SecProbe.io

CORRESP
1
filename1.htm

    commentresponse022108.htm

    [Cintas
Corporation Letterhead]

    February
21, 2008

    Via EDGAR (courtesy copy via
overnight courier)

    Mr. John
Reynolds

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC   20549

              Re:

              Cintas
      Corporation

              Form
      10-K for fiscal year ended May 31,
2007

              Filed
      July 30, 2007

              File No.
      000-11399

    Dear Mr.
Reynolds:

    We are
responding to the Staff’s comments contained in the letter dated January 23,
2008 to the above-referenced filing.

    Item
1.  Business

      1.

              We
      note that your business discussion in your Form 10-K is approximately
      1-1/2 pages in length.  Advise us why you believe the length and
      depth of your business discussion is consistent with Item 101 of
      Regulation S-K.  Please address why the information you provide
      is adequate to allow investors to know the specific businesses conducted
      by the company so that they can make informed investment
      decisions.

    We
believe that our disclosure in Item 1 of our Form 10-K filed on July 30, 2007,
for the fiscal year ended May 31, 2007, provides a clear and concise
representation of our company that facilitates investor understanding of our
business and the industries in which we operate to allow them to make informed
investment decisions.  We also believe that we have complied with the
disclosure requirements of Item 101 of Regulation S-K, and we have referenced
below the disclosure requirements of Item 101 by paragraph and our related
disclosure (or lack of disclosure in the case of items which are not applicable
or not material to us) in Item 1 of our Form 10-K.

    Paragraph
101(a) General Development of Business

    We
provide a general business description and development of our business on page 4
of our Form 10-K.  The first paragraph of this section is as
follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
2

    Cintas
Corporation (Cintas), a Washington corporation, provides highly specialized
products and services to businesses of all types throughout the United States
and Canada.  Cintas’ products and services are designed to enhance its
customers’ images and brand identification as well as provide a safe and
efficient work place.  Cintas 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.  Over the years, Cintas developed additional
products and services that complemented its core uniform business and broadened
the scope of products and services available to our customers.

    Paragraph
101(a)(1)

    We note
specifically in this first paragraph that Cintas was organized in 1968 and is
currently a Washington corporation.  Cintas has not had any
significant changes in the last five years to its organizational structure such
as bankruptcy, receivership, material reclassifications, mergers or
consolidations, changes in assets of a material amount outside of the normal
course of business or material changes in the mode of conducting business that
would warrant disclosure under this paragraph.

    Paragraph
101(a)(2)

    This
paragraph is not applicable to Cintas.

    Paragraph
101(b) Financial Information About Segments

    We have
included on page 4 of our Form 10-K the following cross reference to the segment
financial data in the financial statements as allowed in Paragraph
101(b).

    See Note
13 entitled Segment Information in “Notes to Consolidated Financial
Statements.”

    This
financial statement footnote includes revenue, gross margin, income before
income taxes and total assets by reportable operating segment for the last three
fiscal years as required in Paragraph 101 (b).

    Paragraph
101(b)(1)

    This
paragraph was not applicable for our fiscal 2007 filing of our Form 10-K since
we made no changes to our reportable operating segments.  However, we
made the decision to separate our Other Services operating segment into three
reportable operating segments effective with our fiscal 2008 Form 10-Q filed on
October 5, 2007, for the quarterly period ended August 31, 2007.  As a
result of this change, we will disclose in our Form 10-K for the fiscal year
ended May 31,
2008, the nature of this change as well as a restatement of the corresponding
information for earlier periods.

          Mr. John
Reynolds

          February
21. 2008

          Page
3

    Paragraph
101(b)(2)

    This
paragraph is not applicable to Cintas.

