Sentences and paragraphs of ROL's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13.
Each links to the text at sec.gov.
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AddedRisk Factors
• Mission First: Provides a network that supports U.S. veterans and their families by helping employees translate military experience to civilian roles.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedRisk Factors
Workplace Inclusion will continue to partner across brands, divisions, and teams to ensure inclusion is not a program but a fundamental part of how we work and lead.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedRisk Factors
We empower our teammates to be leaders in safety by continuously evaluating and improving our performance, implementing best practices, monitoring regulatory changes, and fostering a culture of safety excellence in everything we do.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedRisk Factors
To ensure accountability, we set measurable safety goals and have enhanced our tracking systems to provide timely, user-friendly insights for field leaders. In 2025, we maintained a strong focus on improving driver safety scores. Thanks to the engagement of our field leaders and front-line teammates, we achieved measurable improvements in these scores.
Read it in 10-K 2026-02-12 at sec.gov ↗
RemovedRisk Factors
We are excited about the accomplishments on our journey to create a workplace of inclusion and will continue to execute on the strategic plan.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedRisk Factors
We motivate our teammates to be leaders in safety by continuously evaluating and improving our safety performance, implementing best practices, monitoring regulations and encouraging safety excellence in everything we do. 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. These scores are calculated using an application that monitors driving behaviors once a vehicle is in motion, detecting positive and negative driving maneuvers related to acceleration, braking, distractions, and speed. 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.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedRisk Factors
We review and refine our health and safety policies and procedures on an ongoing basis so that they remain efficient and relevant for our business.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedRisk Factors
We have a partnership with the Grove Park Foundation (the “Foundation”) to help serve our Atlanta community. The partnership allows our teammates to volunteer and support the Foundation, which is committed to neighborhood revitalization, education programs, and job training that improves the quality of life in the Grove Park neighborhood, a predominantly African American community. Our support helps fund both a volunteer coordinator for the Foundation and community service events hosted for the citizens of Grove Park. Teammates from our Atlanta family of brands participate in volunteer opportunities in the Grove Park neighborhood throughout the year.
Read it in 10-K 2025-02-13 at sec.gov ↗
RewordedRisk Factors
We proactively work with our supplier base and in 2024, each of the last two years we hosted a Partner Summit, partner summit, with over 30 of our top suppliers strategic partners in attendance at our corporate headquarters, to enhance collaboration and strategic relationships.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
In 2022, we formed a We have continued our partnership with Marathon Health (formerly Everside Health) to build provide an on-site medical clinic at our Rollins Support Center in Atlanta.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
We have established an This ongoing process that requires commitment, communication, and collaboration at all levels every level of the organization.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Our business is subject to various local and national legislative and regulatory enactments including, but not limited to, environmental laws, antitrust laws, employment and benefit laws (including wage and hour laws, payroll taxes, anti-discrimination laws, pension laws and regulations, requirements related to enforcement of restrictive covenants, and ERISA), immigration laws, motor vehicle laws and regulations, human health and safety laws, consumer protection laws, securities laws including, but not limited to, SEC regulations, and federal, state and local laws and regulations governing worker safety and the pest and termite control industry.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Our mission is to foster a culture of inclusion, where all individuals teammates feel respected, are treated fairly, with an and have the opportunity to excel.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
That The clinic provides no-cost primary care care, including physical and mental health, to Rollins teammates who participate in one of our medical plans in the state of Georgia.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Other benefits Our benefit offerings include our Employee Stock Purchase Program (ESPP), 401(k) match, personal finance education and advisory services, assistance programs to help with managing personal and work-life challenges, family support programs, and educational assistance.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
We are subject to a myriad of complex laws and regulations in the various federal, state, provincial, regional, and local governments in the countries in which we operate related to employees, including, but not limited to wage and hour laws, anti-discrimination laws, immigration, pension benefit plans, requirements related to enforcement of restrictive covenants, ERISA laws, and retirement benefits.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Our structure is designed to support ensure effectiveness and alignment with our organization’s the Company’s goals and objectives.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedRisk Factors
Any failure to comply with such applicable laws or regulations could result in fines fines, enforcement actions, class actions or legal proceedings.
