8-K

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):  October 26, 2011

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4422	51-0068479
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

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):

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

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

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

oPre-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 October 26, 2011, the Company issued a press release announcing its results for the third quarter ended September 30, 2011.  The Company hereby incorporates by reference herein the information set forth in its Press Release dated October 26, 2011, 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, 2010 filed with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

Item 9.01.  Financial Statements and Exhibits

Exhibit No.		Description
	99.1	Press Release Dated October 26, 2011.

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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: October 26, 2011	By:	/s/ Harry J. Cynkus
	Name:	Harry J. Cynkus
	Title:	Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

3

EX-99.1

Exhibit 99.1

For Further Information Contact

Harry J. Cynkus (404) 888-2922

FOR IMMEDIATE RELEASE

ROLLINS, INC. REPORTS THIRD QUARTER AND NINE MONTHS 2011

FINANCIAL RESULTS

ATLANTA, GEORGIA, October 26, 2011: Rollins, Inc. (NYSE:ROL), a premier North American consumer and commercial services company, today reported strong unaudited financial results for its third quarter ended September 30, 2011.

The Company recorded third quarter revenues of $323.9 million, an increase of 6.2% over the prior year’s third quarter revenue of $305.1 million.  Net income increased 15.3% to $29.4 million or $0.20 per diluted share for the third quarter ended September 30, 2011, compared to $25.5 million or $0.17 per diluted share for the same period in 2010.

Rollins’ revenues rose 6.9% for the first nine months of 2011 to $916.0 million compared to $857.0 million for the prior year.  Net income for the first nine months of 2011 was $79.1 million, or $0.54 per diluted share, compared to net income of $70.8 million, or $0.48 per diluted share for the same period last year.

In the third quarter, the Company repurchased 598,986 shares at a weighted average price of $17.85 per share bringing the total number of shares repurchased year-to-date to 1,388,282 at a weighted average price of $18.63.  In total, 1,149,964 additional shares may be purchased under the share repurchase program.

“Rollins, Inc. had another successful quarter which represents 22 consecutive quarters of record performance,” said Gary W. Rollins, President and Chief Executive Officer of Rollins, Inc.  “We are pleased with the solid financial results our Company reported for the third quarter and nine months of this year.  This growth came from all of our business lines and continues to reflect the positive results from the investments we are making.  As a result of these key operational initiatives and our dedicated teammates, we are on track to meet our financial objectives for 2011.”

Mr. Rollins concluded, “We are currently working on our 2012 plans and would expect another positive year for Rollins.”

Rollins, Inc. is a premier North American consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, HomeTeam Pest Defense, Western Pest Services, PCO Services, The Industrial Fumigant Company, Waltham Services, Crane Pest Control, and TruTech, the Company provides essential pest control services and protection against termite damage, rodents and insects to over 2 million customers in the United States, Canada, Europe, Central America, the Caribbean, the Middle East, Asia, the Mediterranean and Africa from over 500 locations.  You can learn more about our subsidiaries by visiting our web sites at www.orkin.com, www.pestdefense.com, www.westernpest.com,

www.orkincanada.ca, www.indfumco.com, www.walthamservices.com, www.cranepestcontrol.com, www.trutechinc.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the Company’s belief that third quarter growth came from all of the Company’s business lines and continues to reflect the positive results from the investments the Company is making; the Company’s belief that these key operational initiatives and its dedicated teammates result in the Company being on track to meet its financial objectives for 2011; and the Company’s expectation that 2012 will be another positive year for the Company.  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, economic and competitive conditions which may adversely affect the Company’s business; the degree of success of the Company’s pest and termite process, 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; the Company’s ability to attract and retain skilled workers, and 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, 2010.

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

At September 30, (unaudited)	2011		2010
ASSETS
Cash and cash equivalents	$	30,219	$	20,250
Trade receivables, short-term	71,715		67,552
Financed receivables, short-term	11,668		11,639
Materials and supplies	10,607		11,167
Deferred income taxes	30,575		27,092
Other current assets	17,096		13,161
Total Current Assets	171,880		150,861
Equipment and property, net	76,046		70,782
Goodwill	210,898		200,639
Customer Contracts and Other Intangible assets	140,598		145,532
Deferred income taxes	12,223		19,841
Financed receivables, long-term	11,108		10,416
Other assets	9,670		9,554
Total Assets	$	632,423	$	607,625
LIABILITIES
Accounts payable	$	23,951	$	25,693
Accrued insurance	20,801		18,660
Accrued compensation and related liabilities	60,365		60,214
Unearned revenue	95,022		95,711
Line of Credit	—		24,000
Other current liabilities	35,774		31,378
Total Current Liabilities	235,913		255,656
Accrued insurance	27,462		25,566
Accrued pension	7,573		11,365
Long-term accrued liabilities	34,977		28,597
Total Liabilities	305,925		321,184
STOCKHOLDERS’ EQUITY
Common stock	146,292		147,160
Retained earnings and other equity	180,206		139,281
Total Stockholders’ Equity	326,498		286,441
Total Liabilities and Stockholders’ Equity	$	632,423	$	607,625

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

	Third Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
REVENUES
Customer services	$	323,929	$	305,118	$	916,008	$	856,962
COSTS AND EXPENSES
Cost of services provided	165,097		156,064		465,640		435,467
Depreciation and amortization	9,337		9,076		27,825		27,043
Sales, general and administrative	102,396		98,909		295,651		280,787
Interest Expense	79		100		449		265
	276,909		264,149		789,565		743,562
INCOME BEFORE TAXES	47,020		40,969		126,443		113,400
PROVISION FOR INCOME TAXES	17,605		15,456		47,327		42,604
NET INCOME	$	29,415	$	25,513	$	79,116	$	70,796
NET INCOME PER SHARE - BASIC	$	0.20	$	0.17	$	0.54	$	0.48
NET INCOME PER SHARE - DILUTED	$	0.20	$	0.17	$	0.54	$	0.48
Weighted average shares outstanding - basic	146,549		147,582		147,086		148,315
Weighted average shares outstanding - diluted	146,609		147,757		147,161		148,543

(( CONFERENCE CALL ANNOUNCEMENT ((

Rollins, Inc.

(NYSE: ROL)

Management will hold a conference call to discuss

Third Quarter results on:

Wednesday, October 26, 2011 at:

10:00 a.m. Eastern

9:00 a.m. Central

8:00 a.m. Mountain

7:00 a.m. Pacific

TO PARTICIPATE:

Please dial 877-941-9205 domestic;

480-629-9692 international
at least 5 minutes before start time.

REPLAY: available through November 2, 2011

Please dial 800-406-7325/303-590-3030, Passcode: 4478118

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.viavid.net

Questions?

Contact Samantha Alphonso at Financial Relations Board at 212-827-3746

Or email to salphonso@mww.com