| (a) | Consolidated Financial Statements, Financial Statement Schedule and Exhibits. |
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| 1. | | Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report. |
| 2. | | The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report. |
| 3. | | 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: |
| Exhibit No. | Exhibit Description | Incorporated By Reference | | | Filed Herewith |
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| | | Form | Date | Number | |
| 2.1 | 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 Representative | 10-Q | April 26, 2019 | 10.1 | |
| 2.2 | 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 partnership | 10-Q | April 26, 2019 | 10.2 | |
| 2.3 | Real Estate Purchase Agreement by and between RCI – King, Inc., and Clarksons California Properties, a California limited partnership | 10-Q | April 26, 2019 | 10.3 | |
| 3.1 | Restated Certificate of Incorporation of Rollins, Inc., dated July 28, 1981 | 10-Q | August 1, 2005 | (3)(i)(A) | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated August 20, 1987 | 10-K | March 11, 2005 | (3)(i)(B) | |
| 3.3 | Certificate of Change of Location of Registered Office and of Registered Agent, dated March 22, 1994 | 10-Q | August 1, 2005 | (3)(i)(C) | |
| 3.5 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 2011 | 10-K | February 25, 2015 | (3)(i)(E) | |
| 3.6 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 2015 | 10-Q | July 29, 2015 | (3)(i)(F) | |
| 3.7 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 2019 | 10-Q | April 26, 2019 | (3)(i)(G) | |
| 3.8 | Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 2021 | 10-Q | July 30, 2021 | (3)(i)(H) | |
| 3.9 | Amended and Restated By-laws of Rollins, Inc., dated May 20, 2021 | 8-K | May 24, 2021 | 3.1 | |
| 4.1 | Form of Common Stock Certificate of Rollins, Inc. | 10-K | March 26, 1999 | (4) | |
| 4.2 | Description of Registrant’s Securities | 10-K | February 28, 2020 | 4(b) | |
| 10.1+ | Membership Interest Purchase Agreement by and among Rollins, Inc., Northwest Exterminating Co., Inc. NW Holdings, LLC and the stockholders of Northwest Exterminating Co., Inc. dated as of July 24, 2017 | 10-Q | October 27, 2017 | 10.1 | |
| 10.2* | Rollins, Inc. Amended and Restated Deferred Compensation Plan | S-8 | November 18, 2005 | 4.1 | |
| 10.3* | Form of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation Plan | S-8 | November 18, 2005 | 4.2 | |
| 10.4* | Written description of Rollins, Inc. Performance-Based Incentive Cash Compensation Plan for Executive Officer | 8-K | February 1, 2021 | 10(a) | |
| 10.5* | Forms of award agreements under the 2013 Cash Incentive Plan | 10-K | February 24, 2017 | 10(d) | |
| 10.6* | 2018 Stock Incentive Plan | DEF 14A | March 21, 2018 | Appendix A | |
| 10.7* | Form of Restricted Stock Grant Agreement | 8-K | April 28, 2008 | 10(d) | |
| 10.8* | Form of Time-Lapse Restricted Stock Agreement | 10-Q | April 27, 2012 | 10.1 | |
| 10.9* | Summary of Compensation Arrangements with Executive Officers | 10-K | February 25, 2011 | (10)(q) | |
| 10.10* | Summary of Compensation Arrangements with Non-Employee Directors | 10-K | February 25, 2015 | 10(i) | |
| 10.11 | Revolving Credit Agreement dated as of April 30, 2019 between Rollins, Inc. and SunTrust Bank and Bank of America, N.A. | 10-K | February 28, 2020 | 10.1 | |
| 10.12 | Amended Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender* | | | | X |
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| 10.13 | Annex A to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender | | | | X |
| 10.14 | Annex B to the Credit Agreement dated as of January 27, 2022 between Rollins, Inc. and Truist Bank in its capacity as Administrative Agent and as a Lender and Bank of America, N.A. as a Lender | | | | X |
| 10.15* | Form of Rollins, Inc. 2022 Executive Bonus Plan | | | | X |
| 10.16* | Rollins, Inc. 2022 Executive Bonus Plan - Jerry Gahlhoff | | | | X |
| 21 | Subsidiaries of Registrant | | | | X |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm | | | | X |
| 24 | Powers of Attorney for Directors | | | | X |
| 31.1 | 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 2002 | | | | X |
| 31.2 | 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 2002 | | | | X |
| 32.1** | 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 2002 | | | | X |
| 101.INS | Inline XBRL Instance Document | | | | X |
| 101.SCH | Inline XBRL Schema Document | | | | X |
| 101.CAL | Inline XBRL Calculation Linkbase Document | | | | X |
| 101.LAB | Inline XBRL Labels Linkbase Document | | | | X |
| 101.PRE | Inline XBRL Presentation Linkbase Document | | | | X |
| 101.DEF | Inline XBRL Definition Linkbase Document | | | | X |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | | | | X |
- Indicates management contract or compensatory plan or arrangement.
** This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rollins, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Confidential treatment has been requested for certain portions of this exhibit. Such information has been omitted and was filed separately with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | ROLLINS, INC. | |
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| | By: | /s/ Gary W. Rollins |
| | | | Gary W. Rollins |
| | | | Chairman and Chief Executive Officer |
| | | | (Principal Executive Officer) |
| | | | |
| | | Date: | February 25, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| By: | /s/ Gary W. Rollins | | By: | /s/ Julie Bimmerman |
| Gary W. Rollins | | | Julie Bimmerman |
| Chairman and Chief Executive Officer | | | Interim Chief Financial Officer and Treasurer |
| (Principal Executive Officer) | | | (Principal Financial and Accounting Officer) |
| | | | | |
| Date: | February 25, 2022 | | Date: | February 25, 2022 |
The Directors of Rollins, Inc. (listed below) executed a power of attorney appointing Gary W. Rollins their attorney-in-fact, empowering him to sign this report on their behalf.
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| | Jerry W. Nix, Lead Director | |
| | Susan R. Bell, Director | |
| | Donald P. Carson, Director | |
| | Jerry E. Gahlhoff, Director | |
| | Patrick J. Gunning, Director | |
| | Thomas J. Lawley, MD, Director | |
| | Gregory B. Morrison, Director | |
| | Pamela R. Rollins, Director | |
| | John F. Wilson, Director | |
| | | |
| /s/ Gary W. Rollins | | |
| Gary W. Rollins | | |
| As Attorney-in-Fact & Director | | |
| February 25, 2022 | | |
ROLLINS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
The following documents are filed as part of this report.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
ROLLINS, INC. AND SUBSIDIARIES
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| | | Allowance for Expected Credit Losses | | | | | | | | | | | | | |
| | | Balance at | | | | | | Charged to | | | Net | | | | |
| | | Beginning of | | | Adoption of | | | Costs and | | | (Deductions) | | | Balance at | |
| (in thousands) | | Year | | | ASC 326 | | | Expenses | | | Recoveries | | | End of Year | |
| 2021 | | $ | 20,085 | | $ | — | | $ | 15,285 | | $ | (17,500) | | $ | 17,870 |
| 2020 | | $ | 19,658 | | $ | (3,330) | | $ | 17,536 | | $ | (13,779) | | $ | 20,085 |
| 2019 | | $ | 16,666 | | $ | — | | $ | 15,145 | | $ | (12,153) | | $ | 19,658 |