    Paragraph
101(c) Narrative Description of Business

    We
provide a list of the products and services provided by Cintas in paragraph two
on page 4 of our Form 10-K.  In paragraph four on page 4 of the Form
10-K, we provide a description of our operating segments and the products and
services provided by each of these operating segments.  These
paragraphs are as follows:

    The
products and services provided by Cintas are as follows:

              ·

              Uniforms
      and Apparel

              ·

              Mats,
      Mops and Towels

              ·

              Restroom
      and Hygiene Service

              ·

              First
      Aid

              ·

              Safety

              ·

              Fire
      Protection

              ·

              Branded
      Promotional Products

              ·

              Document
      Shredding and Storage

              ·

              Cleanroom
      Resources

              ·

              Flame
      Resistant Clothing

    Cintas
classifies its business into two operating segments, Rentals and Other Services,
based on the similar economic and organizational characteristics of the products
and services within each segment. The Rentals segment reflects the rental and
servicing of uniforms and other garments, mats, mops and shop
towels.  In addition to these rental items, we also provide restroom
and hygiene products and services within this segment.  The Other
Services segment consists of the direct sale of uniforms and related items,
first aid, safety and fire protection products and services, document management
services and branded promotional products.

    Paragraph
101(c)(1)(i)

    In
addition to the disclosures of our products and services noted in the preceding
paragraph, we discuss the principal markets served and the methods of
distribution of our products
and services in the last two paragraphs on page 4 of our Form
10-K.  These paragraphs are as follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
4

    The
primary markets served by both Cintas operating segments are local in nature and
highly fragmented.  Cintas competes with national, regional and local
providers, and the level of competition varies at each of Cintas’
locations.  Product, design, price, quality, service and convenience
to the customer are the competitive elements in both operating
segments.

    Within
the Rentals segment, Cintas provides its products and services to customers via
local delivery routes originating from rental processing plants and
branches.  Within the Other Services segment, Cintas provides its
products and services via its distribution network and local delivery routes or
local representatives.  In total, Cintas has approximately 7,300 local
delivery routes, 407 operations and 7 distribution centers.

    We have
also disclosed the amount of revenue contributed by our operating segments in
the table on page 4 of our Form 10-K.  This table is as
follows:

    The
following table sets forth the revenues derived from each operating segment
provided by Cintas:

              Year
      Ended May 31,

               (in
      thousands)

              2007

              2006

              2005

              Rentals

            $
            2,734,629

            $
            2,568,776

            $
            2,363,397

              Other
      Services

            972,271

            834,832

            703,886

            $
            3,706,900

            $
            3,403,608

            $
            3,067,283

    Historically,
we have broken down our revenue between rental products and services and
non-rental products and services.  As noted in the discussion above on
operating segments, though, we have separated our Other Services segment in
fiscal 2008 into three segments and will provide the revenue break down for
these products and services in the Form 10-K for the fiscal year ended May 31,
2008.

    Paragraph
101(c)(1)(ii)

    This
paragraph is not applicable to Cintas since we did not have any new products or
services that required a material amount of assets or that were otherwise
material.

    Paragraph
101(c)(1)(iii)

    We
discuss the sources and availability of material in the first paragraph on page
5 in our Form 10-K.  This paragraph is as follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
5

    Cintas
sources finished products from many outside suppliers.  In addition,
Cintas operates 11 manufacturing facilities which provide for a substantial
amount of its standard uniform needs.  Cintas purchases fabric, used
in its manufacturing process, from several suppliers.  Cintas is not
aware of any circumstances that would hinder its ability to continue obtaining
these materials.

    Paragraph
101(c)(1)(iv)

    This
paragraph is not applicable to Cintas since we have no patents, trademarks,
licenses, franchises and concessions specific to our operating segments that are
material in nature.

    Paragraph
101(c)(1)(v)

    This
paragraph is not applicable to Cintas since most of our products and services
are provided continuously throughout the year and are not subject to seasonal
fluctuations of a material nature.

    Paragraph
101(c)(1)(vi)

    This
paragraph is not applicable to Cintas since our businesses and the industries in
which we operate do not require us to maintain specific working capital items of
an unusual nature that would warrant discussion.

    Paragraph
101(c)(1)(vii)

    We
discuss our customer base in paragraph 3 on page 4 in our Form
10-K.  This paragraph is as follows:

    These
products and services are provided to approximately 800,000 businesses of all
types – from small service and manufacturing companies to major corporations
that employ thousands of people.  This diversity in customer base
results in no individual customer accounting for greater than one percent of
Cintas’ total revenues.  As a result, the loss of one account would
not have a significant financial impact on Cintas.

