restatement of the
accompanying consolidated financial statements which have been restated to
include the financial position and operating results of Unitog, an acquisition
accounted for using the pooling of interests method of accounting.

<TABLE>
<CAPTION>
                                             First    Second       Third         Fourth
May 31, 1999                                Quarter   Quarter      Quarter       Quarter
                                          (Restated) (Restated)   (Restated)
                                           --------   --------    --------     -----------
<S>                                        <C>        <C>         <C>          <C>
Revenue:
         Cintas (as previously reported)   $354,345   $367,327    $360,504
         Unitog                              72,085     69,171      73,165
                                           --------   --------    --------     -----------
         Combined                          $426,430   $436,498    $433,669     $   454,971
                                           ========   ========    ========     ===========

Gross profits:
         Cintas (as previously reported)   $143,024   $149,252    $149,538
         Unitog                              20,501     21,368      23,073
                                           --------   --------    --------     -----------
         Combined                          $163,525   $170,620    $172,611     $   178,106
                                           ========   ========    ========     ===========

Pro forma net income:
         Cintas (as previously reported)   $ 33,860   $ 39,800    $ 37,872
         Unitog                               2,391      4,578*        759**
                                           --------   --------    --------     -----------
         Combined                          $ 36,251   $ 44,378    $ 38,631     $    19,679
                                           ========   ========    ========     ===========

Basic earnings per share                   $    .33   $    .40    $    .35     $       .18
                                           ========   ========    ========     ===========

Diluted earnings per share                 $    .33   $    .39    $    .34     $       .17
                                           ========   ========    ========     ===========

Pro forma basic earnings per share         $    .33   $    .40    $    .35     $       .18
                                           ========   ========    ========     ===========

Pro forma diluted earnings per share       $    .33   $    .39    $    .34     $       .17
                                           ========   ========    ========     ===========

Weighted average number of
         shares outstanding (000Os)         109,929    110,358     110,816         110,858
                                           ========   ========    ========     ===========
</TABLE>

* Includes a $2,100 gain from the sale of certain facilities.
**Includes a $5,000 charge relating to environmental matters.
<PAGE>   18
<TABLE>
<CAPTION>

                                           First       Second      Third     Fourth
May 31, 1998                               Quarter     Quarter    Quarter    Quarter
                                         (Restated)   (Restated) (Restated)(Restated)
                                           --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>
Revenue:
         Cintas (as previously reported)   $272,805   $293,697   $301,889   $329,916
         Unitog                              68,671     70,088     69,544     70,335
                                           --------   --------   --------   --------
         Combined                          $341,476   $363,785   $371,433   $400,251
                                           ========   ========   ========   ========

Gross profits:
         Cintas (as previously reported)   $111,755   $118,652   $122,955   $134,699
         Unitog                              20,212     21,981     20,003     20,378
                                           --------   --------   --------   --------
         Combined                          $131,967   $140,633   $142,958   $155,077
                                           ========   ========   ========   ========

Pro forma net income:
         Cintas (as previously reported)   $ 26,653   $ 30,913   $ 29,289   $ 31,052
         Unitog                               2,362      3,997      2,722      1,716
                                           --------   --------   --------   --------
         Combined                          $ 29,015   $ 34,910   $ 32,011   $ 32,768
                                           ========   ========   ========   ========

Basic earnings per share                   $    .29   $    .34   $    .31   $    .31
                                           ========   ========   ========   ========

Diluted earnings per share                 $    .28   $    .34   $    .31   $    .30
                                           ========   ========   ========   ========

Pro forma basic earnings per share         $    .27   $    .33   $    .30   $    .30
                                           ========   ========   ========   ========

Pro forma diluted earnings per share       $    .27   $    .32   $    .29   $    .30
                                           ========   ========   ========   ========

Weighted average number of
         shares outstanding (000Os)         106,094    106,757    107,107    108,133
                                           ========   ========   ========   ========

</TABLE>
<PAGE>   19
REPORT OF AUDIT COMMITTEE
- -------------------------

The Audit Committee (the Committee) of the Board of Directors is composed of
three independent directors. The Committee, which held one meeting during fiscal
1999, oversees the Company's financial reporting process on behalf of the Board
of Directors.

