Rollins (ROL) 10-K risk factor changes: FY2021 vs FY2020

[removed: Presentation][added: Presentation]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons of [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: The Company][added: The Company]

Rollins, Inc. [removed: (the “Company”)] [added: (“Rollins,” “we,” “us,” “our,” or the “Company”),] is an international [removed: service] [added: services] company [removed: with headquarters located] [added: headquartered] in Atlanta, [removed: Georgia, providing] [added: Georgia that provides] pest and termite control services [removed: through its wholly-owned subsidiaries] to both residential and commercial customers [added: through its wholly-owned subsidiaries and independent franchises] in the United States, Canada, Australia, Europe, and Asia with international franchises in Canada, Central and South America, the Caribbean, [added: Europe,] the Middle East, Asia, [removed: Europe,] Africa, and Australia.

[removed: Services] [added: Our pest and termite control services] are performed [removed: through a contract] [added: pursuant to terms of contracts] that [removed: specifies the treatment and] [added: specify] the pricing arrangement with the customer.

The [removed: Company’s] [added: Company operates as one reportable segment and the] results of operations and its financial condition are not reliant upon any single [removed: customer or a few customers or the Company’s foreign operations.][added: customer.]

[removed: RESULTS OF OPERATIONS][added: Results of Operations—2021 Versus 2020]

| [removed: Years ended December 31, | | 2020 | | | | 2019 | | | | 2018] [added: ​] | | [added: Years ended December 31,] | | [removed: 2020] | | | [added: ​] | [removed: 2019] [added: Variance] | | |

[removed: General] [added: General] Operating [removed: Comments][added: Comments]

[removed: 2020] [added: 2021] marked the Company’s [removed: 23rd] [added: 24th] consecutive year of increased revenues.

Revenues for the year rose [removed: 7.2] [added: 12.2%] percent to [removed: $2.161] [added: $2.4] billion compared to [removed: $2.015] [added: $2.2] billion for the prior year.

Income before income taxes increased [removed: 35.8%] [added: 33.9%] to [removed: $354.7] [added: $474.8] million compared to [removed: $261.2] [added: $354.7] million the prior year.

Net income increased [removed: 28.3%] [added: 34.5%] to [removed: $260.8] [added: $350.7] million, with earnings per diluted share of [removed: $0.53] [added: $0.71] compared to [removed: $203.3] [added: $260.8] million, or [removed: $0.41] [added: $0.53] per diluted share for the prior year.

[removed: _Revenues_][added: | REVENUES | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

Revenues for the year ended December 31, [removed: 2020] [added: 2021] were [removed: $2.161] [added: $2.4] billion, an increase of [removed: $145.7] [added: $263.1] million, or [removed: 7.2%,] [added: 12.2%,] from [removed: 2019] [added: 2020] revenues of [removed: $2.015] [added: $2.2] billion.

The Company’s revenue mix for the year ended December 31, [removed: 2020] [added: 2021] consisted primarily of [removed: 45%] [added: 46%] residential pest control, [removed: 36%] [added: 34%] commercial pest control and [removed: 19%] [added: 20%] termite and ancillary revenues (such as moisture control, insulation, deck and gutter work).

The Company’s foreign operations accounted for approximately [removed: 7% and] 8% [added: and 7%] of total revenues for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[removed: _Cost] [added: Cost] of Services [removed: Provided_][added: Provided]

For the twelve months ended December 31, [removed: 2020,] [added: 2021,] cost of services provided increased [removed: $55.0] [added: $114.0] million, or [removed: 5.5%,] [added: 10.9%,] compared to the twelve months ended December 31, [removed: 2019.][added: 2020.]

[removed: _Depreciation] [added: Depreciation] and [removed: Amortization_][added: Amortization]

For the twelve months ended December 31, [removed: 2020,] [added: 2021,] depreciation and amortization increased [removed: $7.2] [added: $5.9] million, or [removed: 8.9%,] [added: 6.7%,] compared to the twelve months ended December 31, [removed: 2019.][added: 2020.]

[removed: _Sales,] [added: Sales,] General and [removed: Administrative_][added: Administrative]

For the twelve months ended December 31, [removed: 2020,] [added: 2021,] sales, general and administrative (SG&A) expenses increased [removed: $32.8] [added: $71.3] million, or [removed: 5.3%,] [added: 10.9%,] compared to the twelve months ended December 31, [removed: 2019.][added: 2020.]

[removed: _Interest] [added: Interest] Expense, [removed: Net_][added: Net]

Interest expense, net for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] was [removed: $5.1] [added: $0.8] million and [removed: $6.9] [added: $5.1] million [removed: respectively, driven largely by borrowings to fund acquisitions, among other things.][added: respectively.]

[removed: _Taxes_][added: Income Taxes]

[removed: Liquidity] [added: Liquidity] and Capital [removed: Resources][added: Resources]

[removed: _Cash] [added: Cash] and Cash [removed: Flow_][added: Flow]

The most significant source of cash in [removed: Rollins’] [added: our] cash flow from operations is customer-related activities, the largest of which is collecting cash resulting from services sold.

The Company’s cash and cash equivalents at December 31, [removed: 2020, 2019,] [added: 2021,] and [removed: 2018] [added: 2020] were [removed: $98.5 million, $94.3 million,] [added: $105.3 million] and [removed: $115.5] [added: $98.5] million, respectively.

| Net cash provided by operating activities | [removed: | $] [added: ​] | [removed: 435,785] [added: $] | [added: 401,805] | [added: ​] | $ | [removed: 319,573 |] [added: 435,785] | [added: ​] | [removed: $] [added: (33,980)] | [removed: 299,401] [added: ​] | [added: (7.8)] |

| Net cash used in investing activities | [removed: | | (162,395] [added: ​] | [removed: )] | [added: (98,965)] | [added: ​] | [removed: (455,107] | [removed: )] [added: (162,395)] | [added: ​] | [added: 63,430] | [removed: (101,375] [added: ​] | [removed: )] [added: (39.1)] |

| Net cash [removed: (used in)/provided by] [added: used in] financing activities | [removed: | | (281,273] [added: ​] | [removed: )] | [added: (290,159)] | [added: ​] | [removed: 111,686] | [added: (281,273)] | [added: ​] | [added: (8,886)] | [removed: (175,412] [added: ​] | [removed: )] [added: 3.2] |

| Effect of exchange rate on cash | [removed: | | 12,084] [added: ​] | | [added: (5,857)] | [added: ​] | [removed: 2,639] | [added: 12,084] | [added: ​] | [added: (17,941)] | [removed: (14,179] [added: ​] | [removed: )] [added: NM] |

| Net [removed: increase/(decrease)] [added: increase] in cash and cash equivalents | [removed: | $] [added: ​] | [removed: 4,201] [added: $] | [added: 6,824] | [added: ​] | $ | [removed: (21,209 | )] [added: 4,201] | [added: ​] | [removed: $] [added: ​] | [removed: 8,435] [added: ​] | [added: ​] |

[removed: _Cash] [added: Cash] Provided by Operating [removed: Activities_][added: Activities]

The Company’s operations generated cash of [removed: $435.8] [added: $401.8] million for the year ended December 31, [removed: 2020] [added: 2021] primarily from net income of [removed: $260.8] [added: $350.7] million, compared with cash provided by operating activities of [removed: $319.6 million in 2019 and $299.4] [added: $435.8] million in [removed: 2018.][added: 2020.]

The Company believes its current cash and cash equivalents balances, future cash flows expected to be generated from operating activities, [added: and] available borrowings under its [removed: $175.0] [added: $175] million revolving credit facility and [removed: $250.0] [added: $250] million term loan [removed: facility] [added: facility, (which was amended in January 2022 to $300 million)] will be sufficient to finance its current operations and obligations, and fund expansion of the business for the foreseeable future.

[removed: _Cash] [added: Cash] Used in Investing [removed: Activities_][added: Activities]

The Company used [removed: $162.4] [added: $99.0] million in investing activities for the year ended December 31, [removed: 2020, compared to $455.1 million] [added: 2021] and [removed: $101.4] [added: used $162.4] million [removed: during 2019 and 2018, respectively.][added: for the year ended December 31, 2020.]

The Company has continued to increase dividends to investors with $0.42 per diluted share paid in 2021 as compared to $0.33 per diluted share for the prior year, resulting in a 27% increase in dividends per share.

In 2020, the dividend was reduced due to the uncertainty surrounding the effects of the COVID-19 pandemic (“COVID-19”) to our business.

Cybersecurity Incident

In October 2021, a third-party information technology Managed Service Provider (“MSP”) of the Company was the target of a cybersecurity incident (the “Incident”) resulting in the shutdown of the Company’s third-party Customer Relationship Management software used by certain of our subsidiaries whose aggregate annual revenues comprise less than 11% of our total revenues.

Upon notice of the Incident from the MSP, the Company immediately initiated its incident response protocols.

There was no known material day-to-day impact to our ability to provide normal service to customers and there was no known indication that the information of our customers or employees was compromised as a result of the Incident.

The Incident did not have a material adverse effect on our business, results of operation or financial condition; however, we may continue to be the target of further cybersecurity incidents that could possibly have a material adverse effect on our business, reputation, results of operation or financial condition.

More information about our cybersecurity risks is discussed under Item 1A., “Risk Factors,” of Part I of this Annual Report on Form 10-K.

COVID-19

The global spread and unprecedented impact of the COVID-19 pandemic (“COVID-19”) continues to create significant volatility, uncertainty and economic disruption around the world.

In 2020, the pest control industry was designated as “essential” by the Department of Homeland Security.

The Company has been able to remain operational in every part of the world in which it operates.

With the availability of vaccinations, many COVID-19 restrictions have been lifted; however, public hesitancy regarding the vaccinations and the continued spread of COVID-19, may result in additional restrictions and mandates being imposed.

The situation related to COVID-19 continues to be complex and dynamic.

We cannot reasonably estimate the duration of the pandemic or fully ascertain its impact to

our future results.

We will continue to actively monitor the rapidly evolving situation related to COVID-19 and may take actions that may alter our operations, including those that may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers and communities.

We do not know when, or if, it will become practical to relax or eliminate some or all of these measures entirely as there is no guarantee that COVID-19 will be fully contained.

The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements.

The Company considered the impact of COVID-19 on the assumptions and estimates used in preparing the consolidated financial statements.

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the year have been made.

These adjustments are of a normal recurring nature but complicated by the uncertainty surrounding the global economic impact of COVID-19.

