UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2007

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-4422

51-0068479

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2170 Piedmont Road, N.E., Atlanta, Georgia 30324

(Address of principal executive offices) (Zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 7, 2007, the Company issued a press release announcing its results for the fourth quarter and full-year 2006. The Company hereby incorporates by reference herein the information set forth in its Press Release dated February 7, 2007, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release and such press release shall not create any implication that the affairs of the Company have continued unchanged since such date.

Except for the historical information contained in this report, the statements made by the Company are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company’s future performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. See the risk factors contained in the Press Release for a discussion of certain risks and uncertainties that may impact such forward-looking statements. For further information on other risk factors, please refer to the “Risk Factors” contained in the Company’s Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

Included in Exhibit 99.1 are the following non-GAAP financial measures:

•	Increase in the Company’s net income excluding the impact of the pension curtailment gain in 2005.

Increase in the Company’s net income, excluding the impact of the pension curtailment gain in 2005, is presented and deemed useful by management in order to present the Company’s results for 2006 as more readily comparable to its results for 2005. The Company’s results for 2005 include a $2.5 million pension curtailment gain, net of taxes, in connection with freezing the Company’s defined benefit pension plan which was recorded in accordance with GAAP. There is no comparable gain for 2006.

Management of the Company believes that this non-GAAP measure provides both management and investors with a more complete understanding of the Company’s underlying operating results and operating trends. Management uses this non-GAAP financial measure to analyze and forecast the Company’s operating results and trends, especially when comparing such results to the Company’s prior periods and forecasts. Because the excluded item does not exhibit the same growth pattern or variances as other factors affecting the Company’s revenues and net income, management believes that the non-GAAP measure is useful for trend analysis. However, the usefulness of the non-GAAP measures is limited because the measures alone do not give a complete assessment of historical financial position, operating results or cash flows. These are reflected in the U.S. GAAP financial statements, including the Company’s consolidated statement of income. The non-GAAP financial information that the Company provides may also differ from the financial information provided by other companies. Therefore, the Company only uses the non-GAAP financial measures in the context of a complete disclosure of operating results. Investors should only consider the non-GAAP measures as part of the overall analysis of the Company’s financial results and trends.

The reconciliation of the non-GAAP financial measures to their corresponding GAAP measure is included at Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit No.

Description

99.1	Press Release Dated February 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROLLINS, INC.


Date: February 7, 2007	By:	/s/Harry J. Cynkus
	Name:	Harry J. Cynkus
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

ATLANTA, GEORGIA, February 7, 2007: Rollins, Inc. (NYSE:ROL), a premier North American consumer and commercial services company, today reported unaudited financial results for its fourth quarter and year ended December 31, 2006.

The Company recorded revenues of $204.7 million, an increase of 5.0% over the prior year’s fourth quarter revenue of $194.8 million. Net income increased 43.3% to $10.5 million or $0.15 per diluted share for the fourth quarter ended December 31, 2006, compared to $7.4 million or $0.11 per diluted share for the same period in 2005.

Revenues for full year 2006 increased to $858.9 million, compared to $802.4 million for the prior year. Rollins recorded net income of $57.8 million or $0.84 per diluted share compared to net income of $52.8 million or $0.76 per diluted share for the comparable period last year. Included in the results for the year ended December 31, 2005 was a $2.5 million gain, net of taxes, or $0.04 per diluted share, as the Company curtailed Rollins, Inc.’s pension plan effective June 30, 2005. Excluding the impact of the pension curtailment gain in 2005, the Company’s diluted earnings per share increased 16.7% or $0.12 per diluted share compared to last year. See attached detailed reconciliation.

Rollins’ balance sheet continued to grow with total assets increasing to $453.2 million and stockholder’s equity growth to $211.5 million. The Company ended the year with cash and marketable securities of $63.3 million, up 47.1% over last year.

Gary W. Rollins, President and Chief Executive Officer of Rollins, Inc. stated, “We are very pleased with the progress the Company made during the fourth quarter of 2006 where our growth represented the highest percentage of internal growth in our company’s recent history. Further, the overall improvement in revenue and net income for the quarter and full year are a confirmation that the effort we have put on sales growth and productivity improvement is bearing fruit.”

