Rollins (ROL) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
All filing items706 rewritten535 added336 removed1,272 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 535 added, 336 removed, 706 rewritten and 1,272 unchanged across 16 items that differ.
- New this year: Item 16. Form 10-K Summary.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
105 rewritten, 224 added, 79 removed, 123 unchanged
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons of [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]
During [removed: 2023,] [added: 2024,] we made significant strides in all four pillars of our strategic objectives: 1) people first 2) customer loyalty 3) growth mindset and 4) operational efficiency.
Effective sales and service staffing levels helped us to capitalize on continued demand and deliver solid results for the year, with organic revenues* growing by [removed: 8.2%] [added: 7.9%] compared to [removed: 2022.][added: 2023.]
[removed: 2023] [added: 2024] marked a record year in terms of revenues, totaling [removed: $3.1] [added: $3.4] billion, an increase of [removed: 14.0%] [added: 10.3%] over [removed: 2022,] [added: 2023,] with acquisition revenues* growing by [removed: 5.9%] [added: 3.1%] compared to [removed: 2022.][added: 2023.]
We saw healthy margins in [removed: 2023,] [added: 2024,] with gross margin improving [removed: 70] [added: 50] basis points to [removed: 52.2%] [added: 52.7%] in [removed: 2023] [added: 2024] compared to [removed: 51.5%] [added: 52.2%] in [removed: 2022.][added: 2023.]
Operating margin was [removed: 19.0%] [added: 19.4%] of revenue, an increase of [removed: 70] [added: 40] basis points over [removed: 2022] [added: 2023] and adjusted operating income margin* [removed: at 19.7%,] [added: was 19.9%,] an increase of [removed: 140] [added: 20] basis points over the prior year.
The continued disruption in economic markets due to [removed: high] inflation, [removed: increases in] [added: changing] interest rates, [added: tariffs, trade disputes,] business interruptions due to natural disasters and changes in weather patterns, employee shortages, and supply chain issues, all pose challenges which may adversely affect our future performance.
The extent to which [removed: increasing] [added: changing] interest rates, inflation and other economic trends will continue to impact the Company’s business, financial condition and results of operations is uncertain.
Results of [removed: Operations—2023] [added: Operations—2024] Compared to [removed: 2022][added: 2023]
| (in thousands, except per share data and margins) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ | | | % | | |
| Gross profit margin (1) | | | [removed: 52.2] [added: 52.7] | | % | | | | [removed: 51.5] [added: 52.2] | | % | | | | [removed: 70 bps] | | | [added: 50 bps] | | |
| Operating income | | | [added: | | |] $ | [removed: 583,226] [added: 657,224] | | | | | $ | [removed: 493,388] [added: 583,226] | | | | | [removed: $] | [removed: 89,838] | | [removed: 18.2] | | [removed: %] | [added: | | |]
| Operating income margin | | | [removed: 19.0] [added: 19.4] | | % | | | | [removed: 18.3] [added: 19.0] | | % | | | | [removed: 70 bps] | | | [added: 40 bps] | | |
| Net income | | | [added: | | |] $ | [removed: 434,957] [added: 466,379] | | | | | $ | [removed: 368,599] [added: 434,957] | | | | | [removed: $] | [removed: 66,358] | | [removed: 18.0] | | [removed: %] | [added: | | |]
| Adjusted operating margin (2) | | | [removed: 19.7] [added: 19.9] | | % | | | | [removed: 18.3] [added: 19.7] | | % | | | | [removed: 140 bps] | | | [added: 20 bps] | | |
| Adjusted EBITDA margin (2) | | | [removed: 22.7] [added: 22.8] | | % | | | | [removed: 22.0] [added: 22.5] | | % | | | | [removed: 70 bps] | | | [added: 30 bps] | | |
The following presents a summary of revenues by [removed: product and] service [removed: offering and revenues by geography:][added: offering:]
[removed: ][added: ]
Revenues for the year ended December 31, [removed: 2023] [added: 2024] were [removed: $3.1] [added: $3.4] billion, an increase of [removed: $377.5] [added: $315.4] million, or [removed: 14.0%,] [added: 10.3%,] from [removed: 2022] [added: 2023] revenues of [removed: $2.7] [added: $3.1] billion.
[removed: Looking at the service offerings, residential] [added: Residential] pest control revenue increased approximately [removed: 17%,] [added: 9%,] commercial pest control revenue increased approximately [removed: 11%] [added: 10%] and termite and ancillary services grew approximately [removed: 13%] [added: 14%] including both organic and acquisition-related growth in each area.
Organic revenue* growth was strong across our service offerings, growing over [removed: 6%] [added: 5%] in residential, [removed: approximately 10%] [added: over 8%] in commercial, and over [removed: 10%] [added: 12%] in termite and ancillary activity.
The Company’s foreign operations accounted for approximately 7% of total revenues for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Gross profit for the [removed: year] [added: twelve months] ended December 31, [removed: 2023] [added: 2024] was [removed: $1.6] [added: $1.8] billion, an increase of [removed: $216.0] [added: $182.1] million, or [removed: 15.6%,] [added: 11.4%,] compared to [removed: $1.4] [added: $1.6] billion for the year ended December 31, [removed: 2022.][added: 2023.]
Gross margin improved [removed: 70] [added: 50] basis points to [removed: 52.2%] [added: 52.7%] in [removed: 2023] [added: 2024] compared to [removed: 51.5%] [added: 52.2%] in [removed: 2022.][added: 2023, as pricing more than offset inflationary pressures.]
For the twelve months ended December 31, [removed: 2023,] [added: 2024,] sales, general and administrative (SG&A) expenses increased [removed: $112.5] [added: $99.8] million, or [removed: 14.0%,] [added: 10.9%,] compared to the twelve months ended December 31, [removed: 2022.][added: 2023.]
For the twelve months ended December 31, [removed: 2023,] [added: 2024,] depreciation and amortization increased [removed: $8.4] [added: $13.5] million, or [removed: 9.2%,] [added: 13.5%,] compared to the twelve months ended December 31, [removed: 2022.][added: 2023.]
The increase was [added: primarily] due to higher amortization of intangible assets from acquisitions, most notably [removed: Fox, offset by lower depreciation] [added: from a full year] of [removed: operating equipment and internal-use software.][added: acquisition costs of FPC Holdings, LLC ("Fox Pest Control", or "Fox").]
For the twelve months ended December 31, [removed: 2023,] [added: 2024,] operating income increased [removed: $89.8] [added: $74.0] million or [removed: 18.2%] [added: 12.7%] compared to the prior year.
As a percentage of revenue, operating income increased to [removed: 19.0%] [added: 19.4%] from [removed: 18.3%] [added: 19.0%] in the prior year.
The improvement in operating income as a percentage of [removed: sales] [added: revenue] is primarily driven by the improvement in gross profit discussed previously.
During the twelve months ended December 31, [removed: 2023,] [added: 2024,] interest expense, net increased [removed: $16.4] [added: $8.6] million compared to the prior year, due to the increase in the average debt balance associated primarily with the [added: share repurchase completed in the third quarter of 2023 and the] acquisition of Fox [removed: and] [added: in] the [removed: share repurchase completed during] [added: second quarter of] 2023.
During the twelve months ended December 31, [removed: 2023,] [added: 2024,] other income, net [removed: increased $13.9] [added: decreased $21.4] million primarily due to the Company recognizing a $15.5 million gain on the sale of certain businesses during 2023, [removed: offset by] [added: with no such gain on sale during 2024, and] lower gains [removed: from asset sales.][added: on sales of non-operational assets.]
The Company’s effective tax rate was [removed: 25.8%] [added: 26.0%] in [removed: 2023] [added: 2024] compared to [removed: 26.1%] [added: 25.8%] in [removed: 2022.][added: 2023.]
The [removed: 2023] [added: 2024] rate was [removed: favorably] [added: negatively] impacted by [removed: lower] [added: higher] state income taxes and [removed: federal tax credits] [added: foreign income taxes] compared to [removed: 2022.][added: 2023.]
Organic [removed: revenue is] [added: revenues are] calculated as [removed: revenue] [added: revenues] less the [removed: revenue] [added: revenues] from acquisitions completed within the prior 12 months and excluding the [removed: revenue] [added: revenues] from divested businesses.
Adjusted operating income and adjusted operating margin are calculated by adding back to [removed: the GAAP measures] [added: net income] those expenses resulting from the amortization of certain intangible [removed: assets and] [added: assets,] adjustments to the fair value of contingent consideration resulting from the acquisition of [removed: Fox Pest Control] [added: Fox,] and restructuring costs related to restructuring and workforce reduction plans.
Adjusted EBITDA and adjusted EBITDA margin are calculated by [added: further] adding back [removed: to net income interest, taxes, depreciation and amortization expense] those expenses resulting from the adjustments to the fair value of contingent consideration resulting from the acquisition of [removed: Fox Pest Control,] [added: Fox,] restructuring costs related to restructuring and workforce reduction plans, and [added: excluding] gains [added: and losses] on the sale of [added: non-operational assets and gains on the sale of] businesses.
Adjusted net income and adjusted EPS are calculated by adding back [removed: those acquisition-related expenses,] [added: to the GAAP measures amortization of certain intangible assets, adjustments to the fair value of contingent consideration resulting from the acquisition of Fox Pest Control, and] restructuring [removed: costs,] [added: costs related to restructuring] and [added: workforce reduction plans, and excluding] gains [added: and losses] on the sale of [removed: businesses to] [added: non-operational assets and gains on] the [removed: GAAP measures] [added: sale of businesses,] and by further subtracting the tax impact of those [removed: expenses and/or gains.][added: expenses, gains, or losses.]
Management uses adjusted [removed: operating income, adjusted operating margin, adjusted net income, adjusted EPS, EBITDA, EBITDA margin, adjusted EBITDA, adjusted] [added: incremental] EBITDA [removed: margin, and free cash flow] [added: margin] as [removed: measures] [added: a measure] of operating performance because this measure allows the Company to compare performance consistently over various periods.
Management [removed: also] uses organic [added: revenues, and organic] revenues [added: by type] to compare revenues over various periods excluding the impact of acquisitions and divestitures.
Caution Regarding Forward-Looking Statements
This Annual Report on Form 10-K as well as other written or oral statements by the Company may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.
We have based these forward-looking statements on our current opinions, expectations, intentions, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business.
Although we believe that these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations.