The results of operations for the year ended December 31, 2021 are not necessarily indicative of results for future years.

The severity, magnitude and duration, as well as the economic consequences of COVID-19, are uncertain, rapidly changing and difficult to predict.

Therefore, our accounting estimates and assumptions may change over time in response to COVID-19 and may change materially in future periods.

​

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| ​ | ​ | Years ended December 31, | | | | | ​ | Variance | | | ​ | As a % of Revenue | | |

| (in thousands) | | 2021 | | | 2020 | | | $ | ​ | % | ​ | 2021 | | 2020 |

| Customer services | ​ | $ | 2,424,300 | ​ | $ | 2,161,220 | | 263,080 | ​ | 12.2 | ​ | 100.0 | | 100.0 |

| COSTS AND EXPENSES | ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Cost of services provided (exclusive of depreciation and amortization below) | ​ | | 1,162,617 | ​ | | 1,048,592 | | 114,025 | ​ | 10.9 | ​ | 48.0 | | 48.5 |

| Sales, general and administrative | ​ | | 727,489 | ​ | | 656,207 | | 71,282 | ​ | 10.9 | ​ | 30.0 | | 30.4 |

| Depreciation and amortization | ​ | | 94,205 | ​ | | 88,329 | | 5,876 | ​ | 6.7 | ​ | 3.9 | | 4.1 |

| Total operating expenses | ​ | | 1,984,311 | ​ | | 1,793,128 | | 191,183 | ​ | 10.7 | ​ | 81.9 | | 83.0 |

| OPERATING INCOME | ​ | | 439,989 | ​ | | 368,092 | | 71,897 | ​ | 19.5 | ​ | 18.1 | | 17.0 |

| Interest expense, net | ​ | ​ | 830 | ​ | | 5,082 | ​ | (4,252) | ​ | NM | ​ | 0.0 | | 0.2 |

| Other (income) expense, net | ​ | ​ | (35,679) | ​ | ​ | 8,290 | ​ | (43,969) | ​ | NM | ​ | 1.5 | | 0.4 |

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The Company has one reportable segment, its pest and termite control business.

Overview

| | | (in thousands) | | | | | | | | | | | | % Better/(worse) compared to prior year | | | | | | |

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| Revenues | | $ | 2,161,220 | | | $ | 2,015,477 | | | $ | 1,821,565 | | | | 7.2 | | | | 10.6 | |

| Cost of services provided | | | 1,048,592 | | | | 993,593 | | | | 894,437 | | | | (5.5 | ) | | | (11.1 | ) |

| Depreciation and amortization | | | 88,329 | | | | 81,111 | | | | 66,792 | | | | (8.9 | ) | | | (21.4 | ) |

| Sales, general and administrative | | | 656,207 | | | | 623,379 | | | | 550,698 | | | | (5.3 | ) | | | (13.2 | ) |

| Accelerated stock vesting expense | | | 6,691 | | | | — | | | | — | | | | | | | | | |

| Pension settlement loss | | | — | | | | 49,898 | | | | — | | | | N/M | | | | N/M | |

| Loss/(gain) on sales of assets, net | | | 1,599 | | | | (581 | ) | | | (875 | ) | | | (375.2 | ) | | | (33.6 | ) |

| Interest expense/(income), net | | | 5,082 | | | | 6,917 | | | | (220 | ) | | | 26.5 | | | | N/M | |

| Income before income taxes | | | 354,720 | | | | 261,160 | | | | 310,733 | | | | 35.8 | | | | (16.0 | ) |

| Provision for income taxes | | | 93,896 | | | | 57,813 | | | | 79,070 | | | | (62.4 | ) | | | 26.9 | |

| Net income | | $ | 260,824 | | | $ | 203,347 | | | $ | 231,663 | | | | 28.3 | | | | (12.2 | ) |

The drop in net income from 2018 to 2019 was primarily attributed to the pension settlement loss recorded in 2019.

COVID-19 Pandemic Impact

As the pandemic challenges grew early in 2020, the Company made numerous operational adjustments to address the economic, health and safety challenges from the COVID-19 pandemic.

These included new COVID-related procedures, modified customer service and related protocols, daily health screenings before entering shared offices, and a transition to remote work locations to reduce concentrations of personnel in offices where appropriate.

Cost containment efforts included furloughs, layoffs, elimination of non-essential travel, postponing capital expenditures, and temporary salary reductions for upper management, among other actions.

Customer retention during the pandemic is less predictable, and of greater immediate concern compared with our normal operations, however, our residential pest and termite control business has remained reasonably consistent with some growth over prior years.

With many sheltering or working from home, we have experienced higher than normal demand for our residential services.

Our commercial pest control business has been more adversely impacted, as it crosses multiple industries such as healthcare, food processing, logistics, grocery, retail and hospitality.

Each of these industries is being impacted differently by the pandemic.

Many of our commercial customers continue to operate as “essential” businesses; however, unfortunately there are a notable number of others that have closed, at least temporarily.

We expect this impact will persist through much of 2021 until the majority of the population has been vaccinated against the virus.

The Company’s residential and termite revenues grew 13.4% and 9.6%, respectively, in 2020 compared to 2019 while our commercial pest control revenues fell by 0.5%.

| 18 |

While we have a substantial amount of intangible assets on our balance sheet, based on our revenue growth this year, we do not anticipate any significant long-term loss in revenues or cash flows that would approach a level for impairment of intangible assets.

All of our critical supply-chain vendors have remained operational, and we have engaged additional new sources to supplement our existing suppliers, especially for critical PPE and other COVID-19 related items.

Fleet suppliers and support vendors continue to serve our needs.

Results of Operations—2020 Versus 2019

_Overview_

The Company’s revenues increased to $2.161 billion in 2020, a 7.2% increase compared to 2019.

Gross margin increased to 51.5% for 2020 from 50.7% in 2019.

Sales, general and administrative expense were 30.4% of revenues in 2020 compared to 30.9% in 2019.

The Company’s depreciation and amortization expense as a percent of revenue increased 2.5% to 4.1% in 2020 compared to 4.0% in 2019.

[removed: Market Risk][added: Market Risk]

The Company is subject to interest rate risk exposure through borrowings on its $175.0 million revolving credit facility and [removed: $250.0] [added: amended $300.0] million term loan [removed: facility.][added: facility that was amended effective January 27, 2022.]

As of December 31, [removed: 2020,] [added: 2021,] the revolving commitment had outstanding borrowings of [removed: $67.0] [added: $107.0] million and the term loan had outstanding borrowings of [removed: $136.0] [added: $48.0] million.

Additionally, the Company maintained [removed: $35.1] [added: $37.2] million in Letters of Credit.

See Note 4 to the accompanying financial statements for further details regarding debt.

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| 25 |

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The business of [removed: the] [added: our] Company is [added: also] affected by [removed: the seasonal nature of the Company’s] [added: seasonality associated with our] pest and termite control services.

The increase in pest presence and activity, as well as the metamorphosis of termites in the spring and summer (the occurrence of which is determined by the timing of the change in seasons), has historically resulted in an increase in the revenue [added: and income] of [removed: the Company’s] [added: our] pest and termite control operations during such [removed: periods as evidenced by the following chart.][added: periods.]

[removed: The] [added: We believe that the] principal [removed: methods of competition] [added: competitive factors] in the [removed: Company’s pest and termite control markets] [added: market areas that we serve] are quality of service, customer proximity, [removed: guarantee terms,] [added: terms of guarantees,] reputation for safety, technical [removed: proficiency,] [added: proficiency] and price.

[removed: Any such franchise dispute] [added: These strains in our relationships or any resulting claims] could have a material adverse effect on our [added: reputation,] financial [removed: position,] [added: condition,] results of operations and cash flows.

Risks Related to [removed: our Brand and] Certain Intellectual Property Rights

Our strong brands, Rollins, Orkin, HomeTeam, Clark Pest Control, Western, [removed: Northwest, IFC, Crane Pest Control, Waltham,] [added: Northwest Exterminating,] Trutech, [removed: PermaTreat,] Critter Control, [removed: Safeguard Pest Control, Aardwolf Pestkare, OPC,] [added: IFC, Waltham,] and [removed: other strong brands] [added: others] have significantly contributed to the success of our business.

Further, if our brands are significantly damaged, our business, [removed: operating results,] [added: results of operations,] and financial condition [removed: may] [added: could] be materially [removed: and] adversely affected.

We continue to develop strategies and innovative tools to gain a deeper understanding of customer [removed: acquisition, retention] [added: acquisition] and [removed: client replacement] [added: retention] in order to more effectively expand and retain our customer base.

If we are unable to protect our proprietary information and brand names, we could suffer a material adverse [removed: impact on] [added: effect to] our reputation, business, financial [removed: position,] [added: condition,] results of operations and cash flows.

Each [added: of our brands that are] franchised [removed: brand] also provides training and support to franchisees.

However, franchisees, subcontractors, and vendors are independent third parties that we do not control, and who own, operate and oversee the daily operations of their [removed: businesses.][added: businesses, and the ultimate success of any business operation rests with the business owner.]

If franchisees do not successfully operate their businesses in a manner consistent with required standards, royalty payments [added: owed] to us will be adversely affected and our brands’ image and reputation could be harmed.

This could materially adversely impact our business, financial [removed: position,] [added: condition,] results of operations and cash flows.

Similarly, if [added: franchisees,] subcontractors, [removed: vendors] and [removed: franchisees] [added: vendors] do not successfully operate their businesses in a manner consistent with required laws, standards and regulations, we could be subject to claims from regulators or legal claims for the actions or omissions of such third-party [removed: distributors,] [added: franchisees,] subcontractors, [removed: vendors] and [removed: franchisees.][added: vendors.]

These [removed: strains in our relationships] [added: claims, proceedings] or [removed: claims] [added: litigation, either alone or in the aggregate,] could have a material adverse [removed: impact] [added: effect] on our [removed: reputation,] business, financial [removed: position,] [added: condition,] results of [removed: operations] [added: operations,] and cash flows.

[removed: Our] [added: If franchisees or groups representing franchisees were to bring legal proceedings against us, our] reputation, business, financial [removed: position,] [added: condition,] results of operations and cash flows could be materially adversely [removed: impacted, and the price of our common stock could decline.][added: affected.]

[removed: Risks] [added: Risks] Related to the Global Economy and Public Health [removed: Crises][added: Crises]

If consumers restrict their discretionary expenditures, [added: due to inflation or other economic hardships,] we may suffer a decline in revenues from our residential service lines.

