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CORRESP
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filename1.htm

    commentres120109.htm

    December
2, 2009

    Via EDGAR (courtesy copy via
email)

    Ms. Tia
Jenkins

    Senior
Assistant Chief Accountant

    Office of
Beverages, Apparel and Health Care Services

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC   20549

              Re:

              Cintas
      Corporation

              Form
      10-K for fiscal year ended May 31,
2009

              Filed
      July 30, 2009

              File No.
      000-11399

    Dear Ms.
Jenkins:

    We are
responding to the Staff’s comments contained in the letter dated November 5,
2009, to the above-referenced filing.

    Form 10-K for Fiscal Year
Ended May 31, 2009

    Notes to the Consolidated
Financial Statements

    Note 2 – Restructuring and
Related Activity, page 41

      1.

              It
      appears from your disclosure on page 14 that beginning in the second
      quarter of fiscal 2009 you closed two manufacturing plants and initiated
      hiring and wage freezes.  This disclosure appears to be
      inconsistent with the disclosure provided in your Form 10-Q for the
      quarter ended November 30, 2008.  In addition, we note that you
      initiated restructuring activities in the fourth quarter to close or
      convert 16 rental processing plants, resulting in the recognition of
      restructuring charges and an impairment charge for long-lived
      assets.  Please clarify for us if there were any charges
      recorded during the second quarter as a result of the closing of two
      manufacturing facilities.  If not, please provide a detailed
      discussion of the impact of these closings on the financial statements
      during your second quarter.

    The
disclosure referred to in the Commission’s comment above from page 14 of the
Form 10-K for the fiscal year ended May 31, 2009, was as follows:

    The
suddenness and severity of the economic downturn required us to react quickly to
reduce our cost structure.  Beginning in the second quarter of fiscal
2009, we closed two manufacturing plants in Kentucky, initiated hiring and wage
freezes in many parts of the organization, eliminated
many overhead positions and reduced discretionary and capital
spending.  These initiatives resulted in a reduction to selling and
administrative expenses of approximately $60 million when comparing the last six
months of fiscal 2009 to the first six months of fiscal
2009.

          Ms. Tia
Jenkins

          December
2, 2009

          Page
2

    The Form
10-K for the fiscal year ended May 31, 2009 stated that Cintas initiated these
cost reduction actions in “the second quarter of fiscal 2009” in order to
provide the timeline for the various actions taken by management in response to
the economic downturn.  While beginning in the second quarter of
fiscal 2009, as discussed in further detail below, the initiatives did not have
a significant impact on the quarter since they were mainly started at the end of
that quarter.

    Specifically
regarding the closing of two manufacturing facilities, we made the decision to
close these plants in November, 2008.  This decision was communicated
to the facility management team on November 21, 2008.  We communicated
the plan to the manufacturing facilities’ employees on December 2,
2008.  The last day of operation for the manufacturing facilities was
January 31, 2009.

    The costs
associated with closing these manufacturing facilities included severance and
impairment of fixed assets.  During the second quarter of fiscal 2009,
Cintas had no formal or informal severance plans.  As a result, we
accounted for severance in accordance with Financial Accounting Standards Board
Statement No. 146, Accounting
for Costs Associated with Exit or Disposal Activities (FAS
146).  We accounted for the impairment of fixed assets in accordance
with Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (FAS 144).

    In
accordance with FAS 146, we did not recognize any of the severance costs in the
second quarter of fiscal 2009 because we communicated the severance plan to the
facility employees on December 2, 2008, which is in our third fiscal
quarter.  All employees were severed by the end of the third fiscal
quarter.

    In
addition, we did not record any impairment on the manufacturing facilities’
fixed assets during the second quarter of fiscal 2009.  The fixed
assets related to these facilities were one company owned plant, one leased
plant in which the lease expired during the third quarter of fiscal 2009 and
equipment.  Regarding the company owned plant, we performed a test of
recoverability (Step 2 of FAS 144) and determined that estimated future
undiscounted cash flows of the plant were less than its carrying value of
$700,000.  We then determined if an impairment loss existed (Step 3 of
FAS 144) by comparing the plant’s fair value to its carrying
value.  We determined that no impairment existed at November 30, 2008,
due to the plant’s fair value exceeding its carrying
amount.  Regarding the equipment, we recorded no equipment impairment
in the second quarter of fiscal 2009.  After determining in the third
quarter that a majority of the equipment
could be used at other Cintas manufacturing facilities, we recorded a de minimus
impairment relating to the equipment we determined
unusable.

          Ms. Tia
Jenkins

          December
2, 2009

          Page
3

    We had no
other exit costs that were incurred or accrued in the second quarter of fiscal
2009, in accordance with the requirements of FAS 146.  As a result, in
summary, the closing of these two manufacturing facilities had no impact on the
second quarter of fiscal 2009.

    We
recorded severance of $1,185,000 associated with the closing of these
manufacturing facilities in our third quarter of fiscal 2009, the recognition of
which corresponds with the communication date requirements of FAS
146.  The severance represents 0.2% of total operating expenses and
1.0% of operating income for the third quarter of fiscal 2009.  Due to
this total impact not being material to the third quarter financial statements,
we did not specifically disclose the impact in the Form 10-Q for the quarter
ended February 28, 2009.

    In
responding to the Staff’s comments, we acknowledge that:

              ·

              Cintas
      is responsible for the adequacy and accuracy of the disclosure in its
      filings;

              ·

              Staff
      comments or changes to disclosure in response to comments do not foreclose
      the Commission from taking any action with respect to the filing;
      and

              ·

              Cintas
      may not assert Staff comments as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

    If the
Staff of the Commission have any questions, please contact me by phone at
513-573-4211, by fax at 513-573-4837, or by email at
galeb@cintas.com.

                Sincerely,

                CINTAS CORPORATION

                By:

              /s/William
      C. Gale

              William
      C. Gale

              Senior
      Vice President and CFO

                cc:

                Bill
      Kearns, Securities and Exchange Commission

                Angela
      Halac, Securities and Exchange Commission

                Mark
      A. Weiss, Keating Muething & Klekamp PLL

                Scott
      D. Farmer, Cintas Corporation