In fulfilling its responsibilities, the Committee recommended to the Board of
Directors the selection of the Company's independent auditors. The Committee
discussed with the independent auditors the overall scope and specific plan for
their audits. The Committee also discussed the Company's consolidated financial
statements and the adequacy of the Company's system of internal control.

The Committee meets with the Company's independent auditors, without management
present, to discuss the results of their evaluation of the system of internal
control and the overall quality of the Company's financial reporting. The
meetings are designed to facilitate any private communications with the
Committee desired by the independent auditors.



/s/ Roger L. Howe
Roger L. Howe, Chairman
Audit Committee
July 1, 1999


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- -------------------------------------------------


The Board of Directors
Cintas Corporation

We have audited the accompanying consolidated balance sheets of Cintas
Corporation as of May 31, 1999 and 1998, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three years in
the period ended May 31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Cintas Corporation
at May 31, 1999 and 1998, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended May 31, 1999, in
conformity with generally accepted accounting principles.


                                                      /s/ Ernst & Young LLP

Cincinnati, Ohio
July 1, 1999


<PAGE>   20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ---------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------

FISCAL 1999 COMPARED TO FISCAL 1998

Fiscal 1999 marked another year of uninterrupted growth for the Company. Because
the merger with Unitog was treated as a pooling of interests, the Company's
historical financial results have been restated as if Cintas and Unitog had
always been one company. Total revenue was $1.8 billion, an increase of 19% over
fiscal 1998. Revenue from the rentals segment increased 19% and other services
revenue increased 18%, primarily due to growth in the customer base. Revenue
contributed by Unitog was flat when compared to the prior year, while Cintas
revenue increased 23%.

Excluding one-time charges consisting of acquisition-related expenses, a Unitog
environmental charge and special charges (refer to Notes 8, 12 and 13 for
additional information), pre-tax income was $270 million, an increase of 26%
over fiscal 1998. Including these one-time charges, pre-tax income was $224
million, an increase of 14% over the prior fiscal year. Pre-tax income from the
rentals and other services segments increased 25% and 26%, respectively, over
the prior year.

Acquisition-related expenses for fiscal 1999 and 1998 relate primarily to the
mergers with Unitog and Uniforms To You (UTY), respectively. One-time charges of
$39 million associated with the Unitog merger include acquisition-related
expenses of $11 million for transaction fees (investment banking, legal and
accounting fees and retention bonuses) and a special charge of $28 million
related to integration costs (severance and asset write downs). As a result of
the integration of Unitog and Cintas, redundant operating facilities were
identified based on an evaluation of operating capacity by location. These
redundant facilities will be merged into existing operations during fiscal 2000.
In addition, Unitog corporate functions will be consolidated and the corporate
office building will be sold. The cost to exit all corporate and operating
facilities will include severance payments to affected employees of $15.8
million and an asset write down of $12.6 million. Severance-related costs
include a pre-established severance plan for corporate executives and the cash
settlement of stock options for terminated employees. The Company believes that
these actions will improve service to the customer and reduce future operating
costs.

Results for 1998 were adjusted on a pro forma basis to reflect the true tax
impact of UTY as if it had been reported as a C Corporation prior to the merger
with Cintas. In addition, 1998 results include a one-time tax credit of $8
million to establish a deferred tax asset and $17 million in acquisition-related
expenses, primarily related to a pre-established compensation program for UTY
executives.

Net interest expense increased $1 million over the prior year due to a higher
average debt level in 1999. The Company's effective tax rate was 38% and 35% pro
forma, respectively, for fiscal years 1999 and 1998. Fiscal year 1998 income
taxes were offset by the $8 million credit related to the conversion of UTY from
an S Corporation to a C Corporation.