Economic downturns [removed: can also] [added: may] adversely affect our commercial customers, including food service, hospitality and food processing industries whose business levels are particularly sensitive to adverse economies.

_Our business, results of operations and financial condition [removed: is] [added: are] impacted by the coronavirus (COVID-19) pandemic and the restrictions put in place in connection therewith._

We have [added: responded] and continue to respond to the global outbreak of COVID-19 by taking steps to mitigate the potential risks posed to us by its spread and the impact of the restrictions put in place by the local, state and federal governments to protect the population.

We continue to execute our [removed: business continuity plan and have implemented a] comprehensive set of [removed: new] protocols for the health and safety of our employees, customers, and business partners, such as wearing masks, gloves, and other personal protective equipment, social [removed: distancing,] [added: distancing and] utilizing electronic [removed: documents and sanitizing high touch surfaces,] [added: documents,] among others.

[removed: In addition,] [added: However, due to] the unprecedented uncertainty surrounding [added: the duration of] COVID-19, [removed: due to] [added: COVID-19 variants,] rapidly changing governmental directives, public health challenges and progress, macroeconomic consequences, and market reactions thereto, [removed: also makes] [added: we are not able at this time to predict the extent to which the COVID-19 pandemic may have a material adverse effect on our results of operations or financial condition, and] it [removed: more] [added: continues to be] challenging for our management to estimate the future performance of our business and develop strategies to generate growth or achieve our objectives for [removed: 2021] [added: 2022] and beyond.

[removed: _Our inability] [added: _Labor shortages and/or our ability] to attract and retain skilled workers may impair growth potential and profitability._

Our ability to remain productive and profitable will depend substantially on our ability to attract and retain [removed: sales and service operations professional] [added: skilled] workers, [removed: develop] [added: create] leadership [added: opportunities] and [added: successfully] implement diversity, equity and inclusion initiatives.

A significant increase in the wages paid and benefits offered by competing employers could [added: also] result in a reduction in our labor force, increases in our labor costs, or both.

[removed: Risks] [added: Risks] Related to our Business, [added: Brand,] Industry and [removed: Operations][added: Operations]

[removed: _We] [added: We] face risks regarding our ability to maintain our competitive position in the pest control industry in the [removed: future._][added: future.]

Although we believe that our experience and reputation for safety and quality service are excellent, we cannot assure investors that we will be able to maintain our competitive [removed: position.][added: position in the future and any competitive pressures we may face could have a material adverse effect on our reputation, financial condition, results of operations and cash flows.]

We cannot assure investors that we will be able to identify and acquire acceptable acquisition candidates on terms favorable to us in the [removed: future.][added: future, or that any acquisitions will achieve the anticipated financial benefits.]

Our ability to successfully operate in international markets may be adversely affected by political, economic and social conditions beyond our control, local laws and customs, and legal and regulatory constraints, including compliance with applicable anti-corruption and currency laws and [removed: regulations,] [added: regulations] of the countries or regions in which we currently operate or intend to operate in the future.

Additionally, foreign currency exchange rates and fluctuations [removed: may] [added: could] have an adverse effect on [removed: the financial results of] our [removed: international operations.][added: financial results.]

[removed: _The Company and] [added: The Company,] its wholly-owned [removed: subsidiaries] [added: subsidiaries, third-party business partners and service providers have been subject to cybersecurity incidents in the past and] could [removed: suffer] [added: be the targets of future attacks which could result in the] disruption to [added: the Company’s] business [removed: operations and face] [added: operations,] economic and reputational damage, [removed: as well as be subject to] [added: and possible] fines, penalties and private litigation, if there is unauthorized access to or unintentional distribution of personal, financial, proprietary, confidential, or other protected data or information the Company is entrusted to keep about its customers, employees, business practices, or third [removed: parties._][added: parties.]

[removed: We also] [added: In addition, we] grant third-party business partners and service providers access to [removed: such] [added: confidential] information in order to facilitate business operations and administer [added: employee] benefits.

[removed: Vulnerabilities from growth, acquisitions, and] [added: From time to time, we have] integration with new [added: IT] systems [removed: also exist.][added: due to organic growth and acquisitions.]

The Company also relies on, among other things, commercially available vendors, [removed: cyber] [added: cybersecurity] protection systems, software, tools and monitoring to provide security for processing, transmission and storage of protected information and data.

We have also implemented policies and procedures, internal training, system controls, and [removed: constant] monitoring and audit processes to protect the Company from internal and external vulnerabilities and to comply with consumer privacy laws in the areas in which we operate.

Any compromises, breaches, application errors or human mistakes related to our systems or failures to comply with applicable standards could not only disrupt our financial operations, including our customers’ ability to pay for our services and products by credit card or their willingness to purchase our services and products, but could also result in violations of applicable laws, regulations, orders, industry standards or agreements and subject us to costs, penalties and liabilities which could have a material adverse impact on our reputation, business, financial [removed: position,] [added: condition,] results of operations and cash flows.

[removed: Furthermore, a] [added: A] breach of data security or failure to comply with rigorous multi-jurisdictional consumer privacy requirements could expose us to customer litigation, regulatory actions and costs related to the reporting and handling of such a violation or breach.

In the normal course of business, we are involved in various claims, [removed: arbitrations,] contractual disputes, [removed: investigations] [added: investigations, arbitrations] and litigation, including claims that our [added: acts, omissions,] services or vehicles caused damage or injury, claims that our services did not achieve the desired results, claims related to acquisitions, allegations by federal, state or local authorities, including the SEC, of violations of regulations or statutes, claims related to wage and hour law violations and claims related to environmental matters.

An investment in our common stock involves certain risks.

Before making an investment decision, you should carefully consider the following risks and all of the other information included in this Annual Report on Form 10-K.

Our business, financial condition or results of operations could be materially adversely affected by any of these risks.

The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report on Form 10-K.

We may not be able to identify, complete or successfully integrate acquisitions or guarantee that any acquisitions will achieve the anticipated financial benefits, all of which could have a negative impact on our financial condition and results of operations.

Our inability to achieve the anticipated financial benefits from any acquisition transactions may not be realized due to any number of factors, including, but not limited to, unsuccessful integration efforts, unexpected or underestimated liabilities or increased costs, fees, expenses and charges related to such transactions.

Such adverse events could result in a decrease in the estimated fair value of goodwill or other intangible assets established as a result of such transactions, triggering an impairment.

COVID-19 has exacerbated labor shortages and the enforcement of COVID-19 mandates may result in additional labor shortages which could negatively affect our ability to efficiently operate at full capacity or lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees.

Prolonged labor shortages, increased turnover or labor inflation could diminish our profitability and impair our growth potential which could have a material adverse effect on our reputation, business, financial condition, results of operations or cash flows.

_Climate change and unfavorable weather conditions could adversely impact our financial results._

Our operations are directly impacted by the weather conditions worldwide, including catastrophic events, natural disasters and potential impacts from climate change.

Climate change continues to receive increasing global attention.

The possible effects of climate change could include changes in rainfall patterns, water shortages, changing storm patterns and intensities, changing temperature levels and changes in legislation, regulation, and international accords, all of which could adversely impact our costs and business operations.

Because of the uncertainty of weather volatility related to climate change and any

resulting unfavorable weather conditions, we cannot predict its potential impact on our business, financial condition, results of operations and cash flows.

In September 2021, the federal government issued an executive order requiring United States based employees, contractors, and subcontractors that work on or in support of United States government contracts, to be fully vaccinated by January 4, 2022, and it only permits limited exceptions for medical and religious reasons (the “COVID-19 Executive Order”).

On December 7, 2021, the United States District Court for the Southern District of Georgia issued a preliminary nationwide injunction enjoining the enforcement of the COVID-19 Executive Order.

The government appealed the order to the United States Court of Appeals for the Eleventh Circuit and briefing is due to the Eleventh Circuit by April 4, 2022.

As a result of the COVID-19 Executive Order, we may be forced to terminate relationships with various United States government agencies we provide services to.

Furthermore, certain customers have issued vaccine requirements with respect to our technicians who provide on-site services at our commercial customer’s facilities.

The COVID-19 Executive Order along with any customer-specific mandates or rules could result in labor shortages as well as difficulty securing future labor needs, which could impact our ability to provide services to our customers, potentially resulting in material adverse impacts to our reputation, results of operations, financial condition and cash flows.

_Adverse economic conditions, including inflation and restrictions in customer discretionary expenditures, disruptions in credit or financial markets, increases in fuel prices, raw material costs, or other operating costs could materially adversely affect our business._

Disruptions in credit or financial markets could make it more difficult for us to obtain, or increase the cost of obtaining, financing in the future.

In addition, there can be no assurances that fuel prices, raw material costs, or other operating costs, all of which may be subject to inflationary pressures, will not materially increase in future years and we cannot predict the extent to which any such future increases could materially adversely affect our financial condition, results of operations and cash flows.

For example, in October 2021, one of our third-party information technology Managed Service Providers (“MSP”) was the target of a cybersecurity incident (the “Incident”) resulting in the shutdown of our third-party Customer Relationship Management software used by certain subsidiaries whose aggregate annual revenues comprise less than 11% of our total revenues.

There was no known material day-to-day impact to our ability to provide normal service to customers and there was no known indication that the information of our customers or employees was compromised as a result of the Incident.

The Incident did not have a material adverse effect on our business, reputation, results of operation or financial condition; however, we may continue to be the target of further cybersecurity incidents that could possibly have a material adverse effect on our business, reputation, results of operation or financial condition.

We are also subject to risks associated with attacks involving our supply chain, such as the vulnerabilities of IT infrastructure management software provided by SolarWinds Corporation.

During 2021, we have observed an increase in ransomware attacks in our supply chain.

In December 2021, a vulnerability named “Log4Shell” was reported for the widely used Java logging library, ApacheLog4j2.

We have reviewed the use of this library within our software product portfolio and in our IT environment and have taken steps to mitigate the vulnerability; however, there can be no assurances that other similar vulnerabilities or cybersecurity incidents may not occur in the future or may not have a material adverse effect on our business, reputation, results of operation or financial condition.

Furthermore, while we maintain cybersecurity insurance, our insurance may not cover all

liabilities incurred due to a security breach or incident and this could have a material adverse effect on our reputation, financial condition, results of operations and cash flows.

As we previously disclosed, the SEC is conducting an investigation (the “SEC Investigation”).