Generally, statements that do not relate to historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
The words “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, statements regarding:
- expectations with respect to our financial and business performance and strategy;
- expansion efforts and growth opportunities, including, but not limited to, organic growth and recent and future acquisitions in the United States and in foreign markets where we have a presence and integration efforts with respect to recent acquisitions;
- our belief that we are starting 2025 with favorable demand and demand will continue to be solid;
- our belief that we compete effectively and favorably with our competitors;
- our alignment around the key strategic areas that will enable us to grow faster than our market, position our business for the future, and deliver value for all stakeholders and our ability to execute on our strategic plan;
- the impact of inflation, changing interest rates, tariffs, trade disputes, foreign exchange rate risk, business interruptions due to natural disasters and changes in the weather patterns, seasonality, employee shortages, and supply chain issues;
- our belief that we maintain a sufficient level of products, materials, and other supplies and have qualified comparable products and materials and our ability to foresee potential supply disruptions;
- expectations with respect to new and innovative products and services;
- our approach to human capital management, including training, development, retention, inclusion, and engaging with our local communities;
- continuously improving our safety culture and monitoring safety goals, including, but not limited to, our proactive approach with respect to safety and risk management;
- our policies and procedures that are designed to identify, assess, and manage material risks arising from cybersecurity incidents;
- new information technology systems and technology will lead to new or improving business capabilities and streamline business processes, financial reporting, and acquisition integration;
- expectations with respect to interest costs and effective tax rates;
- our robust pipeline for acquisitions;
- our focus on continuous improvement initiatives to enhance profitability across our business;
- the underlying health of core pest control markets;
- our focus on pricing, ongoing modernization efforts, and a culture of continuous improvement should support healthy incremental margins;
- sufficiency of current cash and cash equivalents balances, future cash flows, and available borrowings under our Credit Facility to finance our current and future operations;
- our belief that the Company has adequate liquid assets, funding sources and insurance accruals to accommodate potential future insurance claims;
- our approach to capital allocation inclusive of our intent to pay cash dividends to common shareholders and to invest in acquisitions;
- our belief that no pending or threatened claim, proceeding, litigation, regulatory action or investigation, either alone or in the aggregate, including, but not limited to, the investigation by certain California governmental authorities regarding compliance with environmental regulations and claims filed under California's Private Attorneys General Act, will have a material adverse effect on our financial position, results of operations or liquidity;
- the suitability and adequacy of our facilities to meet our current and reasonably anticipated future needs; and
- estimates, assumptions, and projections related to our application of critical accounting policies, described in more detail under “Critical Accounting Estimates.”
These forward-looking statements are based on information available as of the date of this report, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties.
Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements including, but not limited to, those described in Item 1A “Risk Factors” of Part I, Item 7 “Management’s Discussion and Analysis of Financial condition and Results of Operations” of Part II, and elsewhere in this Annual Report on Form 10-K for our fiscal year ended December 31, 2024 and may also be described from time to time in our future reports filed with the SEC.
Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required by law.
We continue to focus on the development of our people.
During 2024, we continued to make strategic improvements to both our support functions, as well as the customer-facing side of our business, by hiring and onboarding the right people
into the right roles.
Additionally, we upgraded our training and onboarding programs to help improve our overall teammate retention.
We remain committed to developing exceptional talent and investing in our teams.
We completed 44 acquisitions in 2024, including 32 acquisitions and 12 franchise buybacks, driving inorganic growth at our brands both domestically and internationally.
*Tax Legislation Developments*
During 2023, we focused on the safety of our people.
We are continuously improving our safety culture and monitoring our measurable safety goals.
For example, throughout the year we made considerable progress with respect to the implementation and adoption of our driver safety application, which monitors driver behaviors once a vehicle is in motion.
Our average driver safety score for drivers that we monitor showed improvement in 2023.
We also executed a restructuring program during the year to modernize our workforce and enable us to make more strategic improvements in our support functions.
We remain committed to developing exceptional talent and investing in our teams, including a focus on strategic hiring in both support functions, as well as the customer-facing side of our business.
We completed the acquisition of Fox Pest Control ("Fox"), one of the largest acquisitions in the Company's history, for $339.5 million.
We also completed 23 additional acquisitions in 2023, driving inorganic growth at several of our brands.
| Revenues | | | $ | 3,073,278 | | | | | $ | 2,695,823 | | | | | $ | 377,455 | | 14.0 | | % |
| Gross profit (1) | | | $ | 1,603,407 | | | | | $ | 1,387,424 | | | | | $ | 215,983 | | 15.6 | | % |
| EPS | | | $ | 0.89 | | | | | $ | 0.75 | | | | | $ | 0.14 | | 18.7 | | % |
| Operating cash flow | | | $ | 528,366 | | | | | $ | 465,930 | | | | | $ | 62,436 | | 13.4 | | % |
| Adjusted operating income (2) | | | $ | 604,217 | | | | | $ | 493,388 | | | | | $ | 110,829 | | 22.5 | | % |
| Adjusted net income (2) | | | $ | 439,080 | | | | | $ | 368,599 | | | | | $ | 70,481 | | 19.1 | | % |
| Adjusted EPS (2) | | | $ | 0.90 | | | | | $ | 0.75 | | | | | $ | 0.15 | | 20.0 | | % |
| Adjusted EBITDA (2) | | | $ | 697,958 | | | | | $ | 592,881 | | | | | $ | 105,077 | | 17.7 | | % |
| Free cash flow (2) | | | $ | 495,901 | | | | | $ | 435,302 | | | | | $ | 60,599 | | 13.9 | | % |

Comparing 2023 to 2022, organic revenue* growth was 8.2% while acquisitions drove 5.9% of total growth.
We continue to maintain a very healthy balance sheet that positions us well to continue to invest in growth initiatives across our business as we enter 2024, From an organic perspective, we are proactively managing pricing across our portfolio.
Additionally, while lead generation and the overall demand environment are healthy to start the new year, we continue to navigate the negative impact of a colder January in certain parts of our business.
*Gross Profit*
The acquisition of Fox drove 20 basis points of leverage in 2023.
Excluding this, gross margin improved 50 basis points as pricing more than offset increases in our cost structure.
Looking specifically at people related costs, materials and supplies, and fleet, which comprise 87% of total cost of services, we saw an improvement of 90 basis points associated with leverage in these categories, as pricing more than offset inflationary pressures.
Insurance and claims experience decreased gross margins in 2023 by 10 basis points.
We expect the normal seasonality to drive lower gross profit margins in the first and fourth quarters of 2024 relative to the second and third quarters on the lower level of business activity.
The increase is driven by people-related costs, advertising and selling expenses associated with growth initiatives.
As a percentage of revenue, SG&A was consistent at 29.8% in 2023 and 2022, as we continue to manage our cost structure while investing in growth initiatives.
This effort resulted in expense of approximately $5.2 million in the year.
The large majority of the costs incurred are related to severance-related costs for employees who were terminated as part of this effort.
The changes were primarily across corporate-related functions and will enable us to make more strategic improvements in our support functions.
We expect the first and fourth quarters to represent our lowest level for margins and profitability due primarily to the lower level of volume generated in those quarters due to the impact of seasonality.
Debt levels and corresponding interest expense are expected to remain elevated in the first half of 2024 due primarily to the higher level of debt associated with the acquisition of Fox and the share repurchases during 2023.
The Company has used the non-GAAP financial measures of organic revenues, adjusted operating income, adjusted operating margin, adjusted net income, and adjusted earnings per share (“EPS”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, and free cash flow in this Form 10-K.
Set forth below is a reconciliation of the non-GAAP financial measures contained in this report with their most directly comparable GAAP measures (in thousands, except per share data and margins).
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 2023 | | | | | | 2022 (1) | | | | | | $ | | | | | | % | | |
| Revenues | | | | | | $ | 3,073,278 | | | | | $ | 2,695,823 | | | | | 377,455 | | | | | | 14.0 | | |
| Revenues from acquisitions | | | | | | (159,919) | | | | | | — | | | | | | (159,919) | | | | | | 5.9 | | |
An excerpt. Shown here: 40 of 105 rewritten, 40 of 224 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
1 rewritten, 0 added, 1 removed, 6 unchanged
As of December 31, [removed: 2023,] [added: 2024,] the Company had outstanding borrowings of [removed: $493.0] [added: $397.0] million under the Credit Facility.
For a discussion of the Company’s activities to manage risks relative to fluctuations in foreign currency exchange rates, see Note 1, Summary of Significant Accounting Policies to the accompanying financial statements.
Item 1. Business
113 rewritten, 34 added, 45 removed, 287 unchanged
- [removed: *Termite*:] [added: *Termite and Ancillary*:] Termite protection services and ancillary services [added: (wildlife exclusion, crawlspace encapsulation and moisture remediation, insulation)] for both residential and commercial customers.
This means not only investing in competitive wages and benefits, but also providing tools, training and development opportunities that drive a high level of [removed: employee] [added: teammate] engagement.
We believe that our alignment around the key strategic areas will enable us to grow faster than our market, position our business for the future, and deliver value for all stakeholders, including our customers, our [removed: employees,] [added: teammates,] our communities and our shareholders.
Our scale enables delivery of great service and provides a significant and reinforcing competitive advantage through (i) comprehensive capabilities to win new residential and commercial accounts, (ii) technology investments for operations optimization and enhanced customer experience, (iii) [added: a diverse portfolio of brands of varying sizes of which to innovate, test, learn, and grow or expand, particularly when it comes to emerging technology, (iv)] route density to manage variable costs, and [removed: (iv)] [added: (v)] financial flexibility to generate organic growth and pursue [removed: M&A.][added: acquisitions.]
The majority of our business runs [added: on] our proprietary Branch Operating Support System (“BOSS”), which offers a back-end interface to facilitate service tracking and payment processing for technicians.
Our [removed: employees] [added: teammates] are critical to delivering an outstanding customer experience, and we are highly focused on providing our team with best-in-class training and development opportunities.
In addition to in-person training, the Rollins Learning Center offers on-demand training sessions that [removed: employees] [added: teammates] can access from anywhere in the world that are produced at our on-site, state-of-the-art broadcast studio.
Our unique programs contribute to our position as an employer of choice and have earned us recognition from Training magazine among the Top 125 U.S. Training Companies 17 times in the past [removed: 21] [added: 22] years.
Our [removed: Chairman,] [added: Executive Chairman Emeritus,] Gary Rollins, is the son of Rollins, Inc. co-founder O.
Wayne Rollins and has spent his entire career with the Company, serving as Chief Executive Officer (“CEO”) from 2001 to [removed: 2022.][added: 2022 and Executive Chairman]
John Wilson, having served in various roles of increasing responsibility at the Company for over [removed: 26] [added: 27] years, [added: currently] serves as [removed: Vice] [added: Executive] Chairman of the [removed: Company.][added: Company effective January 1, 2025.]
[removed: Effective January 1, 2023,] Jerry Gahlhoff, Jr. [removed: assumed the role of CEO and now] [added: currently] serves as President and CEO.
[added: Mr. Gahlhoff has extensive knowledge of the] Company’s business and industry, having served in various roles of increasing responsibility at HomeTeam and the Company, collectively, for over [removed: 22] [added: 23] years.
[added: -] Kenneth Krause has served as the Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] of the Company since September 2022.
Mr. Krause brings over [removed: eight] [added: nine] years of public company Chief Financial Officer experience and over [removed: 20] [added: 21] years of global finance and strategy experience.
Ms. Chandler brings over [removed: 35] [added: 36] years of legal experience.
[added: -] Pat Chrzanowski, President of Orkin US, joined the Company in 2007 and has over [removed: 21] [added: 22] years of pest control experience.
[removed: Steve Leavitt,] [added: - Stanford Phillips,] President of Rollins Brands, joined the Company in [removed: 1994] [added: 2017] and has over [removed: 28] [added: 20] years of pest control experience.
[added: -] Thomas Tesh joined the Company in 2012 and [removed: served] [added: currently serves] as [removed: the] [added: Senior Group] Vice President [removed: of Information Technology from 2012 to 2020, then as] [added: and] Chief [removed: Information Officer from 2020-2023.][added: Administrative Officer.]
Mr. Tesh brings over [removed: 23] [added: 24] years of pest control experience.
In [removed: 2023,] [added: 2024,] we saw revenue growth in our company-owned operations in Canada, Australia, [removed: and] the United [removed: Kingdom.][added: Kingdom, and Singapore.]