Excluding one-time items impacting both 1999 and 1998, pro forma net income of
$167 million and pro forma basic earnings per share of $1.51 represent an
increase of 27% and 23%, respectively, over fiscal 1998. Including these
one-time items, pro forma net income of $139 million and pro forma basic
earnings per share of $1.26 represent an 8% and 5% increase, respectively, over
the 1998 fiscal year. Pro forma return on average equity is 17% compared to 18%
for the prior year; however, excluding one-time items, pro forma return on
average equity is 21% compared to 19% for the prior year.

Cash, cash equivalents and marketable securities decreased by $13 million in
1999, primarily due to capital expenditures for new facilities and equipment to
accommodate growth. The cash, cash equivalents and marketable securities will be
used to finance future acquisitions and capital expenditures. Marketable
securities consist primarily of municipal bonds and federal government
securities.


<PAGE>   21


Accounts receivable increased $16 million, primarily due to sales growth.
Inventories increased $8 million reflecting growth in the Company. Because of a
focused effort to improve manufacturing inventories, this increase is much lower
than expected given the substantial increase in sales volume.

Net property and equipment increased by $84 million. In fiscal 1999, the Company
completed construction of fifteen new uniform rental facilities and had another
twelve uniform rental facilities in various stages of construction to
accommodate growth in rental operations.

FISCAL 1998 COMPARED TO FISCAL 1997

Fiscal 1998 total revenue was $1.5 billion, net income was $134 million and
basic earnings per share was $1.25, increasing 17%, 13% and 11%, respectively,
over the prior year. Excluding one-time charges, pre-tax income increased $31
million, or 17% over the prior year. Including these one-time charges, pre-tax
income increased $15 million, or 8% over the prior year. Revenue from the
rentals segment increased 15% and other services revenue increased 23%,
primarily due to growth in the customer base. Pre-tax income for the rentals and
other services segments increased 15% and 22%, respectively, over the prior
year.

Net interest expense decreased $1 million due to a lower level of debt and
improved interest rates. The Company's pro forma effective tax rate for 1998 and
1997 was 35% and 38%, respectively. The 1998 tax rate was lower due to a
one-time credit of $8 million to establish a deferred tax asset for UTY.

Excluding one-time charges, pro forma net income of $132 million and pro forma
basic earnings per share of $1.23 increased 17% and 14%, respectively. Including
one-time charges, pro forma net income of $129 million and pro forma basic
earnings per share of $1.20 represent increases of 14% and 11%, respectively.

Cash, cash equivalents and marketable securities decreased $5 million in 1998,
primarily due to capital expenditures for new facilities and equipment to
accommodate growth. The cash, cash equivalents and marketable securities will be
used to finance future acquisitions and capital expenditures. Marketable
securities consist primarily of municipal bonds and federal government
securities.

Accounts receivable increased $35 million due to sales growth and acquisitions
made during the year. Inventories increased $30 million reflecting sales growth
and acquisitions, as well as the expansion of product lines and investment in
the other services segment of the business.

Net property and equipment increased by $92 million. In fiscal 1998, the Company
completed construction of six new uniform rental facilities and had thirteen
others in various stages of completion to accommodate growth in rental
operations.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 1999, the Company had $88 million in cash, cash equivalents and
marketable securities. The Company's investment policy pertaining to marketable
securities is conservative. Preservation of principal while earning an
attractive yield are the criteria used in making investments. Working capital
for fiscal year 1999 increased to $422 million, $20 million over the prior year,
primarily due to the increase in accounts receivable and inventories related to
sales growth in both business segments.


Capital expenditures for fiscal 1999 totaled $171 million, including $150
million for the rentals segment and $21 million for other services. The Company
continues to reinvest in land, buildings and equipment in an effort to expand
capacity for future growth. The Company anticipates that capital expenditures
for fiscal 2000 will approximate $170 million.

<PAGE>   22


The Company's percentage of debt to total capitalization was 26% at May 31,
1999, versus 30% at May 31, 1998.

During the year, the Company paid dividends of $25 million, or $.22 per share.
This dividend is an increase of 22% over that paid in fiscal 1998.