The Company is in ongoing discussions with the SEC staff regarding a potential resolution of the SEC Investigation.

In light of the foregoing, in accordance with the accounting guidance in ASC 450, “Contingencies,” the Company recorded an accrual for $8.0 million related to the SEC Investigation in the third and fourth quarters of 2021, which is reflected in other current liabilities in our consolidated statements of financial position.

The ultimate amount of any liability related to the potential resolution of the SEC Investigation could be different from the $8.0 million accrued as of December 31, 2021.

The Company will continue to cooperate with the SEC in working towards a final resolution of the SEC Investigation.

| --- | --- | --- |

General

Rollins, Inc. (the “Company”) is an international service company with headquarters located in Atlanta, Georgia, providing pest and termite control services through its wholly-owned subsidiaries and independent franchises to both residential and commercial customers in the United States, Canada, Australia, Europe, and Asia with international franchises in Canada, Central and South America, the Caribbean, Europe, the Middle East, Asia, Africa, and Australia.

Our pest and termite control services are performed through a contract that specifies the pricing arrangement with the customer.

For a listing of the Company’s Subsidiaries, see Note 1 - Summary of Significant Accounting Policies in the Notes to the Financial Statements (Part II, Item 8, of this Form 10-K).

The Company has one reportable segment, its pest and termite control business.

Revenue, operating profit and identifiable assets for this segment, which includes the United States, Canada, Central and South America, the Caribbean, Europe, the Middle East, Asia, Africa, and Australia are included in Item 8 of this document, “Financial Statements and Supplementary Data” beginning on page 26.

The Company’s results of operations and its financial condition are not reliant upon any single customer or a few customers or the Company’s foreign operations.

Three-for-Two Stock Split

All share and per share data presented have been adjusted to account for the three-for-two stock split effective December 10, 2020.

Common Stock Repurchase Program

At the July 24, 2012 Quarterly Board of Directors’ meeting, the Board authorized the purchase of 16.9 million shares of the Company’s common stock.

During the years ended December 31, 2020 and 2019, the Company did not repurchase shares on the open market.

In total, there are 11.4 million additional shares authorized to be repurchased under prior Board approval.

The repurchase program does not have an expiration date.

Franchising Programs

Orkin Franchises

The Company, through its wholly-owned subsidiary Orkin Systems, LLC (“Orkin Systems”), began its domestic Orkin franchise program in the U.S. in 1994, and established its first international franchise in 2000.

It has since expanded to Central and South America, the Caribbean, Europe, the Middle East, Asia, and Africa.

The Company continues to expand its growth through the franchise program of its Orkin brand.

This program is primarily used in smaller markets where it is currently not economically efficient to establish and operate a company-owned Orkin branch.

Domestic Orkin franchises are subject to a contractual buyback provision at Orkin System’s option with a pre-determined purchase price using a formula applied to revenues of the franchise.

International Orkin franchise agreements also contain an optional buyback provision, but it is subject to the franchisee’s renewal option.

| | | At December 31, | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Orkin franchises | | 2020 | | | | 2019 | | | | 2018 | | |

| Domestic franchises | | | 49 | | | | 50 | | | | 47 | |

| International franchises | | | 94 | | | | 97 | | | | 86 | |

| Total Orkin franchises | | | 143 | | | | 147 | | | | 133 | |

| 3 |

| --- |

Critter Control Franchises

The Company expands its animal control growth through the franchise program of its wholly-owned subsidiary, Critter Control, Inc. (“Critter Control”).

The Company has purchased several Critter Control locations from its franchise owners while renaming and converting several previous Trutech, LLC locations to Critter Control locations.

The majority of Critter Control’s locations are franchised.

Critter Control franchises are subject to a contractual buyback provision at Critter Control’s option with a pre-determined purchase price using a formula applied to revenues of the franchise.

| Critter Control franchises | | 2020 | | | | 2019 | | | | 2018 | | |

| Domestic franchises | | | 79 | | | | 84 | | | | 80 | |

| International franchises | | | 0 | | | | 1 | | | | 1 | |

| Total Critter Control franchises | | | 79 | | | | 85 | | | | 81 | |

[removed: We do] [added: Management does] not believe that [removed: the ultimate resolution of the claims we are currently involved] [added: any pending claim, proceeding or litigation, regulatory action or investigation, either alone or] in [added: the aggregate,] will have a material adverse effect on [removed: our business,] [added: the Company’s financial position,] results of [removed: operations, financial condition, cash flow and prospects;] [added: operations or liquidity;] however, it is possible that an unfavorable outcome of some or all of the [removed: matters, however unlikely,] [added: matters] could result in a charge that might be material to the results of an individual quarter or year.

[removed: As previously disclosed,] [added: We believe] the SEC [removed: is conducting an investigation, which the Company believes] [added: Investigation] is primarily focused on how [removed: it] [added: the Company] established accruals and reserves at period-ends [added: for periods beginning January 1, 2016 through December 31, 2018] and the impact of those accruals and reserves on reported [removed: earnings.][added: earnings per share, specifically, in the first quarter of 2016 and the second quarter of 2017.]

As we previously disclosed, the SEC is conducting an investigation (the “SEC Investigation”).

The Company is in ongoing discussions with the SEC staff regarding a potential resolution of the SEC Investigation.

In light of the foregoing, in accordance with the accounting guidance in ASC 450, “Contingencies,” the Company recorded an accrual for $8.0 million related to the SEC Investigation in the third and fourth quarters of 2021, which is reflected in other current liabilities in our consolidated statements of financial position.

The ultimate amount of any liability related to the potential resolution of the SEC Investigation could be different from the $8.0 million accrued as of December 31, 2021.

The Company will continue to cooperate with the SEC in working towards a final resolution of the SEC Investigation.

As we previously reported during the third quarter of 2021, the Audit Committee of the Company’s Board of Directors initiated a related, supplemental internal investigation.

This supplemental investigation was concluded in the fourth quarter of 2021.

The Company believes that no restatement of its prior period financial statements will be required as a result of the SEC Investigation or matters related thereto.

See “Item 1A.

Risk Factors-- Risks Related to Legal, Regulatory and Risk Management Matters -- The ongoing SEC investigation and any potential related litigation entail risks and uncertainties.”

| --- | --- | --- |

The investigation relates to period-ends for periods beginning January 1, 2015.

The Company is fully cooperating with the SEC’s investigation.

The Company cannot predict the outcome of this investigation.

The Company’s Audit Committee retained independent counsel to conduct an internal investigation into matters related to the SEC investigation and, in particular, the Company’s processes for establishing reserves for each quarter in the relevant periods.

The internal investigation was concluded in October 2020.

The Company, after consultation with the Audit Committee and the independent counsel, believes that its financial statements filed with the SEC on Forms 10-K and 10-Q for the relevant periods fairly present in all material respects its financial condition, results of operations and cash flows as of their respective balance sheet dates and for the periods then ended.

See Part I, Item 1.A. for additional discussion of related Risk Factors.

See Note 15 to Part I, Item 1 for discussion of certain litigation.

| 13 |

| --- |

Management does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter or year.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

Commission file [removed: No. 1-4422][added: No. 1-4422]

| 2170 Piedmont Road, [removed: N.E., Atlanta, Georgia] [added: N.E., Atlanta, Georgia] | | 30324 |

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

Yes [removed: x] [added: ⌧] No [removed: o][added: ◻]

Yes [removed: o] [added: ◻] No [removed: x][added: ⌧]

| Large Accelerated Filer | [removed: x] [added: ⌧] | Accelerated filer | [removed: o] [added: ◻] |

| Non-accelerated filer | [removed: o] [added: ◻] | Smaller reporting company | [removed: o] [added: ☐] |

| | | Emerging growth company | [removed: o] [added: ☐] |

The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates on June 30, [removed: 2020] [added: 2021] was [removed: $6,322,406,653] [added: $7,888,772,207] based on the reported last sale price of common stock on June 30, [removed: 2020,] [added: 2021,] which is the last business day of the registrant’s most recently completed second fiscal quarter.

Rollins, Inc. had [removed: 492,141,926] [added: 492,085,707] shares of Common Stock outstanding as of January 31, [removed: 2021.][added: 2022.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders of Rollins, Inc. are incorporated by reference into Part III, Items 10-14.

For the Year Ended December 31, [removed: 2020][added: 2021]

| | | | [added: |] Page |

[removed: | [Part I](#i21062a001) | | | |][added: PART I]

| [Item [removed: 1.](#i21062a002)] [added: 1.](#Item1Business_762737)] | [added: ​] | [removed: [Business.](#i21062a002)] [added: [Business.](#Item1Business_762737)] | [added: ​ |] 3 |

| [Item [removed: 1.A.](#i21062a003)] [added: 1.A.](#Item1ARiskFactors_4050)] | [added: ​] | [Risk [removed: Factors.](#i21062a003)] [added: Factors.](#Item1ARiskFactors_4050)] | [removed: 7] [added: ​] | [added: 9 |]

| [Item [removed: 1.B.](#i21062a004)] [added: 1.B.](#Item1BUnresolvedStaffComments_801686)] | [added: ​] | [Unresolved Staff [removed: Comments.](#i21062a004)] [added: Comments.](#Item1BUnresolvedStaffComments_801686)] | [removed: 13] [added: ​] | [added: 16 |]

| [Item [removed: 2.](#i21062a005)] [added: 2.](#Item2Properties_348308)] | [added: ​] | [removed: [Properties.](#i21062a005)] [added: [Properties.](#Item2Properties_348308)] | [removed: 13] [added: ​] | [added: 16 |]

| [Item [removed: 3.](#i21062a006)] [added: 3.](#Item3LegalProceedings_924735)] | [added: ​] | [Legal [removed: Proceedings.](#i21062a006)] [added: Proceedings.](#Item3LegalProceedings_924735)] | [removed: 13] [added: ​] | [added: 16 |]

| [Item [removed: 4.](#i21062a007)] [added: 4.](#Item4MineSafetyDisclosures_174749)] | [added: ​] | [Mine Safety [removed: Disclosures.](#i21062a007)] [added: Disclosures.](#Item4MineSafetyDisclosures_174749)] | [removed: 14] [added: ​] | [added: 16 |]

| [Item [removed: 5.](#i21062a010)] [added: 5.](#Item5MarketforRegistrantsCommonEquityRel)] | [added: ​] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i21062a010)] [added: Securities.](#Item5MarketforRegistrantsCommonEquityRel)] | [removed: 15] [added: ​] | [added: 17 |]