International franchise agreements totaled [removed: 86, 89 and 103] [added: 87] as of December 31, [removed: 2023, 2022 and 2021, respectively.][added: 2024.]
Over the last three years, we have completed [removed: approximately 90] [added: 99] acquisitions, including [removed: 24] [added: 44] acquisitions in [removed: 2023.][added: 2024.]
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 of our pest and termite control operations during such periods as evidenced by the following [removed: chart.][added: table.]
| (in thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| First Quarter | | | $ | [removed: 658,015] [added: 748,349] | | | | | $ | [removed: 590,680] [added: 658,015] | | | | | $ | [removed: 535,554] [added: 590,680] | |
| Second Quarter | | | [removed: 820,750] [added: 891,920] | | | | | | [removed: 714,049] [added: 820,750] | | | | | | [removed: 638,204] [added: 714,049] | | |
| Third Quarter | | | [removed: 840,427] [added: 916,270] | | | | | | [removed: 729,704] [added: 840,427] | | | | | | [removed: 650,199] [added: 729,704] | | |
| Fourth Quarter | | | [removed: 754,086] [added: 832,169] | | | | | | [removed: 661,390] [added: 754,086] | | | | | | [removed: 600,343] [added: 661,390] | | |
| Year to date | | | $ | [removed: 3,073,278] [added: 3,388,708] | | | | | $ | [removed: 2,695,823] [added: 3,073,278] | | | | | $ | [removed: 2,424,300] [added: 2,695,823] | |
We proactively work with our supplier base and in [removed: 2023,] [added: 2024,] we hosted [removed: our first ever Supplier] [added: a Partner] Summit, with over 30 of our top suppliers in attendance at our corporate headquarters, to enhance collaboration and strategic relationships.
Our major competitors include Rentokil, Ecolab, Anticimex, and numerous other regional [added: and local] companies.
We utilize the relationships with our manufacturers and materials suppliers to provide new and innovative products and services, coupled with in-depth reviews by our tenured Entomology Department to [removed: ensure] [added: confirm] they meet our strict requirements.
We also conduct [removed: tests] [added: evaluations] of new products with the specific manufacturers of such products and we rely on research performed by leading universities.
As of December 31, [removed: 2023,] [added: 2024,] the Company had [removed: 19,031] [added: 20,265] employees.
Approximately [removed: 17,100] [added: 18,270] of our employees were located in the United States, with approximately [removed: 15,420] [added: 16,250] employees at U.S. branch offices.
| At December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Employees | | | [removed: 19,031] [added: 20,265] | | | | | | [removed: 17,515] [added: 19,031] | | | | | | [removed: 16,482] [added: 17,515] | | |
This includes establishing effective succession planning to support our business [added: growth plans.]
Since the program was established in 2018, we have graduated a total of [removed: 85] [added: 112] senior leaders in [removed: five] [added: six] different RMDP classes with continued successes.
We have made investments to evolve and modernize BOSS capabilities to standardize for efficiency, while continuing to deliver differentiating and exceptional customer and employee experiences.
Additionally, InSite, a proprietary web reporting capability unique to our commercial customers, provides a competitive advantage and supports the growth of our commercial division.
from 2020 to 2024.
Additional members of our Executive Leadership Team include:
- Elizabeth Chandler joined the Company in 2013 and currently serves as our Chief Legal Officer.
- Renee Pearson joined the Company in 2023 and currently serves as Group Vice President and Chief Information Officer.
Ms. Pearson brings over 20 years of information technology leadership experience.
- Clay Scherer joined the Company in 2024 and currently serves as Group Vice President, Technical Services.
Mr. Scherer brings over 30 years of global pest markets experience.
- Jamie Benton joined the Company in 2014 and currently serves as Group Vice President, Human Resources.
Mr. Benton brings 22 years of Human Resources experience.
We had a total of 140 domestic franchise agreements as of December 31, 2024.
In April of 2024, we integrated responsibility for Workplace Inclusion to our Talent Management department, and in June of 2024, we hired a Senior Manager of Workplace Inclusion.
We have established five ERGs:
- P.E.A.C.E.: Promoting Equality, Acceptance and Cultural Empowerment through networking, team building, and allyship to foster an inclusive and respectful environment that celebrates the diverse cultures represented within the workforce.
Adapting to feedback provided by our teammates about the needs of themselves and their families, in 2023, we increased our investment in mental health and wellness services that are offered at no cost.
We set measurable safety goals and have made improvements so that our tracking is timely and user friendly for our field leaders.
In 2024, we continued our focus on improving driver safety scores.
This resulted in improvement in our average driver safety score for 2024.
In addition, we launched several training programs for our new teammates focused on driver safety as well as general safety onboarding.
Our brands work closely with their local communities to create an impact through outreach, volunteerism, and donations.
Rollins is proud to be #6 in corporate contributors to United Way’s Child Well-Being Mission Fund for 2024.
Our support helps fund both a volunteer coordinator for the Foundation and community service events hosted for the citizens of Grove Park.
In addition, the use of certain pesticide products is also
We currently conduct business in international markets, with approximately 7% of our 2024 revenues derived from our international operations.
These could include 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 parties; significant operational disruptions that result from a cybersecurity incident; or vulnerabilities through the use of evolving tools such as Artificial Intelligence.*
We have processes to address risks of a key
For example, the State of California has enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related disclosures, and other states are also considering similar measures.
Also, the SEC has issued final rules, which are currently stayed pending judicial review; however, if implemented as proposed, these rules would significantly increase our climate-related disclosure obligations.
We are assessing our obligations under these proposed and enacted rules in the United States and around the world and expect that compliance could require substantial effort in the future.
Such incidents could also have the effect of destabilizing or increasing our insurance costs and financial reserves.
country.
We may be impacted by geopolitical tensions and conflicts, including changes to trade policies and regulations, such as tariffs.
The Company also has a cross-functional group of representatives
We were also recognized by the Top Workplaces program as a top workplace on both a national and local level.
This marks the seventh consecutive year to be recognized in Atlanta.
Mr. Gahlhoff has extensive knowledge of the
Elizabeth Chandler has served as the Vice President, General Counsel since she joined the Company in 2013 and as Corporate Secretary since 2018.
He has served as Chief Information and Administrative Officer beginning in 2023.
We had a total of 138, 137 and 135 domestic franchise agreements as of December 31, 2023, 2022 and 2021, respectively.
growth plans.
Additionally, we changed various policies, practices and programs to be more inclusive, we recognized cultural holidays and events that are celebrated by our employees throughout the year, and we launched our first Employee Resource Groups (ERGs).
Thus far, we have established the following ERGs:
- P.E.A.C.E.: To build community for People who Embrace and Advocate for Cultural Equity through networking, team building, and allyship to foster a racially inclusive workplace so that all people can have thriving careers at Rollins.
Our employees can take advantage of a range of benefits, including healthcare and wellness programs, vacation and leave of absence benefits including paid sick/personal time off, a 401(k) match, our Employee Stock Purchase Program (ESPP), personal
We have set measurable safety goals and are expanding our tracking mechanisms to ensure compliance.
Additionally, we are constantly reviewing and refining safety policies and procedures to ensure they remain efficient and relevant.
For example, throughout 2023 we made considerable progress with respect to the implementation and adoption of our driver safety application.
We are pleased that in 2023, our average driver safety score for drivers that we monitor showed improvement.
We continue our work to increase safety awareness and training, while recognizing and rewarding those that are the safest.
We created Rollins United in 2019 to unify our brands’ philanthropic visions and consolidate our community outreach efforts.
Additionally, many of our operations engage regularly with their local community efforts throughout the year.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Annual Report on Form 10-K contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties concerning the business and financial results of Rollins, Inc. We have based these forward-looking statements largely on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business.
Forward-looking statements can be identified by words such as: “may,” “should,” “will,” “expect,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “project,” “estimate,” “aim,” “continue,” “continually,” “could,” “likely,” “design,” “strategies,” “outlook,” “trend,” the negative of such terms and different forms thereof (e.g., different tenses or number or principle parts, as well as gerunds and other parts of speech such as adjectives, adverbs and nouns derived therefrom), and similar expressions used in this document that do not relate to historical facts.
Such forward-looking statements include, but are not limited to, statements regarding: (1) our investments in proprietary routing and scheduling technologies to increase our competitive advantage; (2) our belief that we will continue to expand our international presence through organic growth, acquisitions, and our international franchise programs and our belief that such geographic diversity allow us to increase brand recognition, meet demands of global customers and draw on business and technical expertise from teams in several countries, as well as access new markets; (3) our acquisition strategy targets high quality, profitable businesses with strong leadership that would benefit from incremental growth capital and has the potential to achieve margin expansion through cost and revenue synergies: (4) our belief that we maintain a sufficient level of products, materials and other supplies to fulfill our immediate servicing needs and to alleviate any potential short-term shortage in availability from our national network of suppliers and we have qualified comparable products and materials for key categories to have alternatives ready as needed; (5) our ability to foresee and quickly adapt to potential supply disruptions because of our strong direct partnerships with product manufacturers, distributors, and visibility into the inventories, ordering and distribution of materials and supplies; (6) our ability to maintain adequate supplies for our field operations without a significant investment in warehousing and inventory because of the use of an innovative and industry changing distribution model and technology; (7) our belief that we compete effectively and favorably with our competitors as one of the world’s largest pest and termite control companies; (8) our belief that our competitive advantage is largely attributable to the technical, marketing, and sales competence and capabilities of our employees, rather than on any individual trademark and our belief that the expiration or loss of any single trademark or intellectual property right would not be material to our business as a whole; (9) our belief that one of the largest contributors to our success is the quality of our people and our belief that the
development and retention of high-quality talent leads to a better customer experience and better customer retention; (10) we are continuously improving our safety culture and monitoring our measurable safety goals; (11) our acquisitions may continue to be an important element of our business strategy; (12) our belief that maintaining and enhancing our brands increases our ability to enter new markets and launch new and innovative services that better serve the needs of our customers; (13) our ability to remain productive and profitable will depend substantially on our ability to compete with other pest control and service companies to attract, adequately train, and retain skilled workers and key employees (including executive officers), create leadership opportunities, and successfully implement diversity, equity and inclusion initiatives; (14) new information technology systems and technology will lead to new or improving business capabilities and streamline business processes, financial reporting, and acquisition integration; (15) an element of our business includes further expansion in international markets; (16) our plans to continue to monitor pandemics and plans to 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 and customers; (17) the suitability and adequacy of our facilities to meet our current and reasonably anticipated future needs; (18) our belief that no pending claim, proceeding or litigation, regulatory action or investigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or liquidity; (19) our belief that we establish sufficient loss contingency reserves based upon outcomes of such pending claims, proceedings or litigation that we currently believe to be probable and reasonably estimable; (20) our expectation that we will continue to pay cash dividends to the common stockholders, subject to the earnings and financial condition of the Company and other relevant factors; (21) our plans to continue to carry out various strategies previously implemented to help mitigate the impact of certain economic disruptors (such as high inflation, increases in interest rates, business interruptions due to natural disasters and changes in weather patterns, employee shortages and supply chain issues); (22) our belief that we are starting 2024 with favorable demand and a healthy balance sheet that positions us well to continue to invest in growth programs; (23) our belief that pricing efforts helped offset inflationary pressures we experienced in people associated cost; (24) our belief that our current cash and cash equivalents balances, future cash flows expected to be generated from operating activities, and available borrowings under our Credit Facility will be sufficient to finance our current operations and obligations, and fund expansion of the business for the foreseeable future; (25) our belief that we have adequate liquid assets, funding sources and insurance accruals to accommodate claims related to the retained loss program subject to assumptions and judgments as discussed under "Critical Accounting Estimates"; (26) our belief that our foreign exchange rate risk will not have a material impact upon our results of operations going forward; (27) our belief that we maintain adequate liquidity and capital resources, without regard to our foreign deposits, to finance domestic operations and obligations and to fund expansion of our domestic business; (28) our belief that the FPC Holdings, LLC acquisition will expand the Rollins family of brands and drive long term value; (29) our expectation to continue our payment of cash dividends, subject to our earnings and financial condition and other relevant factors; (30) the expected impact and amount of our contractual obligations; (31) our expectations regarding termite claims and factors that impact future costs from those claims; (32) the expected collectability of accounts receivable; (33) our belief that our tax positions are fully supportable; (34) our beliefs about our accounting policies and the impact of recent accounting pronouncements; (35) our reasonable certainty that we will exercise the renewal options on our vehicle leases; (36) expectations regarding the recognition of compensation costs related to performance-based shares as well as time-lapse restricted shares; (37) our ability to be proactive in safety and risk management to develop and maintain ongoing programs to reduce and prevent incidents and claims under our insurance programs and arrangements; (38) our potential suspension of future services for customers with past due balances; (39) any implication that our trends of seasonality will continue to hold true in the future (i.e., that profit will be lower in the first and fourth quarters and higher in the second and third quarters); (40) statements regarding our mission to have a culture of inclusion, where all individuals feel respected, are treated fairly, with an equitable opportunity to excel, and description of our plans to create and enhance inclusion in the workplace; (41) statements regarding our leadership development and successor planning; (42) our policies and procedures that are designed to identify, assess, and manage material risks arising from cybersecurity incidents; (43) our belief that the outcome of the investigations by certain local California governments regarding management of hazardous waste and pesticide disposal will not have a material adverse effect on our financials; (44) our strategic objectives described in Item 1, Part 1 (“Business”) and Item 7, Part II (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”); (45) our intention to continue to grow the business in foreign markets in the future through reinvestment of foreign deposits and future earnings as well as acquisitions of unrelated companies; (46) our assertion that foreign cash earnings in excess of working capital and cash needed for strategic investments and acquisitions are not intended to be indefinitely reinvested offshore; (47) estimates, assumptions and projections related to our application of critical accounting policies, including those related to the accrued loss program and reserves related to same, goodwill, and acquisitions, described in more detail below under “Critical Accounting Estimates."