MARKET RISK

The Company manages interest rate risk by using a combination of variable and
fixed rate debt, marketable securities and interest rate swap agreements. The
Company's earnings are affected by changes in short-term interest rates due to
the use of variable rate notes and revolving credit facilities amounting to
approximately $180 million, with an average interest rate of 5.68%. This
exposure is limited by the purchase of marketable securities and interest rate
swap agreements as a hedge against variability in short-term rates. If
short-term rates increase by one-half percent (or 50 basis points), the
Company's interest expense would increase, and income before taxes would
decrease, by approximately $.5 million. Conversely, if short-term rates decrease
by one-half percent (or 50 basis points), the Company's interest expense would
decrease, and income before taxes would increase, by approximately $.5 million.
This estimated exposure considers the mitigating effects of marketable
securities and swap agreements on the change in the cost of variable rate debt.
This analysis does not consider the effects of a change in economic activity or
a change in the Company's capital structure.

INFLATION AND CHANGING PRICES

Management believes inflation has not had a material impact on the Company's
financial condition or a negative impact on operations.

IMPACT OF YEAR 2000

The Company has determined the changes required to ensure that all of its
software, hardware and operating equipment will function properly with respect
to dates in the Year 2000 and thereafter. The total cost of these changes is not
material and is being expensed as incurred. The Company incurred the majority of
its Year 2000 costs during fiscal 1998, with substantially all of the remaining
costs expensed in fiscal 1999. Approximately $.5 million will be incurred
throughout the first quarter of fiscal 2000 to complete remaining items.

The Company has been proactive in addressing the Year 2000 with a strategy that
consists of the following critical components: inventory, internal assessment,
remediation, testing, vendor assessment and contingency planning. A complete
inventory of all software and hardware was conducted in 1997 and has been
updated for new acquisitions and subsequent purchases. Through a combination of
testing, vendor inquiries and third party assistance, all hardware and software
items requiring remediation were identified. A remediation plan was developed
and implemented, with substantially all of the spending occurring in fiscal 1998
and 1999. All critical equipment used for operations and distribution has been
tested and upgraded or replaced as required. The Company believes that all
critical production systems are now fully compliant. A proactive disaster
recovery test of data center operations will be conducted using the January 1,
2000 system date. Major suppliers were contacted to obtain certification and an
assessment of their Year 2000 compliance, and all high-risk suppliers
identified. Appropriate actions were taken during fiscal 1999 to mitigate this
risk for all critical suppliers, and alternative sources, if practical, are
being identified as required. The Company continues to monitor the progress of
all major suppliers toward completion of their Year 2000 plans, and is
developing contingency plans to minimize any potential risk. These contingency
plans are being formalized and will address all aspects of the business.
Contingency plans are expected to be in place by the end of the Company's first
fiscal quarter.

The Company believes that it is devoting appropriate resources to resolve any
Year 2000 issues in a timely manner and believes that all internal systems will
be prepared for Year 2000 processing. While the Company believes its efforts are
sufficient to address any Year 2000 issues, it recognizes that failing to
resolve these issues on a timely basis could adversely affect the Company's
ability to manufacture and distribute products and services.



<PAGE>   23
DIRECTORS AND OFFICERS
- -----------------------

BOARD OF DIRECTORS

Gerald V. Dirvin
Retired Executive Vice President
and Director of The Procter & Gamble Company

Richard T. Farmer
Chairman of the Board
of the Corporation

Scott D. Farmer
President & Chief Operating Officer
of the Corporation

James J. Gardner
Retired Vice President
of the Corporation

Roger L. Howe
Retired Chairman of the Board
of U.S. Precision Lens, Inc.