    Paragraph
101(c)(1)(viii)

    This
paragraph is not applicable to Cintas since we do not have a material amount of
backlog orders.

          Mr. John
Reynolds

          February
21. 2008

          Page
6

    Paragraph
101(c)(1)(ix)

    This
paragraph is not applicable to Cintas since we do not have material portions of
our business subject to renegotiation at the election of the
government.

    Paragraph
101(c)(1)(x)

    We
discuss the nature of our competition in paragraph 5 on page 4 in our Form
10-K.  This paragraph is as follows:

    The
primary markets served by both Cintas operating segments are local in nature and
highly fragmented.  Cintas competes with national, regional and local
providers, and the level of competition varies at each of Cintas’
locations.  Product, design, price, quality, service and convenience
to the customer are the competitive elements in both operating
segments.

    We have
not provided an estimated number of competitors because it is subject to
fluctuations due to relatively low barriers to entry.

    Paragraph
101(c)(1)(xi)

    This
paragraph is not applicable to Cintas since we have not spent material amounts
on research and development activities.

    Paragraph
101(c)(1)(xii)

    Cintas is
subject to various environmental laws and regulations.  As a result,
we have discussed the nature of the compliance efforts and the operating costs
and capital spending of these compliance efforts in paragraph 2 on page 5 in our
10-K.  This paragraph is as follows:

    Cintas is
subject to various environmental laws and regulations, as are other companies in
the uniform rental industry.  While environmental compliance is not a
material component of our costs, Cintas must incur capital expenditures and
associated operating costs, primarily for water treatment and waste removal, on
a regular basis.  Environmental spending related to water treatment
and waste removal was approximately $16 million in fiscal 2007 and fiscal
2006.  Capital expenditures to limit or monitor hazardous substances
were approximately $2 million in fiscal 2007 and fiscal 2006.  These
expenditures were primarily related to the purchase of water treatment systems,
which are depreciated over a useful life of 10 years.  Cintas does not
expect a material change in the cost of environmental compliance on a percent to
revenue basis and is not aware of any material non-compliance with environmental
laws.

          Mr. John
Reynolds

          February
21. 2008

          Page
7

    Paragraph
101(c)(1)(xiii)

    We
discussed the number of employees in the first sentence of paragraph 3 on page 5
in our Form 10-K.  This sentence is as follows:

    At May
31, 2007, Cintas employed approximately 34,000 employees of which approximately
400 were represented by labor unions.

    Paragraph
101(d) Financial Information About Geographic Areas

    We have
not disclosed revenues, long-lived assets or other balance sheet amounts
attributable to foreign countries because these amounts are not
material.

    Paragraph
101 (e) Available Information

    We are a
large accelerated filer as defined in Rule 12b-2 of the Exchange
Act.  As a result, we disclose the information required in paragraphs
101(e)(1) through 101(e)(4) in paragraph 4 on page 5 in our Form
10-K.  This paragraph is as follows:

    Cintas
files annual and quarterly reports and proxy materials with the Securities and
Exchange Commission (SEC).  The public may copy these materials at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington,
D.C.  20549 and may obtain further information concerning the
operation of the Public Reference Room by calling the SEC at (800)
SEC-0330.  The SEC maintains an Internet site that contains the same
information regarding Cintas that is filed electronically with the
SEC.  The address of that site is:
http://www.sec.gov.  Cintas’ Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and current reports on Form 8-K and amendments to those
reports are available free of charge as posted on its website, www.cintas.com,
as soon as reasonably practicable after electronically filing with the
SEC.  Cintas is not including the other information contained on its
website as part of or incorporating it by reference into this Annual Report on
Form 10-K.

    Paragraph
101(f) Reports to Security Holders

    This
paragraph is not applicable to Cintas.

    Paragraph
101(g) Enforceability of Civil Liabilities Against Foreign Persons

    This
paragraph is not applicable to Cintas.

          Mr. John
Reynolds

          February
21. 2008

          Page
8

    Item
11.  Executive Compensation

    Compensation Discussion and
Analysis

      2.

              You
      have not provided a quantitative discussion of all of the terms of the
      necessary targets to be achieved for your named executive officers to earn
      their cash incentive bonuses and long-term equity
      incentives.  For example, we note that growth in earnings per