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•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;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•the Saela acquisition expanding the Rollins family of brands and driving long-term value;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•the Company's credit risk, including that we do not believe that a one percent increase in interest rates would have a material effect on our results of operations or cash flows, and our belief that foreign exchange rate risk will not have a material impact upon the Company’s results of operations going forward;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that the contracted and recurring nature of our services provide us with visibility into a significant portion of our future revenue;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that our key strategic objectives will help us to drive continued success for Rollins;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that our scale enables delivery of great service and provides us with a significant and reinforcing competitive advantage;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•that we have strategically invested in proprietary routing and scheduling technologies to increase our competitive advantage;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that geographic diversity allows us to increase brand recognition, meet demands of global customers, and draw on business and technical expertise from teams in several countries, and offers us an opportunity to access new markets;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•that our acquisition strategy targets businesses that have the potential to achieve organic growth and margin expansion;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that, through our wholly-owned subsidiaries, we compete effectively and favorably with our competitors as one of the world’s largest pest and termite control companies;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•that we continue to execute various strategies previously implemented to help mitigate the impact of economic disruptors;
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
•our belief that interest expense will be approximately $30 million in 2026 associated with borrowings under our 2035 Senior Notes and commercial paper program;
Read it in 10-K 2026-02-12 at sec.gov ↗
RemovedMD&A
•our belief that we are starting 2025 with favorable demand and demand will continue to be solid;
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
•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;
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
However, the Company cannot reasonably estimate whether these strategies will help mitigate the impact of these economic disruptors in the future.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
The Organization for Economic Co-operation and Development ("OECD") has proposed a global minimum tax of 15% of reported profits ("Pillar Two") for multinational enterprises with annual global revenues exceeding €750 million. Pillar Two has been agreed upon in principle by over 140 countries and is intended to apply for tax years beginning in 2024. The OECD has issued administrative guidance (including transitional safe harbor rules) in conjunction with the implementation of the Pillar Two global minimum tax. These rules did not have a material impact on financial results in 2024 due to certain transitional safe harbors. The Company will continue to monitor the potential impact of Pillar Two proposals and developments on our consolidated financial statements and related disclosures as various tax jurisdictions begin enacting such legislation.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
For the twelve months ended December 31, 2024, restructuring costs decreased by $5.2 million. During the twelve months ended December 31, 2023, we executed a restructuring program to modernize our workforce. No such costs were incurred during the twelve months ended December 31, 2024.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
We saw strong full year growth in revenue, cash flow and earnings in 2024. We delivered double-digit revenue and operating cash flow growth, as well as a 40 basis point improvement in operating margins. Growth investments and pressure from developments on legacy auto claims that materialized in December of 2024 impacted our incremental adjusted EBITDA margin* for the year. Additionally, we continued to execute a balanced capital allocation program enabled by compounding operating cash flow and a strong balance sheet.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
(2) Restructuring costs consist of costs primarily related to severance and benefits paid to employees pursuant to restructuring and workforce reduction plans.
Read it in 10-K 2025-02-13 at sec.gov ↗
RemovedMD&A
(7) In 2024, we revised the non-GAAP metrics adjusted net income, adjusted EPS, and adjusted EBITDA to exclude gains and losses related to non-operational asset sales. These measures are of operating performance and we believe excluding the gains and losses on non-operational assets allows us to better compare our operating performance consistently over various periods. As a result, these measures may not be comparable to the corresponding measures disclosed in prior years.