Forward-looking statements are based on information available at the time those statements are made.
These statements are not guarantees of future performance and are subject to risks and uncertainties beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those
indicated by the forward-looking statements.
These risks and uncertainties include, but are not limited to, those described in Item 1A "Risk Factors" of Part I, Item 7 “Management’s Discussion and Analysis of Financial condition and Results of Operations” of Part II, and elsewhere in this Annual Report on Form 10-K for our fiscal year ended December 31, 2023 and may also be described from time to time in our future reports filed with the SEC.
You should not rely on our forward-looking statements.
The Company does not undertake to update its forward-looking statements.
The increase in pest
Our IT systems also contain our and our wholly-owned subsidiaries’
These regulations may also apply to our third-party suppliers.
In particular, the US is considering the enactment of legislative and regulatory proposals that would impose requirements on greenhouse gas emissions.
Such laws, if enacted, are likely to impact our business in a number of ways.
For example, we use gasoline and electricity in conducting our operations.
Increased government regulations to limit
carbon dioxide and other greenhouse gas emissions may result in increased compliance costs and legislation or regulation affecting energy inputs, which could materially affect our profitability.
Further the SEC has proposed rule amendments that would implement a framework for reporting of climate-related risks and create new climate-related disclosure obligations for all registrants, including us.
We expect that any such decreases could also have the effect of stabilizing or reducing our insurance costs.
violations, (7) claims related to environmental matters, and (8) claims related to additional laws and regulations.
An excerpt. Shown here: 40 of 113 rewritten, all 34 added and 40 of 45 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings.
2 rewritten, 1 added, 0 removed, 16 unchanged
These matters may involve, but are not limited to, allegations that our services or vehicles caused damage or injury, claims that our services did not achieve the desired [removed: results,] [added: results (including] claims [added: that we are responsible for termite damage to a structure), claims] related to acquisitions and allegations by federal, state or local authorities, including taxing authorities, of violations of regulations or statutes.
The Company has received a notice of alleged violations and information requests from local governmental authorities in California for our Orkin and Clark Pest Control operations and is currently working with several local governments regarding compliance with environmental regulations [removed: governing the management of hazardous waste and pesticide disposal.]
governing the management of hazardous waste and pesticide disposal.
Cover and table of contents
29 rewritten, 13 added, 5 removed, 56 unchanged
[removed: ANNUAL] [added: | x | | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 | | |]
[removed: FOR THE FISCAL YEAR ENDED DECEMBER] [added: For the fiscal year ended December] 31, [removed: 2023][added: 2024]
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and [removed: emerging] [added: “emerging] growth [removed: company] [added: company”] in Rule 12b-2 of the Exchange Act.
The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates on June 30, [removed: 2023] [added: 2024] was [removed: $10,383,238,055] [added: $13,610,264,265] based on the reported last sale price of common stock on June [removed: 30, 2023,] [added: 28, 2024,] which is the last business day of the registrant’s most recently completed second fiscal quarter.
Rollins, Inc. had [removed: 483,885,114] [added: 484,224,958] shares of Common Stock outstanding as of January 31, [removed: 2024.][added: 2025.]
Portions of the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of Rollins, Inc. are incorporated by reference into Part III, Items [removed: 10-14.][added: 10-14 of this Form 10-K to the extent described herein.]
For the Year Ended December 31, [removed: 2023][added: 2024]
| [Item [removed: 1.](#i9eccd550acd1409894b0078cbac0c9f7_13)] [added: 1.](#ica465a1377744acaa62770ca1cca3d52_13)] | | | | | | [removed: [Business.](#i9eccd550acd1409894b0078cbac0c9f7_13)] [added: [Business.](#ica465a1377744acaa62770ca1cca3d52_13)] | | | [removed: [3](#i9eccd550acd1409894b0078cbac0c9f7_13)] [added: [3](#ica465a1377744acaa62770ca1cca3d52_13)] | | |
| [Item [removed: 1.A.](#i9eccd550acd1409894b0078cbac0c9f7_16)] [added: 1.A.](#ica465a1377744acaa62770ca1cca3d52_16)] | | | | | | [Risk [removed: Factors.](#i9eccd550acd1409894b0078cbac0c9f7_16)] [added: Factors.](#ica465a1377744acaa62770ca1cca3d52_16)] | | | [removed: [12](#i9eccd550acd1409894b0078cbac0c9f7_16)] [added: [10](#ica465a1377744acaa62770ca1cca3d52_16)] | | |
| [Item [removed: 1.B.](#i9eccd550acd1409894b0078cbac0c9f7_19)] [added: 1.B.](#ica465a1377744acaa62770ca1cca3d52_19)] | | | | | | [Unresolved Staff [removed: Comments.](#i9eccd550acd1409894b0078cbac0c9f7_19)] [added: Comments.](#ica465a1377744acaa62770ca1cca3d52_19)] | | | [removed: [19](#i9eccd550acd1409894b0078cbac0c9f7_19)] [added: [17](#ica465a1377744acaa62770ca1cca3d52_19)] | | |
| [Item [removed: 1.C.](#i9eccd550acd1409894b0078cbac0c9f7_594)] [added: 1.C.](#ica465a1377744acaa62770ca1cca3d52_22)] | | | | | | [removed: [Cybersecurity](#i9eccd550acd1409894b0078cbac0c9f7_594)] [added: [Cybersecurity](#ica465a1377744acaa62770ca1cca3d52_22)] | | | [removed: [19](#i9eccd550acd1409894b0078cbac0c9f7_594)] [added: [17](#ica465a1377744acaa62770ca1cca3d52_22)] | | |
| [Item [removed: 2.](#i9eccd550acd1409894b0078cbac0c9f7_22)] [added: 2.](#ica465a1377744acaa62770ca1cca3d52_25)] | | | | | | [removed: [Properties.](#i9eccd550acd1409894b0078cbac0c9f7_22)] [added: [Properties.](#ica465a1377744acaa62770ca1cca3d52_25)] | | | [removed: [20](#i9eccd550acd1409894b0078cbac0c9f7_22)] [added: [18](#ica465a1377744acaa62770ca1cca3d52_25)] | | |
| [Item [removed: 3.](#i9eccd550acd1409894b0078cbac0c9f7_25)] [added: 3.](#ica465a1377744acaa62770ca1cca3d52_28)] | | | | | | [Legal [removed: Proceedings.](#i9eccd550acd1409894b0078cbac0c9f7_25)] [added: Proceedings.](#ica465a1377744acaa62770ca1cca3d52_28)] | | | [removed: [20](#i9eccd550acd1409894b0078cbac0c9f7_25)] [added: [18](#ica465a1377744acaa62770ca1cca3d52_28)] | | |
| [Item [removed: 4.](#i9eccd550acd1409894b0078cbac0c9f7_28)] [added: 4.](#ica465a1377744acaa62770ca1cca3d52_31)] | | | | | | [Mine Safety [removed: Disclosures.](#i9eccd550acd1409894b0078cbac0c9f7_28)] [added: Disclosures.](#ica465a1377744acaa62770ca1cca3d52_31)] | | | [removed: [20](#i9eccd550acd1409894b0078cbac0c9f7_28)] [added: [19](#ica465a1377744acaa62770ca1cca3d52_31)] | | |
| [Item [removed: 5.](#i9eccd550acd1409894b0078cbac0c9f7_34)] [added: 5.](#ica465a1377744acaa62770ca1cca3d52_37)] | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i9eccd550acd1409894b0078cbac0c9f7_34)] [added: Securities.](#ica465a1377744acaa62770ca1cca3d52_37)] | | | [removed: [21](#i9eccd550acd1409894b0078cbac0c9f7_34)] [added: [20](#ica465a1377744acaa62770ca1cca3d52_37)] | | |
| [Item [removed: 6](#i9eccd550acd1409894b0078cbac0c9f7_37)] [added: 6](#ica465a1377744acaa62770ca1cca3d52_40)] | | | | | | [removed: [\[Reserved\]](#i9eccd550acd1409894b0078cbac0c9f7_37)] [added: [\[Reserved\]](#ica465a1377744acaa62770ca1cca3d52_40)] | | | [removed: [22](#i9eccd550acd1409894b0078cbac0c9f7_37)] [added: [21](#ica465a1377744acaa62770ca1cca3d52_40)] | | |
| [Item [removed: 7.](#i9eccd550acd1409894b0078cbac0c9f7_40)] [added: 7.](#ica465a1377744acaa62770ca1cca3d52_43)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i9eccd550acd1409894b0078cbac0c9f7_40)] [added: Operations.](#ica465a1377744acaa62770ca1cca3d52_43)] | | | [removed: [22](#i9eccd550acd1409894b0078cbac0c9f7_40)] [added: [21](#ica465a1377744acaa62770ca1cca3d52_43)] | | |
| [Item [removed: 7.A.](#i9eccd550acd1409894b0078cbac0c9f7_64)] [added: 7.A.](#ica465a1377744acaa62770ca1cca3d52_70)] | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i9eccd550acd1409894b0078cbac0c9f7_64)] [added: Risk.](#ica465a1377744acaa62770ca1cca3d52_70)] | | | [removed: [33](#i9eccd550acd1409894b0078cbac0c9f7_64)] [added: [36](#ica465a1377744acaa62770ca1cca3d52_70)] | | |
| [Item [removed: 8.](#i9eccd550acd1409894b0078cbac0c9f7_67)] [added: 8.](#ica465a1377744acaa62770ca1cca3d52_73)] | | | | | | [Financial Statements and Supplementary [removed: Data.](#i9eccd550acd1409894b0078cbac0c9f7_67)] [added: Data.](#ica465a1377744acaa62770ca1cca3d52_73)] | | | [removed: [34](#i9eccd550acd1409894b0078cbac0c9f7_67)] [added: [37](#ica465a1377744acaa62770ca1cca3d52_73)] | | |
| [Item [removed: 9.](#i9eccd550acd1409894b0078cbac0c9f7_148)] [added: 9.](#ica465a1377744acaa62770ca1cca3d52_166)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures.](#i9eccd550acd1409894b0078cbac0c9f7_148)] [added: Disclosures.](#ica465a1377744acaa62770ca1cca3d52_166)] | | | [removed: [71](#i9eccd550acd1409894b0078cbac0c9f7_148)] [added: [74](#ica465a1377744acaa62770ca1cca3d52_166)] | | |