Mr. Rollins continued, “We believe that we are on track to build on our growth initiatives in all segments of our business and plan to continue to make selective investments in our sales and service initiatives. At

the same time, we will be working on expense margins and productivity improvements. Orkin has again been recognized as a top 100 Training Company in the U.S. in part as a result of our satellite training network launched in 2006. We have exciting plans to ramp up the use of this extraordinary asset in the New Year.”

Mr. Rollins concluded, “We remain excited about our Company’s future but we recognize that there is still much to be done to accomplish our objectives. Our team is dedicated to our plans of business growth and operational improvement for the New Year.”

Rollins, Inc. is a premier North American consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, Inc., Western Pest Services, and The Industrial Fumigant Company, the Company provides essential pest control services and protection against termite damage, rodents and insects to approximately 1.7 million customers in the United States, Canada, Mexico, Panama and Costa Rica from over 400 locations. You can learn more about our subsidiaries by visiting our Web sites at www.orkin.com, www.westernpest.com, www.indfumco.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding effect of various operational initiatives and the dedication of the Company’s employees to further increase the Company’s business put the Company on track year-to-date to meet the Company’s financial goals for 2006 and the Company’s expectation that 2006 will be another notable year for the Company and its shareholders. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation, general economic conditions; market risk; changes in industry practices or technologies; the degree of success of the Company’s pest and termite process reforms and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factors and pricing practices; expected benefits of the commercial re-engineering project may not be realized, potential increases in labor costs; uncertainties of litigation; and changes in various government laws and regulations, including environmental regulations. All of the foregoing risks and uncertainties are beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. A more detailed discussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2005.

ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands)
	2006		2005
At December 31,	(unaudited)		(unaudited)
ASSETS
Cash and cash equivalents	$	63,344	$	43,065
Trade receivables, short-term		52,693		47,705
Materials and supplies		8,401		9,082
Deferred income taxes		19,435		27,510
Prepaid taxes		—		3,036
Other current assets		7,200		6,069
Total Current Assets		151,073		136,467

Equipment and property, net		72,141		65,932
Goodwill and other intangible assets		202,216		205,584
Deferred income taxes		14,069		15,946
Trade receivables, long-term		8,796		9,368
Other assets		4,880		5,123
Total Assets	$	453,175	$	438,420

LIABILITIES
Capital leases	$	498	$	825
Accounts payable		16,309		17,204
Accrued insurance		14,310		17,605
Accrued compensation and related liabilities		47,305		41,822
Unearned revenue		79,441		79,990
Other current liabilities		27,343		32,220
Total Current Liabilities		185,206		189,666

Capital leases, less current portion		124		560
Accrued pension		6,946		20,651
Long-term accrued liabilities		49,440		50,591
Total Liabilities		241,716		261,468

STOCKHOLDERS’ EQUITY
Common stock		67,891		68,011
Retained earnings and other equity		143,568		108,941
Total Stockholders’ Equity		211,459		176,952
Total Liabilities and Stockholders’ Equity	$	453,175	$	438,420

ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2006,
(in thousands except per share data)
(unaudited)

	Fourth Quarter Ended						Twelve Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
REVENUES
Customer services	$	204,653		$	194,830		$	858,878		$	802,417
COSTS AND EXPENSES
Cost of services provided		112,601			112,534			457,869			437,160
Depreciation and amortization		6,460			6,472			26,860			24,280
Sales, general and administrative		69,250			64,924			280,578			259,763
Pension curtailment gain		—			—			—			(4,176	)
Gain on sales of assets		(65	)		(438	)		(81	)		(982	)
Interest income		(539	)		(278	)		(1,507	)		(1,583	)
		187,707			183,214			763,719			714,462
INCOME BEFORE TAXES		16,946			11,616			95,159			87,955
PROVISION FOR INCOME TAXES		6,407			4,264			37,350			35,182
NET INCOME	$	10,539		$	7,352		$	57,809		$	52,773

