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Cover and table of contents

10-K 1 e00088-rol_10k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2014

Commission file No. 1-4422

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware51-0068479
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
2170 Piedmont Road, N.E., Atlanta, Georgia30324
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (404) 888-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of each
Title of each classExchange on which registered
Common Stock, $1 Par ValueThe New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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 Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates on June 30, 2014 was $1,896,575,939 based on the reported last sale price of common stock on June 30, 2014, which is the last business day of the registrant’s most recently completed second fiscal quarter.

Rollins, Inc. had 145,783,052 shares of Common Stock outstanding as of January 31, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2014 Annual Meeting of Stockholders of Rollins, Inc. are incorporated by reference into Part III, Items 10-14.

Rollins, Inc.
Form 10-K
For the Year Ended December 31, 2014
Table of Contents
Page
Part I
Item 1.Business6
Item 1.A.Risk Factors9
Item 1.B.Unresolved Staff Comments10
Item 2.Properties10
Item 3.Legal Proceedings10
Item 4.Mine Safety Disclosures.11
Item 4.A.Executive Officers of the Registrant.11
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.12
Item 6.Selected Financial Data.14
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.15
Item 7.A.Quantitative and Qualitative Disclosures about Market Risk.22
Item 8.Financial Statements and Supplementary Data.26
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.55
Item 9.A.Controls and Procedures.55
Item 9.B.Other Information55
Part III
Item 10.Directors, Executive Officers and Corporate Governance.55
Item 11.Executive Compensation.56
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.56
Item 13.Certain Relationships and Related Party Transactions, and Director Independence.57
Item 14.Principal Accounting Fees and Services.57
Part IV
Item 15.Exhibits, Financial Statement Schedules.58
Signatures.60
Schedule II.62
Exhibit Index.63
5

PART I

Next: Item 1. Business