| [Item [removed: 9.A.](#i9eccd550acd1409894b0078cbac0c9f7_151)] [added: 9.A.](#ica465a1377744acaa62770ca1cca3d52_169)] | | | | | | [Controls and [removed: Procedures.](#i9eccd550acd1409894b0078cbac0c9f7_151)] [added: Procedures.](#ica465a1377744acaa62770ca1cca3d52_169)] | | | [removed: [71](#i9eccd550acd1409894b0078cbac0c9f7_151)] [added: [74](#ica465a1377744acaa62770ca1cca3d52_169)] | | |
| [Item [removed: 9.B.](#i9eccd550acd1409894b0078cbac0c9f7_154)] [added: 9.B.](#ica465a1377744acaa62770ca1cca3d52_172)] | | | | | | [Other [removed: Information.](#i9eccd550acd1409894b0078cbac0c9f7_154)] [added: Information.](#ica465a1377744acaa62770ca1cca3d52_172)] | | | [removed: [72](#i9eccd550acd1409894b0078cbac0c9f7_154)] [added: [74](#ica465a1377744acaa62770ca1cca3d52_172)] | | |
| [Item [removed: 9.C.](#i9eccd550acd1409894b0078cbac0c9f7_157)] [added: 9.C.](#ica465a1377744acaa62770ca1cca3d52_178)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9eccd550acd1409894b0078cbac0c9f7_157)] [added: Inspections](#ica465a1377744acaa62770ca1cca3d52_178)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_157)] [added: [76](#ica465a1377744acaa62770ca1cca3d52_178)] | | |
| [Item [removed: 10.](#i9eccd550acd1409894b0078cbac0c9f7_163)] [added: 10.](#ica465a1377744acaa62770ca1cca3d52_184)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance.](#i9eccd550acd1409894b0078cbac0c9f7_163)] [added: Governance.](#ica465a1377744acaa62770ca1cca3d52_184)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_163)] [added: [76](#ica465a1377744acaa62770ca1cca3d52_184)] | | |
| [Item [removed: 11.](#i9eccd550acd1409894b0078cbac0c9f7_166)] [added: 11.](#ica465a1377744acaa62770ca1cca3d52_187)] | | | | | | [Executive [removed: Compensation.](#i9eccd550acd1409894b0078cbac0c9f7_166)] [added: Compensation.](#ica465a1377744acaa62770ca1cca3d52_187)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_166)] [added: [77](#ica465a1377744acaa62770ca1cca3d52_187)] | | |
| [Item [removed: 12.](#i9eccd550acd1409894b0078cbac0c9f7_169)] [added: 12.](#ica465a1377744acaa62770ca1cca3d52_190)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#i9eccd550acd1409894b0078cbac0c9f7_169)] [added: Matters.](#ica465a1377744acaa62770ca1cca3d52_190)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_169)] [added: [77](#ica465a1377744acaa62770ca1cca3d52_190)] | | |
| [Item [removed: 13.](#i9eccd550acd1409894b0078cbac0c9f7_172)] [added: 13.](#ica465a1377744acaa62770ca1cca3d52_193)] | | | | | | [Certain Relationships and Related Party Transactions, and Director [removed: Independence.](#i9eccd550acd1409894b0078cbac0c9f7_172)] [added: Independence.](#ica465a1377744acaa62770ca1cca3d52_193)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_172)] [added: [77](#ica465a1377744acaa62770ca1cca3d52_193)] | | |
| [Item [removed: 14.](#i9eccd550acd1409894b0078cbac0c9f7_175)] [added: 14.](#ica465a1377744acaa62770ca1cca3d52_196)] | | | | | | [Principal Accounting Fees and [removed: Services.](#i9eccd550acd1409894b0078cbac0c9f7_175)] [added: Services.](#ica465a1377744acaa62770ca1cca3d52_196)] | | | [removed: [73](#i9eccd550acd1409894b0078cbac0c9f7_175)] [added: [77](#ica465a1377744acaa62770ca1cca3d52_196)] | | |
| [Item [removed: 15.](#i9eccd550acd1409894b0078cbac0c9f7_181)] [added: 15.](#ica465a1377744acaa62770ca1cca3d52_202)] | | | | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules.](#i9eccd550acd1409894b0078cbac0c9f7_181)] [added: Schedules.](#ica465a1377744acaa62770ca1cca3d52_202)] | | | [removed: [74](#i9eccd550acd1409894b0078cbac0c9f7_181)] [added: [78](#ica465a1377744acaa62770ca1cca3d52_202)] | | |
(Mark One)
OR
| --- | --- | --- | --- | --- | --- |
| o | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |
For the transition period from ___________ to ___________
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| [Part I](#ica465a1377744acaa62770ca1cca3d52_10) | | | | | | | | | | | |
| [Part II](#ica465a1377744acaa62770ca1cca3d52_34) | | | | | | | | | | | |
| [Part III](#ica465a1377744acaa62770ca1cca3d52_181) | | | | | | | | | | | |
| [Part IV](#ica465a1377744acaa62770ca1cca3d52_199) | | | | | | | | | | | |
| | | | | | | [Signatures.](#ica465a1377744acaa62770ca1cca3d52_205) | | | [80](#ica465a1377744acaa62770ca1cca3d52_205) | | |
| [Part I](#i9eccd550acd1409894b0078cbac0c9f7_10) | | | | | | | | | | | |
| [Part II](#i9eccd550acd1409894b0078cbac0c9f7_31) | | | | | | | | | | | |
| [Part III](#i9eccd550acd1409894b0078cbac0c9f7_160) | | | | | | | | | | | |
| [Part IV](#i9eccd550acd1409894b0078cbac0c9f7_178) | | | | | | | | | | | |
| | | | | | | [Signatures.](#i9eccd550acd1409894b0078cbac0c9f7_184) | | | [77](#i9eccd550acd1409894b0078cbac0c9f7_184) | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
13 rewritten, 3 added, 3 removed, 18 unchanged
As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 8,118] [added: 8,135] holders of record of the Company’s common stock.
The Company did not repurchase shares on the open market during the quarter ended December 31, [removed: 2023.][added: 2024.]
The following table presents the Company's share repurchase activity for the period from October 1, [removed: 2023] [added: 2024] to December 31, [removed: 2023.][added: 2024.]
| October 1 to 31, [removed: 2023] [added: 2024] | | | | | | [removed: 1,213] [added: —] | | | | | | $ | [removed: 36.01] [added: —] | | | | | — | | | | | | 11,415,625 | | |
| November 1 to 30, [removed: 2023] [added: 2024] | | | | | | [removed: 1,293] [added: —] | | | | | | [removed: 43.02] [added: —] | | | | | | — | | | | | | 11,415,625 | | |
| December 1 to 31, [removed: 2023] [added: 2024] | | | | | | [removed: —] [added: 817] | | | | | | [removed: —] [added: 49.86] | | | | | | — | | | | | | 11,415,625 | | |
| Total | | | | | | [removed: 2,506] [added: 817] | | | | | | $ | [removed: 39.63] [added: —] | | | | | — | | | | | | 11,415,625 | | |
[removed: (1)Includes] [added: (1)Represents] shares withheld by the Company in connection with tax withholding obligations of its employees upon vesting of such [removed: employees’ equity] [added: employees' restricted stock] awards.
As of December 31, [removed: 2023,] [added: 2024,] the Company has a remaining authorization to repurchase 11.4 million shares of the Company's common stock under this program.
[removed: ][added: ]
*$100 invested on [removed: 12/31/18] [added: 12/31/19] in stock or index, including reinvestment of dividends.
Copyright© [removed: 2023] [added: 2024] Standard & Poor's, a division of S&P Global.
| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |
| Rollins Inc. | | | $ | 100.00 | | | | | $ | 178.51 | | | | | $ | 158.09 | | | | | $ | 170.87 | | | | | $ | 207.05 | | | | | $ | 222.65 | |
| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |
| S&P 500 Commercial Services & Supplies | | | 100.00 | | | | | | 120.98 | | | | | | 159.25 | | | | | | 150.76 | | | | | | 193.54 | | | | | | 229.12 | | |
| Rollins Inc. | | | $ | 100.00 | | | | | $ | 93.03 | | | | | $ | 166.06 | | | | | $ | 147.06 | | | | | $ | 158.95 | | | | | $ | 192.61 | |
| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |
| S&P 500 Commercial Services & Supplies | | | 100.00 | | | | | | 140.15 | | | | | | 169.56 | | | | | | 223.20 | | | | | | 211.29 | | | | | | 271.25 | | |
Item 8. Financial Statements and Supplementary Data
400 rewritten, 156 added, 129 removed, 720 unchanged
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and principal 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: 2023] [added: 2024] based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
[removed: Excluding the above,] [added: Based on this evaluation,] management’s assessment is that Rollins, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
The independent registered public accounting firm, Deloitte & Touche LLP has audited the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page [removed: [35](#i9eccd550acd1409894b0078cbac0c9f7_659).][added: [38](#ica465a1377744acaa62770ca1cca3d52_79).]
| President and Chief Executive Officer | | | | | | Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] | | |
| [removed: February 15, 2024] | | | [removed: | | |] [added: 2024] | | |
We have audited the internal control over financial reporting of Rollins, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control — Integrated Framework (2013) 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, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 15, 2024,] [added: 13, 2025,] expressed an unqualified opinion on those financial statements.
We are a public accounting firm registered with the [removed: PCAOB] [added: Public Company Accounting Oversight Board ("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 have audited the accompanying consolidated [removed: statement] [added: statements] of financial position of Rollins, Inc. and subsidiaries (the "Company") as of December 31, [added: 2024 and] 2023, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash [removed: flows] [added: flows,] for [added: each of] the [removed: year] [added: two years in the period] ended December 31, [removed: 2023,] [added: 2024,] and the related notes [removed: collectively] [added: (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, [added: 2024 and] 2023, and the results of its operations and its cash flows for [added: each of] the [removed: year] [added: two years in the period] ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.
We have also 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, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 15, 2024,] [added: 13, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.