| [Item [removed: 7.](#i21062a012)] [added: 7.](#Item7ManagementsDiscussionandAnalysisofF)] | [added: ​] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i21062a012)] [added: Operations.](#Item7ManagementsDiscussionandAnalysisofF)] | [removed: 17] [added: ​] | [added: 19 |]

| [Item [removed: 7.A.](#i21062a013)] [added: 7.A.](#Item7AQuantitativeandQualitativeDisclosu)] | [added: ​] | [Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i21062a013)] [added: Risk.](#Item7AQuantitativeandQualitativeDisclosu)] | [added: ​ |] 25 |

| [Item [removed: 8.](#i21062a014)] [added: 8.](#Item8FinancialStatementsandSupplementary)] | [added: ​] | [Financial Statements and Supplementary [removed: Data.](#i21062a014)] [added: Data.](#Item8FinancialStatementsandSupplementary)] | [added: ​ |] 26 |

| [Item [removed: 9.](#i21062a015)] [added: 9.](#Item9ChangesinandDisagreementswithAccoun)] | [added: ​] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures.](#i21062a015)] [added: Disclosures.](#Item9ChangesinandDisagreementswithAccoun)] | [removed: 67] [added: ​] | [added: 60 |]

| [Item [removed: 9.A.](#i21062a016)] [added: 9.A.](#Item9AControlsandProcedures_187269)] | [added: ​] | [Controls and [removed: Procedures.](#i21062a016)] [added: Procedures.](#Item9AControlsandProcedures_187269)] | [removed: 67] [added: ​] | [added: 61 |]

| [Item [removed: 9.B.](#i21062a017)] [added: 9.B.](#Item9BOtherInformation_174881)] | [added: ​] | [Other [removed: Information.](#i21062a017)] [added: Information.](#Item9BOtherInformation_174881)] | [removed: 67] [added: ​] | [added: 61 |]

| [Part [removed: III](#i21062a018)] [added: III](#PARTIII_894235)] | [added: ​] | [added: ​] | [added: ​] | [added: ​ |]

| [Item [removed: 10.](#i21062a019)] [added: 10.](#Item10DirectorsExecutiveOfficersandCorpo)] | [added: ​] | [Directors, Executive Officers and Corporate [removed: Governance.](#i21062a019)] [added: Governance.](#Item10DirectorsExecutiveOfficersandCorpo)] | [removed: 68] [added: ​] | [added: 62 |]

| [Item [removed: 11.](#i21062a020)] [added: 11.](#Item11ExecutiveCompensation_951554)] | [added: ​] | [Executive [removed: Compensation.](#i21062a020)] [added: Compensation.](#Item11ExecutiveCompensation_951554)] | [removed: 68] [added: ​] | [added: 62 |]

| [Item [removed: 12.](#i21062a021)] [added: 12.](#Item12SecurityOwnershipofCertainBenefici)] | [added: ​] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#i21062a021)] [added: Matters.](#Item12SecurityOwnershipofCertainBenefici)] | [removed: 68] [added: ​] | [added: 62 |]

| [Item [removed: 13.](#i21062a022)] [added: 13.](#Item13CertainRelationshipsandRelatedPart)] | [added: ​] | [Certain Relationships and Related Party Transactions, and Director [removed: Independence.](#i21062a022)] [added: Independence.](#Item13CertainRelationshipsandRelatedPart)] | [removed: 69] [added: ​] | [added: 62 |]

| [Item [removed: 14.](#i21062a023)] [added: 14.](#Item14PrincipalAccountingFeesandServices)] | [added: ​] | [Principal Accounting Fees and [removed: Services.](#i21062a023)] [added: Services.](#Item14PrincipalAccountingFeesandServices)] | [removed: 69] [added: ​] | [added: 62 |]

| [Item [removed: 15.](#i21062a025)] [added: 15.](#Item15ExhibitsandFinancialStatementSched)] | [added: ​] | [Exhibits, Financial Statement [removed: Schedules.](#i21062a025)] [added: Schedules.](#Item15ExhibitsandFinancialStatementSched)] | [removed: 70] [added: ​] | [added: 63 |]

​

| ​ | ​ | ​ |

| ​ | ​ | ​ |

​

​

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

​

Yes ⌧ No ◻

Yes ⌧ No ◻

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

Yes ⌧ No ◻

Yes ◻ No ⌧

| ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- |

| [Part I](#PARTI_465905) | ​ | | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| [Part II](#PARTII_487076) | ​ | ​ | ​ | 17 |

| [Item 6](#Item6) | ​ | [\[Reserved\]](#Item6) | ​ | 19 |

| [Item 9.C](#Item9CDisclosureRegardingForeigh). | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeigh) | ​ | 62 |

| ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| [Part IV](#PARTIV_8742) | ​ | ​ | ​ | ​ |

| ​ | ​ | [Signatures.](#SIGNATURES_244650) | ​ | 65 |

Item 1.

Business

General Overview

Rollins, Inc. (“Rollins,” “we,” “us,” “our,” or the “Company”), is an international services company headquartered in Atlanta, Georgia.

Through our family of leading brands, we provide essential pest and wildlife control services and protection against termite damage, rodents and insects to more than two million residential and commercial customers from more than 800 Company-owned and franchised locations in over 70 countries.

Over the course of our lengthy operating history, we have garnered a reputation for providing great customer service.

The contracted and recurring nature of our services provide us with visibility into a significant portion of our future earnings.

In 1964, brothers O.

Wayne and John Rollins acquired Orkin Exterminating Company and in 1965 we changed our name from Rollins Broadcasting, Inc to Rollins, Inc. In 1968, Rollins began trading on the New York Stock Exchange under the symbol “ROL”.

Since then, we have grown into a premier consumer and commercial services business with numerous industry leading brands including the world renowned Orkin, as well as HomeTeam Pest Defense, Clark Pest Control, Western Pest Services, Critter Control Wildlife, and Northwest Pest Control, among others.

We operate under one reportable segment which contains our three business lines:

| | ● | _Residential_: Pest control services protecting residential properties from common pests, including rodents, insects and wildlife; |

| --- | --- | --- |

| | ● | _Commercial_: Workplace pest control solutions for customers across diverse end markets such as healthcare, foodservice, logistics; and |

| --- | --- | --- |

| --- | --- | --- | --- |

| | | | |

| [Item 4.A.](#i21062a008) | | [Information about our Executive Officers](#i21062a008) | 14 |

| [Part II](#i21062a009) | | | |

| [Item 6.](#i21062a011) | | [Selected Financial Data.](#i21062a011) | 17 |

| [Part IV](#i21062a024) | | | |

| | | [Signatures.](#i21062a026) | 73 |

| | | [Exhibit Index.](#i21062a028) | 76 |

| 2 |

| --- |

PART I

The Company owns or leases over [removed: 550] [added: 600] branch offices and operating facilities used in its business as well as the Rollins Training Center located in Atlanta, Georgia, [removed: the Rollins Customer Service Center located in Covington, Georgia,] and the Pacific Division Administration and Training Center in Riverside, California.

| --- | --- | --- |

[removed: PART II][added: PART II]

| --- | --- | --- |

| | Item 4.A. | Information about our Executive Officers. |

Each of the executive officers of the Company was elected by the Board of Directors to serve until the Board of Directors’ meeting immediately following the next Annual Meeting of Stockholders or until his or her earlier removal by the Board of Directors or his or her resignation.

The following table lists the executive officers of the Company and their ages, offices within the Company, and the dates from which they have continually served in their present offices with the Company.

| Name | | Age | | | | Office with Registrant | | Date First Elected to Present Office |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gary W. Rollins (1) | | 76 | | | | Chairman and Chief Executive Officer | | August 25, 2020 |

| John F. Wilson (2) | | 63 | | | | Vice Chairman and Assistant to the Chairman | | August 25, 2020 |

| Jerry E. Gahlhoff Jr. (3) | | 48 | | | | President and Chief Operating Officer | | August 25, 2020 |

| Paul E. Northen (4) | | 56 | | | | Senior Vice President, Chief Financial Officer and Treasurer | | January 26, 2016 |

| Elizabeth B. Chandler (5) | | 57 | | | | Vice President, General Counsel and Corporate Secretary | | January 1, 2018 |

| | | | | | | | | |

| | (1) | Gary W. Rollins was named Chairman of Rollins, Inc in August 2020. He was elevated to Vice Chairman of Rollins, Inc. in January 2013. He was elected to the office of Chief Executive Officer in July 2001. In February 2004, he was named Chairman of Orkin, LLC. |

| | (2) | John Wilson joined the Company in 1996 and has held various positions of increasing responsibility, serving as a technician, sales inspector, branch manager, region manager, vice president and division president. His most senior positions have included President and Chief Operating Officer of Rollins, Inc., Vice President of Rollins, Inc., Southeast Division President, Atlantic Division Vice President and Central Commercial Region Manager. Mr. Wilson was elevated to Vice Chairman in August 2020. |

| | (3) | Jerry E. Gahlhoff Jr. was named the President and Chief Operating Officer of Rollins, Inc. in August 2020. He came to the Company in the HomeTeam acquisition in 2008 and has successfully managed several areas of the Company with increasing responsibility. He most recently led the Rollins Specialty Brands team of HomeTeam, Clark, Northwest, Western Pest, Waltham Pest, OPC pest control companies as well as the Rollins Human Resources department. |

| | (4) | Paul E. Northen joined Rollins in 2015 as Chief Financial Officer and Treasurer. He was promoted to Vice President of Rollins, Inc. in January 2016, and Senior Vice President of Rollins, Inc. in April 2018. He began his career with UPS in 1985 and brings a wealth of tax, risk management and audit experience as well as strong international exposure to Rollins. Prior to joining Rollins, Mr. Northen was Vice President of International Finance and Accounting-Global Business Services for UPS. He previously held the positions of Chief Financial Officer of UPS’ Asia Pacific Region based in Hong Kong, and as Vice President of Finance in UPS’ Pacific and Western Regions. |

| | (5) | Elizabeth (Beth) Brannen Chandler joined Rollins in 2013 as Vice President and General Counsel. In 2017, Beth assumed responsibility for the Risk Management and Internal Audit groups. She was appointed to Corporate Secretary in January 2018. Before joining Rollins, Ms. Chandler was Vice President, General Counsel and Corporate Secretary for Asbury Automotive. Prior to working with Asbury, Ms. Chandler served as city attorney for the City of Atlanta; and she served as Vice President, Assistant General Counsel and Corporate Secretary for Mirant Corp. |

| 14 |

| --- |

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 7,760] [added: 7,747] holders of record of the Company’s common stock.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