NET INCOME PER SHARE - BASIC	$	0.16		$	0.11		$	0.86		$	0.78
NET INCOME PER SHARE - DILUTED	$	0.15		$	0.11		$	0.84		$	0.76

Weighted average shares outstanding - basic		67,108			67,596			67,165			67,898
Weighted average shares outstanding - Diluted		68,727			69,333			68,876			69,772

ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31,
(in thousands)
	2006			2005
	(unaudited)			(unaudited)
OPERATING ACTIVITIES
Net Income	$	57,809		$	52,773
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization		26,860			24,280
Pension curtailment gain		—			(4,176	)
Provision for deferred income taxes		6,007			3,653
Stock based compensation		1,830			739
Gain/(Loss) on sales of assets		(81	)		(982	)
Other, net		(544	)		(2,834	)
(Increase)/decrease in assets
Trade receivables		(3,784	)		4,291
Materials and supplies		681			2,385
Other current assets		1,914			715
Other non-current assets		301			353
Increase/(decrease) in liabilities:
Accounts payable and accrued expenses		6,633			4,893
Unearned revenue		(550	)		(31	)
Accrued insurance		1,344			(1,029	)
Accrual for termite contracts		(3,000	)		(2,111	)
Accrued pension		(5,000	)		(5,000	)
Long-term accrued liabilities		(5,219	)		(1,169	)
Net cash provided by operating activities		85,201			76,750
INVESTING ACTIVITIES
Purchase of equipment and property		(18,729	)		(25,541	)
Acquisitions of companies		(10,087	)		(27,239	)
Cash from sales of franchises		707			639
Proceeds from sales of assets		128			754
Net cash used in investing activities		(27,981	)		(51,387	)
FINANCING ACTIVITIES
Dividends paid		(17,025	)		(13,714	)
Common stock purchased		(19,452	)		(30,308	)
Common stock options exercised		1,086			3,315
Principal payments on capital leases		(763	)		—
Other		(235	)		558
Net cash used in financing activities		(36,389	)		(40,149	)
Effect of exchange rate changes on cash		(552	)		1,114
Net increase in cash and cash equivalents		20,279			(13,672	)
Cash and cash equivalents at beginning of period		43,065			56,737
Cash and cash equivalents at end of period	$	63,344		$	43,065

ROLLINS, INC. AND SUBSIDIARIES
REVENUE RECONCILIATION
REVENUES EXCLUDING THE INDUSTRIAL FUMIGANT COMPANY
	Twelve Months Ended,
	December 31
	2006		2005		$ Better/		% Better/
	(unaudited)		(unaudited)		(worse)		(worse)
Reported net revenues	$	858,878	$	802,417	$	56,461	7.0	%
Less: The Industrial Fumigant Company (IFC)		25,920		6,275		19,645	313.1	%
Net revenues excluding IFC	$	832,958	$	796,142	$	36,816	4.6	%

ROLLINS, INC. AND SUBSIDIARIES
NET INCOME AND EARNINGS PER SHARE RECONCILIATION
EARNINGS AND EARNINGS PER SHARE EXCLUDING PENSION CURTAILMENT GAIN
	Twelve Months Ended,
	December 31
	2006		2005		$ Better/		% Better/
	(unaudited)		(unaudited)		(worse)		(worse)
Reported net income	$	57,809	$	52,773	$	5,036	9.5	%
Less: Pension curtailment gain (net of tax)		—		2,485		2,485	100.0
Income excluding pension curtailment gain	$	57,809	$	50,288	$	7,521	15.0	%

Reported earnings per share – Basic	$	0.86	$	0.78	$	0.08	10.3	%
Less: Pension curtailment gain (net of tax)		—		0.04		0.04	100.0
Earnings per share – Basic excluding pension
curtailment gain	$	0.86	$	0.74	$	0.12	16.2	%

Reported earnings per share – Diluted	$	0.84	$	0.76	$	0.08	10.5	%
Less: pension curtailment gain (net of tax)		—		0.04		0.04	100.0
Earnings per share – diluted excluding pension
curtailment gain	$	0.84	$	0.72	$	0.12	16.7	%