We have audited the accompanying consolidated statement of financial position of Rollins, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2022 (not presented herein),] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for [removed: each of] the [removed: two years in the period ended December 31, 2022,] [added: year then ended,] and the related notes (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, [removed: 2022,] [added: 2022 (not presented herein),] and the results of its operations and its cash flows for [removed: each of] the [removed: two years in the period ended December 31, 2022,] [added: year then ended,] in conformity with accounting principles generally accepted in the United States of America.
[removed: February 16,] [added: | | | |] 2023 [added: | | |]
| [added: December 31,] | | | [removed: December 31, 2023] [added: 2024] | | | | | | [removed: December 31,] [added: 2023 | | | | | |] 2022 | | |
| Cash and cash equivalents | | | $ | [removed: 103,825] [added: 89,630] | | | | | $ | [removed: 95,346] [added: 103,825] | |
| Trade receivables, net of allowance for expected credit losses of [removed: $15,797] [added: $19,770] and [removed: $14,073,] [added: $15,797,] respectively | | | [removed: 178,214] [added: 196,081] | | | | | | [removed: 155,759] [added: 178,214] | | |
| Financed receivables, short-term, net of allowance for expected credit losses of [removed: $1,874] [added: $2,536] and [removed: $1,768,] [added: $1,874,] respectively | | | [removed: 37,025] [added: 40,301] | | | | | | [removed: 33,618] [added: 37,025] | | |
| Materials and supplies | | | [removed: 33,383] [added: 39,531] | | | | | | [removed: 29,745] [added: 33,383] | | |
| Other current assets | | | [removed: 54,192] [added: 77,080] | | | | | | [removed: 34,151] [added: 54,192] | | |
| Total current assets | | | [removed: 406,639] [added: 442,623] | | | | | | [removed: 348,619] [added: 406,639] | | |
| Equipment and property, net of accumulated depreciation of [removed: $360,421] [added: $382,266] and [removed: $333,298,] [added: $360,421,] respectively | | | [removed: 126,661] [added: 124,839] | | | | | | [removed: 128,046] [added: 126,661] | | |
| Goodwill | | | [removed: 1,070,310] [added: 1,161,085] | | | | | | [removed: 846,704] [added: 1,070,310] | | |
| Customer contracts, net | | | [removed: 386,152] [added: 383,092] | | | | | | [removed: 298,559] [added: 386,152] | | |
| Trademarks & tradenames, net | | | [removed: 151,368] [added: 149,895] | | | | | | [removed: 111,646] [added: 151,368] | | |
| Other intangible assets, net | | | [removed: 8,214] [added: 8,602] | | | | | | [removed: 8,543] [added: 8,214] | | |
| Operating lease right-of-use assets | | | [removed: 323,390] [added: 414,474] | | | | | | [removed: 277,355] [added: 323,390] | | |
| Financed receivables, long-term, net of allowance for expected credit losses of [removed: $3,728] [added: $6,150] and [removed: $3,200,] [added: $3,728,] respectively | | | [removed: 75,909] [added: 89,932] | | | | | | [removed: 63,523] [added: 75,909] | | |
| Other assets | | | [removed: 46,817] [added: 45,153] | | | | | | [removed: 39,033] [added: 46,817] | | |
| Total assets | | | $ | [removed: 2,595,460] [added: 2,819,695] | | | | | $ | [removed: 2,122,028] [added: 2,595,460] | |
| Accounts payable | | | $ | [removed: 49,200] [added: 49,625] | | | | | $ | [removed: 42,796] [added: 49,200] | |
| Accrued insurance – current | | | [removed: 46,807] [added: 54,840] | | | | | | [removed: 39,534] [added: 46,807] | | |
| Accrued compensation and related liabilities | | | [removed: 114,355] [added: 122,869] | | | | | | [removed: 99,251] [added: 114,355] | | |
| Unearned revenues | | | [removed: 172,380] [added: 180,851] | | | | | | [removed: 158,092] [added: 172,380] | | |
| Operating lease liabilities – current | | | [removed: 92,203] [added: 121,319] | | | | | | [removed: 84,543] [added: 92,203] | | |
| Other current liabilities | | | [removed: 101,744] [added: 115,658] | | | | | | [removed: 54,568] [added: 101,744] | | |
| Total current liabilities | | | [removed: 576,689] [added: 645,162] | | | | | | [removed: 493,784] [added: 576,689] | | |
| Accrued insurance, less current portion | | | [removed: 48,060] [added: 61,946] | | | | | | [removed: 38,350] [added: 48,060] | | |
| Operating lease liabilities, less current portion | | | [removed: 233,369] [added: 295,899] | | | | | | [removed: 196,888] [added: 233,369] | | |
| February 13, 2025 | | | | | | | | |
February 13, 2025
February 13, 2025
February 16, 2023 (except for Note 19, as to which the date is February 13, 2025)
| Net income | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 466,379 | | | | | | 466,379 | | |
| Unrealized gains on available for sale securities | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 146 | | | | | | — | | | | | | 146 | | |
| Cash dividends | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (298,131) | | | | | | (298,131) | | |
| Stock compensation | | | 562 | | | | | | 562 | | | | | | | | | | | | | | | | | | 34,701 | | | | | | — | | | | | | — | | | | | | 35,263 | | |
| Employee stock buybacks | | | (270) | | | | | | (270) | | | | | | | | | | | | | | | | | | (11,336) | | | | | | — | | | | | | — | | | | | | (11,606) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2024 | | | 484,372 | | | | | | $ | 484,372 | | | | | | | | | | | | | | | | | $ | 155,205 | | | | | $ | (43,634) | | | | | $ | 734,650 | | | | | $ | 1,330,593 | |
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Net income | | | $ | 466,379 | | | | | $ | 434,957 | | | | | $ | 368,599 | |
| Depreciation and amortization | | | 113,220 | | | | | | 99,752 | | | | | | 91,326 | | |
Segment Reporting—During 2024, we reorganized our operational leadership and management reporting structure.
| At December 31, | | | 2024 | | | | | | 2023 | | |
Cloud Computing Costs—The Company capitalizes software license fees and implementation costs associated with cloud hosting arrangements that are service contracts.
These amounts are included in other current assets and other assets in the accompanying balance sheets.
Amortization of the software license fees is calculated using the straight-line method over the term of the service contract.
Amortization of the implementation costs is calculated using the straight-line method based on the term of the service contract or based on the expected utilization of the asset and commences once the module or component is ready for its intended use.
We periodically evaluate the appropriateness of remaining
The Company completed its most recent annual impairment analysis as of October 1, 2024.
There were no goodwill or indefinite-lived intangible asset impairments recognized in the years ended December 31, 2024, 2023, and 2022.
We had a total of 140 domestic franchise agreements as of December 31, 2024.
Refer to Note 19.
Segment and Geographical Information for further details.
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses (DISE)", which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses.
The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
The requirements will be applied prospectively with the option for retrospective application.
Early adoption is permitted.
2024 Acquisitions
| Goodwill | | | 97,914 | | |
| Unearned revenue | | | (1,289) | | |
Included in the total consideration of $182.8 million are acquisition holdback liabilities and other contingent consideration of $20.9 million, as well as $3.1 million of notes payable issued as consideration.
The Company also made payments of $0.4 million related to prior year acquisitions during the year ended December 31, 2024.
The Fox acquisition was accounted for as a business combination.
| Goodwill | | | 188,176 | | |
The factors contributing to the amount of goodwill were based on strategic and synergistic benefits that are expected to be realized.
The recognized goodwill is deductible for tax purposes.
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
During the year ended December 31, 2023, we completed the acquisition of Fox Pest Control ("Fox").
See Note 2, Acquisitions, for more information.
We are currently in the process of integrating Fox into our assessment of our internal control over financial reporting.
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, Management's assessment and conclusions on the effectiveness of our disclosure controls and procedures as of December 31, 2023 excludes an assessment of the internal control over financial reporting of Fox.
Fox represented approximately 4% of our revenues for the year ended December 31, 2023 and approximately 1% of our total assets at December 31, 2023.
As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Fox Pest Control, which was acquired on April 1, 2023, and whose financial statements constitute 1% of total assets and 4% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2023.
Accordingly, our audit did not include the internal control over financial reporting at Fox Pest Control.
February 15, 2024
| Current portion of long-term debt | | | — | | | | | | 15,000 | | |
| Change in derivatives | | | — | | | | | | — | | | | | | 381 | | |
| Balance at December 31, 2020 | | | 491,612 | | | | | | $ | 491,612 | | | | | | | | | | | | | | | | | $ | 101,757 | | | | | $ | (10,897) | | | | | $ | 382,179 | | | | | $ | 964,651 | |
| Net income | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 356,565 | | | | | | 356,565 | | |
| Interest rate swaps, net of tax | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 381 | | | | | | — | | | | | | 381 | | |
| Cash dividends | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (208,656) | | | | | | (208,656) | | |
| Stock compensation | | | 593 | | | | | | 593 | | | | | | | | | | | | | | | | | | 14,272 | | | | | | — | | | | | | — | | | | | | 14,865 | | |
| Employee stock buybacks | | | (294) | | | | | | (294) | | | | | | | | | | | | | | | | | | (10,400) | | | | | | — | | | | | | — | | | | | | (10,694) | | |
Segment Reporting—Effective January 1, 2023, we reorganized our reporting structure in connection with our Chief Executive Officer succession.
The allowance for expected credit losses reflects our best estimate of probable losses inherent in the accounts receivable balance.
We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence.
See Note 4, Allowance for Credit Losses for further information.
Insurance Corporation (“FDIC”) insured non-interest-bearing accounts at various domestic banks which at times may exceed federally insured amounts.
recoverable.
Following the reorganization of our reporting structure, as discussed previously, and determination that we have two goodwill reporting units, we changed the date of our annual goodwill and indefinite-lived intangible asset impairment test from September 30 to October 1.
The change in the date of the annual assessment represents a change in accounting principle.
Management believes this change in accounting principle is preferable, as the later date better aligns the timing of the tests with the availability of key inputs, such as forecasts for our two reporting units, and provides additional time for the completion of our annual impairment testing in advance of our year-end reporting.
This change was not material to our consolidated financial statements and was not intended to nor did it delay, accelerate, or avoid an impairment charge.
We determined that it was impracticable to objectively apply this change retrospectively as it would require application of significant estimates and assumptions with the use of hindsight.
Any change in testing date for goodwill or an indefinite-lived intangible asset should not result in more than one year elapsing between impairment tests.
We performed a goodwill impairment analysis as of January 1, 2023 and October 1, 2023.
We performed an impairment analysis of our indefinite-lived intangible assets on September 30, 2023 and October 1, 2023.
For PSUs that are granted with a total shareholder return
We had a total of 138, 137 and 135 domestic franchise agreements as of December 31, 2023, 2022 and 2021, respectively.
In March 2022, the FASB issued Accounting Standards Update ("ASU") 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The amendments in this Update eliminate the accounting guidance for troubled debt restructurings (TDRs) by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
Additionally, for public business entities, the amendments in this ASU require that an entity disclose current-period gross write-offs by year of origination for financing receivables.
ASU 2022-02 was effective for fiscal years beginning after December 15, 2022.
The guidance is to be applied retrospectively to all prior periods presented in the financial statements.
Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.
The Company is currently evaluating the potential impact of adopting this new guidance on its disclosures.
Management believes that the acquisition will expand the Rollins family of brands and drive long term value given Fox's attractive financial profile and complementary end market exposure.