Donald P. Klekamp
Senior Partner
of Keating, Muething & Klekamp

Robert J. Kohlhepp
Chief Executive Officer
of the Corporation

John S. Lillard
Retired Chairman-Founder of JMB
Institutional Realty Corporation


CORPORATE OFFICERS

Richard T. Farmer
Chairman of the Board

Robert J. Kohlhepp
Chief Executive Officer

Scott D. Farmer
President & Chief Operating Officer

Robert R. Buck
Senior Vice President &
President - Uniform Rental Division

David T. Jeanmougin
Senior Vice President & Secretary

William C. Gale
Vice President & Chief Financial Officer

Karen L. Carnahan
Vice President & Treasurer



OPERATING, STAFF, AND SUBSIDIARY OFFICERS

Bruce L. Burgess
Vice President

James A. Cain
Vice President

James J. Case
Vice President
Southwest Rental Group

James V. Critchfield
Vice President
Northcentral Rental Group

William L. Cronin
Vice President
Northeast Rental Group

Michael P. DiMino
President & Chief Operating Officer
Uniforms To You

Gregory J. Eling
Vice President
Central Rental Group

Michael B. Frank
Chairman of the Board
Uniforms To You

Michael P. Gaburo
Vice President
Cleanroom Division

Arnold Gedmintas
Vice President
Northern Rental Group

William W. Goetz
Vice President
Marketing & Merchandising

Larry A. Harmon
Vice President
Great Lakes Rental Group

J. Phillip Holloman
Vice President
Research & Development

Jeffry E. Jones
Vice President
Northwest Rental Group

John S. Kean III
Senior Vice President
Southcentral Rental Group

James J. Krupansky
Vice President
Western Rental Group

Glenn W. Larsen
Vice President
Logistics & Manufacturing

John W. Milligan
Vice President
Midwest Rental Group

Robert A. Oswald
Vice President

David Pollak, Jr.
Vice President
First Aid & Safety Division

Rodger V. Reed
Vice President
National Account Division

Bruce E. Rotte
Vice President
Southeast Rental Group

G. Thomas Thornley
Vice President &
Chief Information Officer


<PAGE>   24
EXECUTIVE OFFICES

Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

AUDITORS

Ernst & Young LLP
1300 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio  45202

MARKET FOR REGISTRANT'S COMMON STOCK

Cintas Corporation Common Stock is traded on the NASDAQ National market System.
The symbol is CTAS.

REGISTRAR AND TRANSFER AGENT

The Fifth Third Bank
Shareholder Services
Mail Drop 10AT66
38 Fountain Square Plaza
Cincinnati, Ohio  45263
(513) 579-5320
(800) 837-2755

ANNUAL MEETING

October 20, 1999
Cintas Corporation
Corporate Headquarters
6800 Cintas Boulevard
Cincinnati, Ohio
10:00 a.m.


SHAREHOLDER INFORMATION
- -----------------------

10-K REPORT

A copy of the Form 10-K annual report filed with the Securities and Exchange
Commission for the year ended May 31, 1999, is available at no charge to
shareholders. Direct requests in writing for this report or other
information to:

William C. Gale
Vice President & Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
(513) 459-1200

FINANCIAL INFORMATION

For financial information visit us on the Internet at http://www.nasdaq.com or
http://www.cintas-corp.com
INFORMATION INTERNET ADDRESS


Visit us at our web site at http://www.cintas-corp.com

SECURITY HOLDER INFORMATION

At May 31, 1999, there were approximately 2,250 shareholders of record of the
Corporation's Common Stock. The Company believes that this represents
approximately 23,000 beneficial owners.

The following table shows the high and low closing prices by quarter during the
last two fiscal years.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Fiscal 1999                            Fiscal 1998

<S>              <C>       <C>        <C>                <C>         <C>
Quarter ended     High       Low       Quarter ended        High         Low
May 1999           73 3/16   60        May 1998           52- 3/4      42 3/4
February 1999      78 3/4    53        February 1998      46           36 7/8
November 1998      57 1/8    47 1/2    November 1997      40 2/3       34 11/16
August 1998        54 7/8    39        August 1997        35 7/16      30 1/4

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 21
<TEXT>

<PAGE>   1

                                   EXHIBIT 21
                                   ----------
                           SUBSIDIARIES OF REGISTRANT
                           --------------------------

STATE/PROVINCE OF
NAME                                               INCORPORATION
- ----                                               -------------