During the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the Company did not repurchase shares on the open market.

| [removed: Period] [added: ​] | [added: ​] | [removed: Total] [added: Total] number [removed: of shares purchased (1) | | |] [added: of] | [removed: Weighted average price paid per share] [added: ​] | [added: average] | | [added: ​] | [removed: Total number of shares purchased as part] [added: part] of [removed: publicly announced repurchase plans (2) | |] [added: publicly] | [added: ​] | [removed: Maximum number of shares] [added: shares] that may yet [removed: be purchased under the repurchase plans | |] [added: be] |

| October 1 to 31, [removed: 2020 | |] [added: 2021] | [removed: 703] [added: ​] | [added: —] | [added: ​] | $ | [removed: 35.87 | | | |] — | [added: ​] | [added: —] | [added: ​] | 11,415,625 | [removed: |]

| December 1 to 31, [removed: 2020 |] [added: 2021] | [added: ​] | — | [removed: |] [added: ​] | [added: ​] | — | [removed: | |] [added: ​] | — | [removed: | |] [added: ​] | 11,415,625 | [removed: |]

| Total | [removed: | | 2,850] [added: ​] | [added: 2,429] | [added: ​] | $ | [removed: 38.73 | |] [added: 39.34] | [added: ​] | — | [removed: | |] [added: ​] | 11,415,625 | [removed: |]

| [removed: |] (1) | Includes repurchases from employees for the payment of taxes on vesting of restricted [removed: shares in the following amounts: October 2020: 703; November 2020: 2,147; and December 2020: 0.] [added: shares.] |

| [removed: |] (2) | In 2012, the Company’s Board authorized a share repurchase plan to repurchase up to 5.0 million shares of the Company’s common stock. The split-adjusted authorized shares under the share repurchase plan are 16.9 million shares. |

[removed: PERFORMANCE GRAPH][added: PERFORMANCE GRAPH]

[removed: ][added: ]

[removed: COMPARISON] [added: COMPARISON] OF FIVE YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN*]

| [removed: | | 2015 | | | | 2016 | | | | 2017 | |] [added: ​] | | [removed: 2018] [added: 2016] | | [added: 2017] | | [removed: 2019] [added: 2018] | | [added: 2019] | | [removed: 2020] [added: 2020] | | [added: 2021] |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total number of | ​ | ​ |

| ​ | ​ | ​ | ​ | Weighted- | | ​ | shares purchased as | ​ | Maximum number of |

| ​ | ​ | shares | ​ | price paid | | ​ | announced | ​ | purchased under the |

| Period | | purchased (1) | | per share | | | repurchases (2) | | repurchase plan (2) |

| November 1 to 30, 2021 | ​ | 2,429 | ​ | ​ | 39.34 | ​ | — | ​ | 11,415,625 |

| --- | --- |

| --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Rollins Inc. | | 100.00 | | 137.74 | ​ | 160.30 | ​ | 147.25 | ​ | 260.24 | ​ | 227.86 |

| S&P500 | | 100.00 | | 119.42 | | 111.97 | | 144.31 | | 167.77 | | 212.89 |

| S&P 500 Commercial Services & Supplies | | 100.00 | | 118.67 | ​ | 117.37 | ​ | 162.24 | ​ | 193.66 | ​ | 252.11 |

| --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| November 1 to 30, 2020 | | | 2,147 | | | | 39.67 | | | | — | | | | 11,415,625 | |

| 15 |

| --- |

Copyright© 2020 Standard & Poor’s, a division of S&P Global.

All rights reserved.

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Rollins Inc. | | | 100.00 | | | | 133.86 | | | | 188.22 | | | | 223.35 | | | | 209.10 | | | | 375.31 | |

| S&P500 | | | 100.00 | | | | 109.54 | | | | 130.81 | | | | 122.65 | | | | 158.07 | | | | 183.77 | |

| S&P 500 Commercial Services & Supplies | | | 100.00 | | | | 122.83 | | | | 145.76 | | | | 144.16 | | | | 199.28 | | | | 237.88 | |

| 16 |

| --- | --- | --- |

The following summary financial data of Rollins highlights selected financial data and should be read in conjunction with the audited financial statements and related notes included elsewhere in this document.

All share and per share data presented in the following table have been adjusted for the three-for-two stock split effective December 10, 2020.

FIVE-YEAR FINANCIAL SUMMARY

| STATEMENT OF OPERATIONS DATA | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in thousands except per share data) | | | | | | | | | | | | | | | | | | | | |

| Years ended December 31, | | 2020 | | | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | |

| Revenues | | $ | 2,161,220 | | | $ | 2,015,477 | | | $ | 1,821,565 | | | $ | 1,673,957 | | | $ | 1,573,477 | |

| Income before taxes | | $ | 354,720 | | | $ | 261,160 | | | $ | 310,733 | | | $ | 294,502 | | | $ | 260,636 | |

| Net income | | $ | 260,824 | | | $ | 203,347 | | | $ | 231,663 | | | $ | 179,124 | | | $ | 167,369 | |

| Earnings per share - Basic | | $ | 0.53 | | | $ | 0.41 | | | $ | 0.47 | | | $ | 0.37 | | | $ | 0.34 | |

| Earnings per share - Diluted | | $ | 0.53 | | | $ | 0.41 | | | $ | 0.47 | | | $ | 0.37 | | | $ | 0.34 | |

| Dividends per share | | $ | 0.33 | | | $ | 0.31 | | | $ | 0.31 | | | $ | 0.25 | | | $ | 0.22 | |

| OTHER DATA: | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | $ | 435,785 | | | $ | 319,573 | | | $ | 299,401 | | | $ | 235,370 | | | $ | 226,525 | |

| Net cash used in investing activities | | $ | (162,395 | ) | | $ | (455,107 | ) | | $ | (101,375 | ) | | $ | (154,175 | ) | | $ | (76,842 | ) |

| Net cash (used in)/provided by financing activities | | $ | (281,273 | ) | | $ | 111,686 | | | $ | (175,412 | ) | | $ | (130,263 | ) | | $ | (136,371 | ) |

| Depreciation | | $ | 40,623 | | | $ | 36,646 | | | $ | 30,364 | | | $ | 27,381 | | | $ | 24,725 | |

| Amortization of intangible assets | | $ | 47,706 | | | $ | 44,465 | | | $ | 36,428 | | | $ | 29,199 | | | $ | 26,177 | |

| Capital expenditures | | $ | (23,229 | ) | | $ | (27,146 | ) | | $ | (27,179 | ) | | $ | (24,680 | ) | | $ | (33,081 | ) |

| BALANCE SHEET DATA AT END OF YEAR: | | | | | | | | | | | | | | | | | | | | |

| Current assets | | $ | 314,777 | | | $ | 309,787 | | | $ | 286,021 | | | $ | 262,795 | | | $ | 290,171 | |

| Total assets | | $ | 1,845,900 | | | $ | 1,744,376 | | | $ | 1,094,124 | | | $ | 1,033,663 | | | $ | 916,538 | |

| Total debt | | $ | 203,000 | | | $ | 291,500 | | | $ | — | | | $ | — | | | $ | — | |

| Stockholders’ equity | | $ | 941,360 | | | $ | 815,750 | | | $ | 711,908 | | | $ | 653,924 | | | $ | 568,545 | |

| Number of shares outstanding at year-end | | | 491,612 | | | | 491,146 | | | | 490,962 | | | | 490,482 | | | | 490,031 | |

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of internal controls over financial reporting, as of December 31, [removed: 2020] [added: 2021] based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management’s assessment is that Rollins, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

The independent registered public accounting firm, Grant Thornton LLP has audited the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 27.

| Chairman and Chief Executive Officer | | [removed: Senior Vice President,] [added: Interim] Chief Financial Officer and Treasurer |

[added: |] Atlanta, Georgia [added: | ​ | ​ |]

| [removed: ] [added: ] | [added: | ​ | ​ |]

| GT.COM | [added: ​] | [added: |] Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |

| [added: ​] | [removed: Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. _Accrued Insurance – workers’ compensation and vehicle liability_] [added: ​ |] As described further in Note 1 to the financial statements, the Company retains, up to certain policy-specified limits, certain risks related to workers’ compensation and vehicle liability. The estimated costs of existing and future claims under the retained loss programs are accrued based upon historical trends as incidents occur, whether reported or unreported (although actual settlement of the claims may not be made until future periods) and may be subsequently revised based on developments relating to such claims. We identified accrued insurance - workers’ compensation and vehicle liability [removed: and related expense] (“accrued insurance”) as a critical audit matter. [removed: The principal considerations for our determination that accrued insurance is a critical audit matter are that accrued insurance liability has higher risk of estimation uncertainty due to the loss development factors and inherent assumptions in actuarial methods used in determining the required liability. The estimation uncertainty and complexity of the actuarial methods utilized involved especially subjective auditor judgment and an increased extent of effort, including the need to involve an auditor-engaged actuarial specialist. Our audit procedures related to the accrued insurance reserve included the following, among others:] |

| [added: ​] | [removed: •] [added: ​] | [added: ●] Obtained an understanding, evaluated the design and tested operating effectiveness of key controls relating to accrued insurance, including, but not limited to, controls that (1) [removed: validate] [added: determine] that claims were reported and submitted accurately and timely, (2) [removed: validate] [added: determine] the underlying data maintained by the Company and the third-party administrator used to develop the accrued insurance reserve was complete and accurate, and (3) [removed: verify] [added: determine] the third-party actuarial report used in developing the accrued insurance reserve was reviewed by the Company’s management. |

| [added: ​] | [removed: •] [added: ​] | [added: ●] Utilized an auditor-engaged specialist in evaluating management’s methods and assumptions, including the reasonableness of the selected loss development factors utilized by [removed: management, as well as performing a] [added: management to identify indicators of potential bias. We also performed] retrospective [removed: review] [added: reviews] to [removed: validate] [added: evaluate] the assumptions utilized by [removed: management, to identify indicators] [added: management in the determination] of [removed: potential bias.] [added: the prior year and current year liability.] |

| [added: ​] | [removed: •] [added: ​] | [added: ●] Tested the underlying data maintained by the Company and the third-party administrator, which was submitted to the Company’s actuary to develop the accrued insurance reserve, for completeness and accuracy. |

| [added: ​] | [removed: /s/ GRANT THORNTON LLP] [added: ​ |] We have served as the Company’s auditor since 2004. [removed: Atlanta, Georgia February 26, 2021] |