The Fox Pest Control acquisition has been accounted for as a business combination, and the Fox results of operations are included in the Company's results of operations from the April 1, 2023, acquisition date.
An excerpt. Shown here: 40 of 400 rewritten, 40 of 156 added and 40 of 129 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
6 rewritten, 0 added, 1 removed, 2 unchanged
The Company has a Disclosure Committee, consisting of certain members of management to assist our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) in preparing the disclosures [added: required under the SEC rules and to help confirm that the Company’s disclosure controls and procedures are properly implemented.]
[removed: The Disclosure Committee,] [added: Our management,] 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, [removed: 2023] [added: 2024] (the “Evaluation Date”).
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the Evaluation Date to [removed: ensure] [added: confirm] that the information required to be included in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Management’s Report on Internal Control Over Financial Reporting—Management’s Report on Internal Control Over Financial Reporting is contained on page [removed: [34](#i9eccd550acd1409894b0078cbac0c9f7_70).][added: [37](#ica465a1377744acaa62770ca1cca3d52_76).]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report on page [removed: [35](#i9eccd550acd1409894b0078cbac0c9f7_659).][added: [38](#ica465a1377744acaa62770ca1cca3d52_79).]
Changes in Internal Controls—There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
required under the SEC rules and to help ensure that the Company’s disclosure controls and procedures are properly implemented.
Item 9B. Other Information
2 rewritten, 24 added, 3 removed, 5 unchanged
During the [removed: quarter] [added: three months] ended December 31, [removed: 2023,] [added: 2024,] the following [removed: executive officers and] directors [removed: entered into,] [added: and “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted,] modified or [removed: terminated,] [added: terminated] contracts, instructions or written plans for the sale of the Company’s securities, each of which is intended to satisfy the affirmative defense conditions of Rule [removed: 10b5-1] [added: 10b5-1(c)] of the Exchange Act, referred to as Rule 10b5-1 trading plans.
| [removed: Kenneth] [added: Thomas] D. [removed: Krause Executive Vice President,] [added: Tesh] Chief [removed: Financial] [added: Administrative] Officer [removed: and Treasurer] | | | December [removed: 13, 2023] [added: 9, 2024] | | | [removed: August] [added: May] 30, [removed: 2024] [added: 2025] | | | [removed: 15,000] [added: 5,763] shares of Company common stock [removed: or lesser amount of shares received from January 1, 2024 vesting] | | | Sales to occur [removed: in three tranches of 5,000 shares (or lesser amount of shares received from January 1, 2024 vesting)] on or after March [removed: 13, 2024, April 13, 2024 and May 13, 2024,] [added: 10, 2025,] if certain limit prices are met [added: and if restricted stock has vested] | | | If all [removed: 15,000] [added: 5,763] shares are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date | | |
On February 11, 2025, the Company’s Human Capital Management and Compensation Committee approved the following: (1) Change-in-Control and Restrictive Covenant Agreements with certain of its executive officers, including Jerry E.
Gahlhoff, Jr., Kenneth D.
Krause, and Elizabeth B.
Chandler; (2) Indemnification Agreements with each of its executive officers and directors; and (3) an Amended and Restated Deferred Compensation Plan.
The following description of these agreements and plan is a summary only and is qualified by reference to the form of agreements and plan themselves, which are filed as Exhibits 10.15, 10.6, and 10.7 hereto, respectively.
1.Each Change-in-Control and Restrictive Covenant Agreement provides that:
- In the event of a termination of the executive officer’s employment by the Company without “cause” or by the executive for “good reason”, in either case within twenty-four (24) months following a “change in control,” as such terms are defined in the agreement, the executive officer will be eligible to receive the following benefits, subject to his or her execution and non-revocation of a release of claims and compliance with the restrictive covenants outlined below:
◦a lump sum cash severance payment equal to a multiple of the executive officer’s base salary and target cash bonus (3x for the Chief Executive Officer; 2x for the Chief Financial Officer; and 1.5x for the Chief Legal Officer),
◦a pro-rated bonus payment for the year of termination,
◦payment of employer-portion of health plan premium for 18 months, and
◦vesting of performance share units based on assumed achievement of target level of performance.
- The executive officer will be subject to certain restrictive covenants following his or her termination of employment for any reason, including:
◦restrictions on the disclosure and use of confidential information,
◦2-year post-employment non-competition covenant,
◦2-year post-employment non-solicitation of protected customers covenant,
◦2-year post-employment non-recruitment of employees and independent contractors covenant, and
◦a non-disparagement obligation.
2.Each Indemnification Agreement provides that:
- In general, the Company will, to the extent permitted by applicable law and subject to certain limitations, indemnify the executive officer or director against all costs, expenses, liabilities and losses actually and reasonably incurred or suffered in connection with any threatened, pending or completed action, suit, arbitration or proceeding or any inquiry or investigation the defense or settlement of any civil, criminal, administrative, or investigative action, suit, or proceeding to which he or she is or may become a party or a witness or other participant based upon, arising from, relating to, or by reason of the fact that he or she is, was, shall be, or shall have been a director and/or officer of the Company or is or was serving, shall serve, or shall have served at the request of the Company as a director, officer, partner, trustee, employee, or agent.
- The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the executive officer or director may be entitled, including any rights arising under the Company’s articles, by-laws, law, agreement, policy of insurance or similar protection, vote of stockholders or directors.
3.Amended and Restated Deferred Compensation Plan
- The Plan provides Participants, which include all of our executive officers, with the right to elect to defer Annual Regular Compensation up to 50% and/or Annual Bonus Payments up to 85%.
- For each payment of Annual Regular Compensation or Annual Bonus Payment from which a Participant elects to have amounts deferred under the Plan, the Plan Committee shall credit to the Participant’s Company Match Account an amount equal to fifty percent (50%) of the amount of such deferrals subject to a maximum annual match credit of three percent (3%) of such payment of Annual Regular Compensation or Annual Bonus Payment, respectively.
| Elizabeth B. Chandler Chief Legal Officer, General Counsel and Corporate Secretary | | | October 25, 2024 | | | April 25, 2025 | | | Net shares of Company common stock obtained upon vesting of 20,377 shares subject to currently unvested restricted stock grants | | | Sales to occur on or after February 21, 2025, if certain limit prices are met and if restricted stock has vested | | | If all net shares of Company common stock obtained upon vesting of 20,377 shares subject to currently unvested restricted stock grants are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date | | |
| John F. Wilson Vice Chairman | | | November 2, 2023 | | | November 4, 2024 | | | 40,000 shares of Company common stock | | | Sales occurred on February 5, 2024; however, such sales were rescinded through the broker's error account on February 9, 2024. | | | The trading plan was terminated as of February 9, 2024. | | |
In addition to the material terms noted in the table, pursuant to each of these trading plans, in accordance with Rule 10b5-1 of the Exchange Act, there is a mandatory waiting period or “cooling-off period” before the transactions contemplated by each trading plan can begin consisting of the later of (i) ninety days after the adoption date of the applicable trading plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which such plan was adopted.
In addition, each trading plan disclosed in this Item 9B includes certain representations made by the applicable officer as to (a) the possession of material, non-public information about the Company; (b) the fact that officer is adopting the plan in good faith and will continue to act in good faith with respect to all transactions contemplated by the plan; and (c) the existence of other trading arrangements pursuant to Rule 10b5-1 currently in effect or scheduled to take effect.
Item 10. Directors, Executive Officers and Corporate Governance.
2 rewritten, 2 added, 0 removed, 4 unchanged
The information required by this Item, except that set forth below regarding the Company’s code of [removed: ethics,] [added: ethics and insider trading policy,] will be set forth in our Proxy Statement for the [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] or by the following business day.
The Company has adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company.
A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11. Executive Compensation.
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item will be set forth in our Proxy Statement for the [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] or by the following business day.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item will be set forth in our Proxy Statement for the [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] or by the following business day.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence.
1 rewritten, 1 added, 0 removed, 0 unchanged
Information concerning certain relationships and related party transactions and director independence will be included in the Proxy Statement for the [removed: 2024] [added: 2025] 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, 2024, or by the following business day.
Item 14. Principal Accounting Fees and Services.
1 rewritten, 1 added, 0 removed, 1 unchanged
Information regarding principal accounting fees and services will be included in the Proxy Statement for the [removed: 2024] [added: 2025] 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, 2024, or by the following business day.