Read it in 10-K 2025-02-13 at sec.gov ↗
RewordedMD&A
Twelve Months Ended December 31, Variance 2025 2024 2023 $ % Reconciliation of Operating Income and Operating Income Margin to Adjusted Operating Income and Adjusted Operating Margin Operating income $ 726,068 $ 657,224 $ 583,226 Fox acquisition-related Acquisition-related expenses (1) 26,132 17,902 15,795 Restructuring costs (2) — 5,196 Adjusted operating income $ 752,200 $ 675,126 $ 604,217 70,909 11.7 77,074 11.4 Revenues $ 3,761,050 $ 3,388,708 $ 3,073,278 Operating income margin 19.3 % 19.4 % 19.0 % Adjusted operating margin 20.0 % 19.9 % 19.7 % Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS (7) Net income $ 526,705 $ 466,379 $ 434,957 Fox acquisition-related Acquisition-related expenses (1) 26,132 17,902 15,795 Restructuring costs (2) — 5,196 Loss (gain) (Gain) loss on sale of assets, net (3) (2) (2,332) (683) (6,636) Gain on sale of businesses (4) — (15,450) Tax impact of adjustments (5) (3) (6,093) (4,408) 280 Adjusted net income $ 544,412 $ 479,190 $ 434,142 45,048 10.4 65,222 13.6 EPS - basic and diluted $ 1.09 $ 0.96 $ 0.89 Fox acquisition-related Acquisition-related expenses (1) 0.05 0.04 0.03 Restructuring costs (2) — 0.01 Loss (gain) (Gain) loss on sale of assets, net (3) (2) — (0.01) Gain on sale of businesses (4) — (0.03) Tax impact of adjustments (5) (3) (0.01) — (0.01) Adjusted EPS - basic and diluted (6) (4) $ 1.12 $ 0.99 $ 0.89 0.10 11.2 0.13 13.1 Weighted average shares outstanding - basic 484,105 484,249 489,949 Weighted average shares outstanding - diluted 484,147 484,295 490,130 Reconciliation of Net Income to EBITDA, Adjusted EBITDA, EBITDA Margin, Incremental EBITDA Margin, Adjusted EBITDA Margin, and Adjusted Incremental EBITDA Margin (7) Net income $ 526,705 $ 466,379 $ 434,957 Depreciation and amortization 124,744 113,220 99,752 Interest expense, net 28,558 27,677 19,055 Provision for income taxes 174,221 163,851 151,300 EBITDA 854,228 771,127 705,064 66,063 9.4 Fox acquisition-related 83,101 10.8 Acquisition-related expenses (1) $ 3,248 $ 1,049 $ 3,148 Restructuring costs (2) — 5,196 Loss (gain) (Gain) loss on sale of assets, net (3) (2) (2,332) (683) (6,636) Gain on sale of businesses (4) — (15,450) Adjusted EBITDA $ 855,144 $ 771,493 $ 691,322 80,171 11.6 83,651 10.8 Revenues $ 3,761,050 $ 3,388,708 $ 3,073,278 EBITDA margin 22.7 % 22.8 % 22.9 % Incremental EBITDA margin 20.9 22.3 % Adjusted EBITDA margin 22.7 % 22.8 % 22.5 % Adjusted incremental EBITDA margin 25.4 22.5 % Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow, Free Cash Flow Conversion, Adjusted Free Cash Flow, and Adjusted Free Cash Flow Conversion Net cash provided by operating activities $ 678,107 607,653 528,366 Capital expenditures $ (28,086) $ (27,572) $ (32,465) Free cash flow $ 650,021 $ 580,081 69,940 12.1 Delayed income tax payments (5) 21,710 (21,710) Adjusted free cash flow $ 495,901 84,180 17.0 671,731 $ 558,371 113,360 20.3 Free cash flow conversion 123.4 % 124.4 % 114.0 Adjusted free cash flow conversion 127.5 % 119.7 %
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Twelve Months Ended December 31, Variance 2025 2024 2023 $ % Reconciliation of Revenues to Organic Revenues Revenues $ 3,388,708 $3,073,278 315,430 10.3 $3,761,050 $3,388,708 372,342 11.0 Revenues from acquisitions (95,517) (138,587) — (95,517) 3.1 Revenues of divestitures — (20,559) 20,559 (0.7) (138,587) 4.1 Organic revenues $ 3,293,191 $3,052,719 240,472 7.9 $3,622,463 $3,388,708 233,755 6.9 Reconciliation of Residential Revenues to Organic Residential Revenues Residential revenues $ 1,535,104 $1,409,872 125,232 8.9 $1,693,244 $1,535,104 158,140 10.3 Residential revenues from acquisitions (62,799) (80,778) — (62,799) 4.5 Residential revenues of divestitures — (11,913) 11,913 (0.8) (80,778) 5.3 Residential organic revenues $ 1,472,305 $1,397,959 74,346 5.2 $1,612,466 $1,535,104 77,362 5.0 Reconciliation