[removed: | CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF FINANCIAL [removed: POSITION | | | | | | | | |][added: POSITION]

[removed: | Rollins,] [added: _Rollins,] Inc. and [removed: Subsidiaries | | | | | | | | |][added: Subsidiaries_]

[removed: | (in] [added: _(in] thousands except share [removed: information) | | | | | | | | |][added: information)_]

| [added: At] December 31, | | [removed: 2020] [added: 2021] | | | [added: 2020] | [removed: 2019] | | [added: 2019] | [added: |]

| [removed: ASSETS | |] [added: ASSETS] | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | |

| Cash and cash equivalents | [removed: | $] [added: ​] | [removed: 98,477] [added: $] | [added: 105,301] | [added: ​] | $ | [removed: 94,276 |] [added: 98,477] |

| Trade receivables, net of allowance for expected credit losses of [removed: $16,854] [added: $13,885] and [removed: $16,699,] [added: $16,854,] respectively | [removed: | | 126,337] [added: ​] | | [added: 139,579] | [added: ​] | [removed: 122,766] | [added: 126,337] |

| Financed receivables, short-term, net of allowance for expected credit losses of [removed: $1,297] [added: $1,463] and [removed: $1,675,] [added: $1,297,] respectively | [removed: | | 23,716] [added: ​] | | [added: 26,152] | [added: ​] | [removed: 22,267] | [added: 23,716] |

| Materials and supplies | [removed: | | 30,843] [added: ​] | | [added: 28,926] | [added: ​] | [removed: 19,476] | [added: 30,843] |

| Other current assets | [removed: | | 35,404] [added: ​] | | [added: 52,422] | [added: ​] | [removed: 51,002] [added: ​] | [added: 35,404] |

| Total current assets | [removed: | | 314,777] [added: ​] | | [added: 352,380] | [added: ​] | [removed: 309,787] | [added: 314,777] |

| [removed: Equipment] [added: Net equipment] and [removed: property, net | |] [added: property] | [removed: 178,052] [added: ​] | [added: $] | [added: 133,257] | [added: ​] | [removed: 195,533] [added: $] | [added: 178,052] |

| Goodwill | [removed: | | 653,176] [added: ​] | | [added: 721,819] | [added: ​] | [removed: 572,847] | [added: 653,176] |

| Customer contracts, net | [removed: | | 298,949] [added: ​] | | [added: 325,929] | [added: ​] | [removed: 273,720] | [added: 298,949] |

| Trademarks and tradenames, net | [removed: | | 109,044] [added: ​] | [added: $] | [added: 108,976] | [added: ​] | [removed: 102,539] [added: $] | [added: 109,044] |

| Other intangible assets, net | [removed: | | 10,777] [added: ​] | | [added: 11,679] | [added: ​] | [removed: 10,525] | [added: 10,777] |

| Operating [removed: lease,] [added: lease] right-of-use [removed: assets, net | |] [added: assets] | [removed: 212,342] [added: ​] | | [added: 244,784] | [added: ​] | [removed: 200,727] | [added: 212,342] |

| Financed receivables, long-term, net of allowance for expected credit losses of [removed: $1,934] [added: $2,522] and [removed: $1,284] [added: $1,934,] respectively | [removed: | | 38,187] [added: ​] | | [added: 47,097] | [added: ​] | [removed: 30,792] | [added: 38,187] |

[removed: | Deferred income taxes | | | 2,222 | | | | 2,180 | |][added: INCOME TAXES]

| Total assets | [removed: | $] [added: ​] | [removed: 1,845,900] [added: $] | [added: 1,980,870] | [added: ​] | $ | [removed: 1,744,376 |] [added: 1,845,900] |

| [removed: LIABILITIES | |] [added: LIABILITIES] | [added: ​] | | | [added: ​] | | |

| Accounts payable | [removed: | $] [added: ​] | [removed: 64,596] [added: $] | [added: 44,568] | [added: ​] | $ | [removed: 35,234 |] [added: 64,596] |

| Accrued insurance | [removed: | | 31,675] [added: ​] | | [added: 36,414] | [added: ​] | [removed: 30,441] | [added: 31,675] |

| Accrued compensation and related liabilities | [removed: | | 91,011] [added: ​] | | [added: 97,862] | [added: ​] | [removed: 81,943] | [added: 91,011] |

| Unearned revenues | [removed: | | 131,253] [added: ​] | | [added: 145,122] | [added: ​] | [removed: 122,825] | [added: 131,253] |

| Operating lease [removed: liabilities-current | |] [added: liabilities - current] | [removed: 73,248] [added: ​] | | [added: 75,240] | [added: ​] | [removed: 66,117] | [added: 73,248] |

| Current portion of long-term debt | [removed: | | 17,188] [added: ​] | | [added: 18,750] | [added: ​] | [removed: 12,500] | [added: 17,188] |

| ​ | ​ | ​ |

| /s/ Gary W. Rollins | | /s/ Julie Bimmerman |

| Gary W. Rollins | | Julie Bimmerman |

| ​ | ​ | ​ |

| | | ​ | ​ |

| --- | --- | --- | --- |

| | | | |

| GRANT THORNTON LLP1100 Peachtree St.NE, Suite 1200 Atlanta, GA 30309 ​ D +1 404 330 2000 F +1 404 330 2047 | | ​ | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING |

| ​ | | ​ | Board of Directors and Stockholders Rollins, Inc. |

| ​ | | ​ | ​ |

| ​ | | ​ | Opinion on internal control over financial reporting |

| ​ | | ​ | We have audited the internal control over financial reporting of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. |

| ​ | | ​ | ​ |

| ​ | | ​ | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 25, 2022 expressed an unqualified opinion on those financial statements. |

| ​ | | ​ | ​ |

| ​ | | ​ | Basis for opinion |

| ​ | | ​ | The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. |

| ​ | | ​ | ​ |

| ​ | | ​ | We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. |

| ​ | | ​ | ​ |

| | | | |

| ​ | | ​ | ​ |

| ​ | | ​ | Definition and limitations of internal control over financial reporting |

| --- | --- | --- | --- |

| ​ | | ​ | A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. |

| ​ | | ​ | ​ |

| ​ | | ​ | Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. |

| ​ | | ​ | ​ |

| ​ | | ​ | /s/ GRANT THORNTON LLP ​ Atlanta, Georgia February 25, 2022 |

| | ​ | ​ |

|  | ​ | ​ |

| GRANT THORNTON LLP1100 Peachtree St.NE, Suite 1200 Atlanta, GA 30309 ​ D +1 404 330 2000 F +1 404 330 2047 | ​ | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE |

| ​ | ​ | Board of Directors and Stockholders Rollins, Inc. |

| ​ | ​ | ​ |

| ​ | ​ | Opinion on the financial statements |

| ​ | ​ | We have audited the accompanying consolidated statements of financial position of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included under Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. |

| ​ | ​ | ​ |

| ​ | ​ | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2022 expressed an unqualified opinion. |

| ​ | ​ | ​ |

| ​ | ​ | Basis for opinion |

| --- | --- | --- |

| | | |

| /s/ Gary W. Rollins | | /s/ Paul E. Northen |

| Gary W. Rollins | | Paul E. Northen |

February 26, 2021

| 26 |

| --- |

| grant thornton llp 1100 Peachtree St.NE, Suite 1200 Atlanta, GA 30309 D +1 404 330 2000 F +1 404 330 2047 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING Board of Directors and Stockholders Rollins, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 _Internal Control—Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 _Internal Control—Integrated Framework_ issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report dated February 26, 2021 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Atlanta, Georgia February 26, 2021 |

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| grant thornton llp 1100 Peachtree St.NE, Suite 1200 Atlanta, GA 30309 D +1 404 330 2000 F +1 404 330 2047 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Board of Directors and Stockholders Rollins, Inc. Opinion on the financial statements We have audited the accompanying consolidated statements of financial position of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 _Internal Control—Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2021 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. |

| 28 |

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| 29 |

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| | | | | | | | | |

| Benefit plan assets | | | 1,198 | | | | 21,565 | |

| Other assets | | | 27,176 | | | | 24,161 | |

| 30 |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| Accelerated stock vesting expense | | | 6,691 | | | | — | | | | — | |

| TOTAL COSTS AND EXPENSES | | | 1,806,500 | | | | 1,754,317 | | | | 1,510,832 | |

| Current | | | 95,111 | | | | 65,041 | | | | 71,442 | |

| INCOME PER SHARE - DILUTED | | $ | 0.53 | | | $ | 0.41 | | | $ | 0.47 | |

| Weighted average shares outstanding - diluted | | | 491,604 | | | | 491,216 | | | | 490,936 | |

| 31 |

| 32 |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2017 | | | 490,482 | | | $ | 490,482 | | | | — | | | $ | — | | | $ | 81,405 | | | $ | (45,956 | ) | | $ | 127,993 | | | $ | 653,924 | |

| Net income | | | | | | | | | | | | | | | — | | | | | | | | | | | | 231,663 | | | | 231,663 | |

| Cash dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | (152,742 | ) | | | (152,742 | ) |

| Stock compensation | | | 908 | | | | 908 | | | | | | | | | | | | 13,323 | | | | | | | | (505 | ) | | | 13,726 | |

| Employee stock buybacks | | | (428 | ) | | | (428 | ) | | | | | | | | | | | (9,342 | ) | | | | | | | 229 | | | | (9,541 | ) |

| 33 |

| Depreciation, amortization and other non-cash charges | | | 89,444 | | | | 79,544 | | | | 64,675 | |

| Other current assets | | | 6,102 | | | | (14,009 | ) | | | (7,121 | ) |

| Other non-current assets | | | 16,409 | | | | 600 | | | | 11,329 | |

| Accrued insurance | | | 1,889 | | | | 1,915 | | | | (686 | ) |

| --- | --- | --- |

Based on [removed: management’s evaluation as of December 31, 2020, in which the principal executive officer and principal financial officer of the Company participated, the] [added: this evaluation, our] principal executive officer and principal financial officer [removed: have] concluded that [removed: the Company’s] [added: our] disclosure controls and procedures [removed: (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective,] [added: were effective] at the reasonable assurance level [added: as of the Evaluation Date] to ensure that the information required to be [removed: disclosed by the Company] [added: included] in [removed: the] reports [removed: that it files or submits] [added: filed] under the [removed: Securities] Exchange Act [removed: of 1934] is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

[removed: _Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting_—Management’s] [added: Reporting—Management’s] Report on Internal Control Over Financial Reporting is contained on page 26.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report on page 27.