Item 15. Exhibits and Financial Statement Schedules
27 rewritten, 10 added, 70 removed, 25 unchanged
| [removed: 3.5] [added: 3.4] | | | [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 26, 2011](https://www.sec.gov/Archives/edgar/data/84839/000155278115000273/e00088_ex3ie.htm) | | | 10-K | | | February 25, 2015 | | | (3)(i)(E) | | | | | |
| [removed: 3.6] [added: 3.5] | | | [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 28, 2015](https://www.sec.gov/Archives/edgar/data/84839/000155278115000727/e00291_ex3.htm) | | | 10-Q | | | July 29, 2015 | | | (3)(i)(F) | | | | | |
| [removed: 3.7] [added: 3.6] | | | [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 23, 2019](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex3.htm) | | | 10-Q | | | April 26, 2019 | | | (3)(i)(G) | | | | | |
| [removed: 3.8] [added: 3.7] | | | [Certificate of Amendment of Certificate of Incorporation of Rollins, Inc., dated April 27, 2021](https://www.sec.gov/Archives/edgar/data/84839/000117120021000285/i21487_ex3-ih.htm) | | | 10-Q | | | July 30, 2021 | | | (3)(i)(H) | | | | | |
| [removed: 3.9] [added: 3.8] | | | [Amended and Restated By-laws of Rollins, Inc., dated [removed: May 20, 2021](https://www.sec.gov/Archives/edgar/data/84839/000117120021000246/i21406_ex3-1.htm)] [added: July 23, 2024](https://www.sec.gov/Archives/edgar/data/84839/000008483924000094/exhibit38.htm)] | | | [removed: 8-K] [added: 10-Q] | | | [removed: May 24, 2021] [added: July 25, 2024] | | | [removed: 3.1] [added: 3.8] | | | | | |
| [removed: 10.2*] [added: 10.7*] | | | [Rollins, Inc. Amended and Restated Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/84839/000091406205000692/rollinss81105ex41.txt)] [added: Plan](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit107.htm)] | | | [removed: S-8] | | | [removed: November 18, 2005] | | | [removed: 4.1] | | | [added: X] | | |
| [removed: 10.5*] [added: 10.1*] | | | [2018 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/84839/000008483918000081/rol2018proxy.htm) | | | DEF 14A | | | March 21, 2018 | | | Appendix A | | | | | |
| [removed: 10.6*] [added: 10.8*] | | | [Form of [added: Time-Lapse] Restricted Stock [removed: Grant Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483908000071/exh10d.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/84839/000110465912029465/a12-8764_1ex10d1.htm)] | | | [removed: 8-K] [added: 10-Q] | | | April [removed: 28, 2008] [added: 27, 2012] | | | [removed: 10(d)] [added: 10.1] | | | | | |
| [removed: 10.7*] [added: 10.13*] | | | [Form of [added: 2025] Time-Lapse Restricted Stock [removed: Agreement](https://www.sec.gov/Archives/edgar/data/84839/000110465912029465/a12-8764_1ex10d1.htm)] [added: Agreement for Section 16 Reporting Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1013.htm)] | | | [removed: 10-Q] | | | [removed: April 27, 2012] | | | [removed: 10.1] | | | [added: X] | | |
| [removed: 10.8*] [added: 10.11*] | | | [Form of [added: 2024] Time-Lapse Restricted Stock Agreement [removed: of Non-Section] [added: for Section] 16 Reporting [removed: Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483922000059/rol-20220930xex10d17.htm)] [added: Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1023.htm)] | | | [removed: 10-Q] [added: 10-K] | | | [removed: October 27, 2022] [added: February 15, 2024] | | | [removed: 10.17] [added: 10.23] | | | | | |
| 10.10* | | | [Form of Rollins, Inc. Performance Share Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1010.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.1] | | | [removed: X] | | |
| [removed: 10.11*] [added: 10.15*] | | | [Rollins, Inc. 2024 Executive Bonus Agreement–Gary W. Rollins](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1011.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.11] | | | [removed: X] | | |
| [removed: 10.12*] [added: 10.17*] | | | [Rollins, Inc. 2024 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr.](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1012.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.12] | | | [removed: X] | | |
| [removed: 10.13*] [added: 10.18*] | | | [Rollins, Inc. 2024 Executive Bonus Agreement–Kenneth D. Krause](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1013.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.13] | | | [removed: X] | | |
| [removed: 10.14*] [added: 10.16*] | | | [Rollins, Inc. 2024 Executive Bonus Agreement–John F. Wilson](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1014.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.14] | | | [removed: X] | | |
| [removed: 10.15*] [added: 10.19*] | | | [Rollins, Inc. 2024 Executive Bonus Agreement–Elizabeth B. Chandler](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1015.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.15] | | | [removed: X] | | |
| [removed: 10.16*] [added: 10.2*] | | | [Offer Letter dated July 25, 2022, between Kenneth D. Krause and the Company](https://www.sec.gov/Archives/edgar/data/84839/000008483922000059/rol-20220930xex10d19.htm) | | | 10-Q | | | October 27, 2022 | | | 10.19 | | | | | |
| [removed: 10.21] [added: 10.4*] | | | [Registration Rights Agreement, dated as of June 5, 2023 between Rollins, Inc. and LOR, Inc.](https://www.sec.gov/Archives/edgar/data/84839/000162828023020867/exhibit411-sx3.htm) | | | S-3 | | | June 5, 2023 | | | 4.11 | | | | | |
| [removed: 10.24*] [added: 10.12*] | | | [Form of 2024 Rollins Inc. Performance Share Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1024.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 10.24] | | | [removed: X] | | |
| 21 | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit21.htm)] | | | | | | | | | | | | X | | |
| 23.1 | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit231-deloitteconsent.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit231-deloitteconsent.htm)] | | | | | | | | | | | | X | | |
| 23.2 | | | [Consent of Grant Thornton LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit232-gtconsent.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit232-gtconsentx20241.htm)] | | | | | | | | | | | | X | | |
| 24 | | | [Powers of Attorney for [removed: Directors](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit24.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit24.htm)] | | | | | | | | | | | | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/rol-20231231x10kxexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/rol-20241231x10kxexx311.htm)] | | | | | | | | | | | | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/rol-20231231x10kxexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/rol-20241231x10kxexx312.htm)] | | | | | | | | | | | | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/rol-20231231x10kxexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/rol-20241231x10kxexx321.htm)] | | | | | | | | | | | | X | | |
| 97.1 | | | [Rollins, Inc. Incentive-Based Compensation Recovery Policy, effective as of October 2, 2023](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit971.htm) | | | [added: 10-K] | | | [added: February 15, 2024] | | | [added: 97.10] | | | [removed: X] | | |
| 10.3* | | | [Credit Agreement, dated as of February 24, 2023, among Rollins, as borrower, certain other subsidiaries of Rollins from time to time party thereto as borrowers, each lender from time to time party thereto and JPMorgan Chase, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/84839/000008483923000009/rol-20230224xex10d1.htm) | | | 8-K | | | February 27, 2023 | | | 10.1 | | | | | |
| 10.5* | | | [Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit105.htm) | | | | | | | | | | | | X | | |
| 10.6* | | | [Form of Change-in-Control Severance and Restrictive Covenant Agreement entered into by the registrant with each of its executive officers](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit106.htm) | | | | | | | | | | | | X | | |
| 10.14* | | | [Form of 2025 Rollins Inc. Performance Share Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1014.htm) | | | | | | | | | | | | X | | |
| 10.20* | | | [Rollins, Inc. 2025 Executive Bonus Agreement–John F. Wilson](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1020.htm) | | | | | | | | | | | | X | | |
| 10.21* | | | [Rollins, Inc. 2025 Executive Bonus Agreement–Jerry E. Gahlhoff, Jr.](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1021.htm) | | | | | | | | | | | | X | | |
| 10.22* | | | [Rollins, Inc. 2025 Executive Bonus Agreement–Kenneth D. Krause](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1022.htm) | | | | | | | | | | | | X | | |
| 10.23* | | | [Rollins, Inc. 2025 Executive Bonus Agreement–Elizabeth B. Chandler](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1023.htm) | | | | | | | | | | | | X | | |
| 10.24* | | | [Rollins, Inc. 2025 Executive Bonus Agreement–Thomas D. Tesh](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit1024.htm) | | | | | | | | | | | | X | | |
| 19.1 | | | [Rollins, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/84839/000008483925000024/exhibit191.htm) | | | | | | | | | | | | X | | |
| 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](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-1.htm) | | | 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](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-2.htm) | | | 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](https://www.sec.gov/Archives/edgar/data/84839/000117120019000188/i19231_ex10-3.htm) | | | 10-Q | | | April 26, 2019 | | | 10.3 | | | | | |
| 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](https://www.sec.gov/Archives/edgar/data/84839/000117120017000410/i17466_ex10-1.htm) | | | 10-Q | | | October 27, 2017 | | | 10.1 | | | | | |
| 10.3* | | | [Form of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/84839/000091406205000692/rollinss81105ex42.txt) | | | S-8 | | | November 18, 2005 | | | 4.2 | | | | | |
| 10.4* | | | [Forms of award agreements under the 2013 Cash Incentive Plan](https://www.sec.gov/Archives/edgar/data/84839/000117120017000077/i17072_ex10-d1.htm) | | | 10-K | | | February 24, 2017 | | | 10(d) | | | | | |
| 10.17 | | | [Revolving Credit Agreement dated as of April 30, 2019 between Rollins, Inc. and SunTrust Bank and Bank of America, N.A](https://www.sec.gov/Archives/edgar/data/84839/000117120019000278/i19356_ex10-1.htm) | | | 10-K | | | February 28, 2020 | | | (10)(j) | | | | | |
| 10.18 | | | [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*](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex10126165b.htm) | | | 10-K | | | February 25, 2022 | | | 10.12 | | | | | |
| 10.19 | | | [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](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex101321859.htm) | | | 10-K | | | February 25, 2022 | | | 10.13 | | | | | |
| 10.20 | | | [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](https://www.sec.gov/Archives/edgar/data/84839/000008483922000011/rol-20211231ex1014dc534.htm) | | | 10-K | | | February 25, 2022 | | | 10.14 | | | | | |
| 10.22 | | | [Underwriting Agreement, dated September 6, 2023, by and among Rollins, Inc., LOR, Inc. and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.](https://www.sec.gov/Archives/edgar/data/84839/000008483923000068/exhibit11-closing8xk.htm) | | | 8-K | | | September 11, 2023 | | | 1.1 | | | | | |
| 10.23* | | | [Form of 2024 Time-Lapse Restricted Stock Agreement for Section 16 Reporting Persons](https://www.sec.gov/Archives/edgar/data/84839/000008483924000025/exhibit1023.htm) | | | | | | | | | | | | X | | |
\+ 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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | ROLLINS, INC. | | | | | |
| | | | By: | | | /s/ Jerry E. Gahlhoff, Jr. | | |
| | | | | | | Jerry E. Gahlhoff, Jr. | | |
| | | | | | | President and Chief Executive Officer | | |
| | | | | | | (Principal Executive Officer) | | |
| | | | Date: | | | February 15, 2024 | | |
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.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| By: | | | /s/ Jerry E. Gahlhoff, Jr. | | | | | | By: | | | /s/ Kenneth D. Krause | | |
| | | | Jerry E. Gahlhoff, Jr. | | | | | | | | | Kenneth D. Krause | | |
| | | | President and Chief Executive Officer | | | | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |
| | | | (Principal Executive Officer) | | | | | | | | | (Principal Financial Officer) | | |
| Date: | | | February 15, 2024 | | | | | | Date: | | | February 15, 2024 | | |
| By: | | | /s/ Traci Hornfeck | | | | | | | | | | | |
| | | | Traci Hornfeck | | | | | | | | | | | |
| | | | Chief Accounting Officer | | | | | | | | | | | |
| | | | (Principal Accounting Officer) | | | | | | | | | | | |
| Date: | | | February 15, 2024 | | | | | | | | | | | |
The Directors of Rollins, Inc. (listed below) executed a power of attorney appointing Jerry E.
Gahlhoff, Jr. their attorney-in-fact, empowering him to sign this report on their behalf.
| | | | Gary W. Rollins, Chairman | | | | | |
An excerpt. Shown here: all 27 rewritten, all 10 added and 40 of 70 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
0 rewritten, 66 added, 0 removed, 0 unchanged
New section this year
None.
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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | ROLLINS, INC. | | | | | |
| | | | | | | | | |
| | | | By: | | | /s/ Jerry E. Gahlhoff, Jr. | | |
| | | | | | | Jerry E. Gahlhoff, Jr. | | |
| | | | | | | President and Chief Executive Officer | | |
| | | | | | | (Principal Executive Officer) | | |
| | | | | | | | | |
| | | | Date: | | | February 13, 2025 | | |
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.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| By: | | | /s/ Jerry E. Gahlhoff, Jr. | | | | | | By: | | | /s/ Kenneth D. Krause | | |
| | | | Jerry E. Gahlhoff, Jr. | | | | | | | | | Kenneth D. Krause | | |
| | | | President and Chief Executive Officer | | | | | | | | | Executive Vice President and Chief Financial Officer | | |
| | | | (Principal Executive Officer) | | | | | | | | | (Principal Financial Officer) | | |
| | | | | | | | | | | | | | | |
| Date: | | | February 13, 2025 | | | | | | Date: | | | February 13, 2025 | | |
| | | | | | | | | | | | | | | |
| By: | | | /s/ Traci Hornfeck | | | | | | | | | | | |
| | | | Traci Hornfeck | | | | | | | | | | | |
| | | | Chief Accounting Officer | | | | | | | | | | | |
| | | | (Principal Accounting Officer) | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Date: | | | February 13, 2025 | | | | | | | | | | | |
The Directors of Rollins, Inc. (listed below) executed a power of attorney appointing Jerry E.
Gahlhoff, Jr. their attorney-in-fact, empowering him to sign this report on their behalf.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Gary W. Rollins, Executive Chairman Emeritus | | | | | |
| | | | John F. Wilson, Executive Chairman of the Board | | | | | |
| | | | Louise S. Sams, Lead Director | | | | | |
| | | | Susan R. Bell, Director | | | | | |
| | | | Donald P. Carson, Director | | | | | |
| | | | Jerry E. Gahlhoff, Director | | | | | |
| | | | Patrick J. Gunning, Director | | | | | |
An excerpt. Shown here: all 0 rewritten, 40 of 66 added and all 0 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2024 filing.