Cintas Corporation - East Coast                    Massachusetts

Cintas Corporation - Ohio                          Ohio

Cintas Corporation No. 1                           Ohio

Cintas Corp. No. 5                                 Michigan

Cintas Corp. No. 13                                Pennsylvania

Cintas Corporation No. 41                          Maryland

Cintas Sales Corporation                           Ohio

Cintas Corp. No. 45                                North Carolina

Corporate Business Services, Inc.                  Illinois

Cintas - R.U.S., Inc.                              South Carolina

Cintas Cleaning Services, Inc.                     Ohio

Cintas Executive Services, Inc.                    Nevada

Cintas Canada Limited                              Ontario, Canada

Cintas Investment Corp.                            Ontario, Canada

Respond Industries, Incorporated                   Colorado

American First Aid Company                         Maryland

1202327 Ontario, Inc.                              Ontario, Canada

Benjamin's Uniforms, Inc.                          Wisconsin

Petragon, Inc.                                     Kansas

Custom Uniform Service, Inc.                       Florida

Uniforms To You and Company                        Illinois

UTY Canada, LTD.                                   Quebec, Canada

Affirmed Medical, Inc.                             California

NCAVANS, Inc.                                      California

SanDVans, Inc.                                     California

Mechanics Uniform Holding, Inc.                    Michigan

Mechanics Uniform Rental Company                   Michigan

Standard Uniform Service, Inc.                     New Jersey

Unitog Company                                     Delaware

Unitog De Honduras, S.A.                           Honduras

Unitog Realty Company                              Missouri

Unitog Rental Services, Inc.                       California

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 23
<TEXT>

<PAGE>   1

                                   EXHIBIT 23
                                   ----------
                         CONSENT OF INDEPENDENT AUDITORS
                         -------------------------------


We consent to the incorporation by reference in this Annual Report on Form 10-K
of Cintas Corporation of our report dated July 1, 1999, included in the 1999
Annual Report to Shareholders of Cintas Corporation.

Our audits also included the financial statement schedule of Cintas Corporation
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements as a whole, presents fairly in all
material respects the information set forth therein.

We also consent to the incorporation by reference in Registration Statement
Number 33-56623 on Form S-8 pertaining to the Partners' Plan, Registration
Statement Number 33-23228 on Form S-8 pertaining to the Incentive Stock Option
Plan, Registration Statement Number 33-71124 on Form S-8 pertaining to the 1990
Directors Plan and 1992 Stock Option Plan and Registration Statement Number
333-75015 on Form S-8 pertaining to the Unitog Company 1992 and 1997 Stock
Option Plans, of our report dated July 1, 1999, with respect to the financial
statements and schedule of Cintas Corporation incorporated by reference in this
Annual Report on Form 10-K for the year ended May 31, 1999.



                                                               Ernst & Young LLP

Cincinnati, Ohio
August 23, 1999



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 27
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1999
<PERIOD-START>                             MAR-01-1999
<PERIOD-END>                               MAY-31-1999
<EXCHANGE-RATE>                                      1
<CASH>                                      15,803,000
<SECURITIES>                                72,315,000
<RECEIVABLES>                              210,833,000
<ALLOWANCES>                                 8,754,000
<INVENTORY>                                338,137,000
<CURRENT-ASSETS>                           634,485,000
<PP&E>                                     855,356,000
<DEPRECIATION>                             282,269,000
<TOTAL-ASSETS>                           1,407,818,000
<CURRENT-LIABILITIES>                      212,097,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                    49,974,000
<OTHER-SE>                                 821,449,000
<TOTAL-LIABILITY-AND-EQUITY>             1,407,818,000
<SALES>                                    118,170,000
<TOTAL-REVENUES>                           454,971,000
<CGS>                                       79,161,000
<TOTAL-COSTS>                              276,865,000
<OTHER-EXPENSES>                           144,651,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           3,855,000
<INCOME-PRETAX>                             30,682,000
<INCOME-TAX>                                11,003,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                19,679,000
<EPS-BASIC>                                       0.18
<EPS-DILUTED>                                     0.17


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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