[removed: _Changes] [added: Changes] in Internal [removed: Controls_—There] [added: Controls—There] were no changes in our internal control over financial reporting during the fourth quarter of [removed: 2020] [added: 2021] that materially affected or are reasonably likely to materially affect these controls.

Evaluation of Disclosure Controls and Procedures

The Company has a Disclosure Committee, consisting of certain members of management to assist our Chief Executive Officer (principal executive officer) and Interim Chief Financial Officer (principal financial officer) in preparing the disclosures required under the SEC rules and to help ensure that the Company’s disclosure controls and procedures are properly implemented.

The Disclosure Committee meets on a quarterly basis and otherwise as may be necessary.

The Disclosure Committee, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2021 (the “Evaluation Date”).

| --- | --- | --- |

_Evaluation of Disclosure Controls and Procedures_—We have established disclosure controls and procedures to ensure, among other things, that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.

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| 67 |

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PART III

Not Applicable.

PART III

Both of these documents are available on the Company’s website at www.rollins.com, under the heading [removed: “Investor Relations – Corporate Governance,”] [added: “Governance- Governance Documents,”] and a copy is available by writing to Investor Relations at 2170 Piedmont Road, Atlanta, Georgia 30324.

The Company intends to satisfy the disclosure requirement under Item [removed: 10] [added: 5.05] of Form [removed: 10-K1] [added: 8-K1] regarding an amendment to, or waiver from, a provision of its code of ethics that relates to any elements of the code of ethics definition enumerated in SEC rules by posting such information on its internet website, the address of which is provided above.

The information required by this Item, except that set forth below regarding the Company’s code of ethics, will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2021, or by the following business day.

| --- | --- | --- |

Information concerning directors and executive officers is included in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders (the “Proxy Statement”), in the section titled “Proposal 1: Election of Directors”.

This information is incorporated herein by reference.

Information about executive officers is contained on page 14 of this document.

_Audit Committee and Audit Committee Financial Expert_

Information concerning the Audit Committee of the Company and the Audit Committee Financial Expert(s) is included in the Company’s Proxy Statement in the section titled “Corporate Governance and Board of Directors’ Committees and Meetings – Audit Committee.” This information is incorporated herein by reference.

_Code of Ethics_

_Section 16(a) Beneficial Ownership Reporting Compliance_

Information regarding compliance with Section 16(a) of the Exchange Act is included under “Compliance with Section 16(a) of the Exchange Act” in the Company’s Proxy Statement, which is incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2021, or by the following business day.

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The information under the captions “Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation” included in the Proxy Statement is incorporated herein by reference.

The information [removed: under the captions “Capital Stock” and “Election of Directors” included] [added: required by this Item will be set forth] in [removed: the] [added: our] Proxy Statement for the [added: 2022] Annual Meeting of Stockholders [removed: to be held April 27, 2021] [added: and] is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2021, or by the following business day.

| --- | --- | --- |

| 68 |

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information regarding equity compensation plans as of December 31, 2020.

| | | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | (A) | | | | (B) | | | | (C) | | |

| Equity compensation plans approved by security holders | | | 2,870,231 | | | | | | | | 7,347,097 | |

| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |

| Total | | | 2,870,231 | | | | — | | | | 7,347,097 | (1) |

| | 1. | Includes 7,374,097 shares available for grant under the 2018 Employee Stock Incentive Plan. The 2018 Employee Stock Incentive Plan provides for awards of the Company’s common stock and awards that are valued in whole or in part by reference to the Company’s common stock apart from stock options and SARs including, without limitation, restricted stock, performance-accelerated restricted stock, performance stock, performance units, and stock awards or options valued by reference to book value or subsidiary performance. |

[removed: The information under the caption “Certain Relationships] [added: Information concerning certain relationships] and [removed: Related Party Transactions”] [added: related party transactions and director independence will be] included in the Proxy Statement [added: for the 2022 Annual Meeting of Stockholders and] is incorporated herein by reference.

| --- | --- | --- |

Information concerning director independence is included in the Proxy Statement, in the section titled “Corporate Governance and Board of Directors’ Committees and Meetings.” This information is incorporated herein by reference.

Information regarding principal accounting fees and services [removed: is set forth under “Independent Registered Public Accounting Firm”] [added: will be included] in the [removed: Company’s] Proxy [removed: Statement, which information] [added: Statement for the 2022 Annual Meeting of Stockholders and] is incorporated herein by reference.

[removed: PART IV][added: PART IV]

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| 69 |

| --- |

| [removed: _(a)_] [added: (a)] | _Consolidated Financial Statements, Financial Statement Schedule and Exhibits._ |

| 2. | [added: ​] | The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report. |

| 3. | [added: ​] | Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements: |

| [removed: (10) (b) |] [added: 10.3*] | [removed: Form] [added: [Form] of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation [removed: Plan, incorporated herein by reference to Exhibit 4.2 filed with the registrant’s Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/84839/000091406205000692/rollinss81105ex42.txt) |] S-8 [removed: filed] [added: |] November 18, [removed: 2005.] [added: 2005] | [added: 4.2 | ​ |]

| [removed: (10) (j) |] [added: 10.11] | [removed: Revolving] [added: [Revolving] Credit Agreement dated as of April 30, 2019 between Rollins, [added: Inc. and] SunTrust Bank and Bank of America, [removed: N.A.] [added: N.A](https://www.sec.gov/Archives/edgar/data/84839/000117120019000278/i19356_ex10-1.htm).] | [added: 10-K | February 28, 2020 | 10.1 | ​ |]

| [removed: (10) (k) |] [added: 2.1] | [removed: Stock] [added: [Stock] Purchase Agreement by and among Rollins, Inc., Clark Pest Control of Stockton, Inc., the Stockholders of Clark Pest Control of Stockton, Inc. the Principals and the Stockholders [removed: Representative.] [added: Representative](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-1.htm)] | [added: 10-Q | April 26, 2019 | 10.1 | ​ |]

| [removed: (10) (l) |] [added: 2.2] | [removed: Asset] [added: [Asset] Purchase Agreement among King Distribution, Inc., a Delaware corporation, Geotech Supply Co., LLC, a California limited liability company, and Clarksons California Properties, California limited [removed: partnership.] [added: partnership](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-2.htm)] | [added: 10-Q | April 26, 2019 | 10.2 | ​ |]

| [removed: (10) (m) |] [added: 2.3] | [removed: Real] [added: [Real] Estate Purchase Agreement by and between RCI – King, Inc., and Clarksons California Properties, a California limited [removed: partnership.] [added: partnership](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-3.htm)] | [added: 10-Q | April 26, 2019 | 10.3 | ​ |]

| [removed: (23.1) |] [added: 23.1] | [removed: Consent] [added: [Consent] of Grant Thornton LLP, Independent Registered Public Accounting [removed: Firm.] [added: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex231028094.htm)] | [added: ​ | ​ | ​ | X |]

| [removed: (31.1) |] [added: 31.1] | [removed: Certification] [added: [Certification] of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex3119ad1b7.htm)] | [added: ​ | ​ | ​ | X |]

| [removed: (31.2) |] [added: 31.2] | [removed: Certification] [added: [Certification] of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex312fdf033.htm)] | [added: ​ | ​ | ​ | X |]

| [removed: (32.1) |] [added: 32.1] | [removed: Certification] [added: [Certification] of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex321c8b3d3.htm)] | [added: ​ | ​ | ​ | X |]

| [removed: (101.INS) |] [added: 101.INS] | Inline XBRL Instance Document | [added: ​ | ​ | ​ | X |]

| [removed: (101.SCH) |] [added: 101.SCH] | Inline XBRL Schema Document | [added: ​ | ​ | ​ | X |]

| [removed: (101.CAL) |] [added: 101.CAL] | Inline XBRL Calculation Linkbase Document | [added: ​ | ​ | ​ | X |]

| [removed: (101.LAB) |] [added: 101.LAB] | Inline XBRL Labels Linkbase Document | [added: ​ | ​ | ​ | X |]

| [removed: (101.PRE) |] [added: 101.PRE] | Inline XBRL Presentation Linkbase Document | [added: ​ | ​ | ​ | X |]

| [removed: (101.DEF) |] [added: 101.DEF] | Inline XBRL Definition Linkbase Document | [added: ​ | ​ | ​ | X |]

[removed: SIGNATURES][added: SIGNATURES]

| | [added: |] ROLLINS, INC. | |

| | [added: |] By: | /s/ Gary W. Rollins |

| [added: ​] | [added: ​] | [added: |] Gary W. Rollins |

| [added: ​] | [added: ​] | [added: |] Chairman and Chief Executive Officer |

| [added: ​] | [added: ​] | [added: |] (Principal Executive Officer) |

| [added: ​] | [added: ​ |] Date: | February [removed: 26, 2021] [added: 25, 2022] |

| [removed: By: |] /s/ Gary W. Rollins | | [removed: By: | /s/ Paul E. Northen] [added: ​] |

| | [removed: Gary W. Rollins] Chairman and Chief Executive Officer [removed: (Principal Executive Officer)] | [added: ​] | | [removed: Paul E. Northen Senior Vice President,] [added: Interim] Chief Financial Officer and Treasurer [removed: (Principal Financial and Accounting Officer)] |

| Date: | February [removed: 26, 2021] [added: 25, 2022] | [added: ​] | Date: | February [removed: 26, 2021] [added: 25, 2022] |

| [added: ​] | Thomas J. Lawley, MD, Director | [added: ​ |]

| [added: ​] | John F. Wilson, Director | [added: ​ |]

| [added: ​] | [removed: Pam] [added: Pamela] R. Rollins, Director | [added: ​ |]

| [added: ​] | Jerry W. Nix, [added: Lead] Director | [added: ​ |]

| [added: ​] | Susan R. Bell, Director | [added: ​ |]

| [added: ​] | Patrick J. Gunning, Director | [added: ​ |]

| [removed: /s/] Gary W. Rollins | | [added: ​ |]

| [added: By: | /s/] Gary W. Rollins | | [added: By: | /s/ Julie Bimmerman |]

| As Attorney-in-Fact & Director | | [added: ​ |]

[removed: ROLLINS,] [added: ROLLINS,] INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]