of Commercial Revenues to Organic Commercial Revenues Commercial revenues $ 1,125,964 $1,024,176 101,788 9.9 $1,244,733 $1,125,964 118,769 10.5 Commercial revenues from acquisitions (24,460) (32,686) — (24,460) 2.4 Commercial revenues of divestitures — (8,646) 8,646 (0.8) (32,686) 2.9 Commercial organic revenues $ 1,101,504 $1,015,530 85,974 8.3 $1,212,047 $1,125,964 86,083 7.6 Reconciliation of Termite and Ancillary Revenues to Organic Termite and Ancillary Revenues Termite and ancillary revenues $ 688,186 $605,533 82,653 $781,542 $688,186 93,356 13.6 Termite and ancillary revenues from acquisitions (8,258) (25,123) — (8,258) 1.4 (25,123) 3.7 Termite and ancillary organic revenues $ 679,928 $605,533 74,395 12.2 $756,419 $688,186 68,233 9.9 Reconciliation of Franchise and Other Revenues to Organic Franchise and Other Revenues Franchise and other revenues $41,531 $39,454 2,077 5.3 Franchise and other revenues from acquisitions — — — — Franchise and other organic revenues $41,531 $39,454 2,077 5.3
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Twelve Months Ended December 31, 2025 2024 2023 Reconciliation of Long-term Debt and Net Income to Leverage Ratio Short-term debt (6) $ 123,683 $ — Long-term debt (8) $ (7) 500,000 397,000 $ 493,000 Operating lease liabilities (9) (8) 428,175 417,218 325,572 Cash adjustment (10) (9) (90,004) (80,667) (93,443) Adjusted net debt $ 961,854 $ 733,551 $ 725,129 Net income $ 526,705 $ 466,379 $ 434,957 Depreciation and amortization 124,744 113,220 99,752 Interest expense, net 28,558 27,677 19,055 Provision for income taxes 174,221 163,851 151,300 Operating lease cost (11) (10) 159,924 133,420 110,627 Stock-based compensation expense 39,707 29,984 24,605 Adjusted EBITDAR $ 1,053,859 $ 934,531 $ 840,296 Leverage ratio 0.9x 0.8x 0.9x
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
A total of $298.0 $327.9 million was paid in cash dividends ($0.68 per share) during the twelve months ended December 31, 2025, compared to $298.0 million in cash dividends paid ($0.62 per share) during the twelve months ended December 31, 2024, compared to $264.3 million in cash dividends paid ($0.54 per share) during the twelve months ended December 31, 2023. 2024.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
During the twelve months ended December 31, 2024, 2025, interest expense, net increased $8.6 $0.9 million compared to the prior year, due to the increase in the average debt balance associated primarily with the share repurchase completed in the third quarter issuance of 2023 and the acquisition of Fox in the second quarter of 2023. our 2035 Senior Notes, as well as borrowings under our commercial paper program.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
During the twelve months ended December 31, 2024, 2025, other income, (income) expense, net decreased $21.4 increased $2.7 million primarily due to the Company recognizing a $15.5 million gain on the sale of certain businesses during 2023, with no such gain on sale during 2024, and lower higher gains on sales of non-operational assets.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
During 2024, the The Company invested $27.6 $28.1 million in capital expenditures, expenditures during the year, offset by $4.1 $7.5 million in cash proceeds from the sale of assets, compared with $32.5 $27.6 million of capital expenditures, $12.5 expenditures and $4.1 million in cash proceeds from asset sales, and $15.9 million sales in cash proceeds from the sale of businesses during 2023. 2024.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
The Company believes its We believe our current cash and cash equivalents balances, future cash flows expected to be generated from operating activities, available borrowings under its Credit Facility, access to debt financing based on our creditworthiness, and our newly announced $1 billion commercial paper program authorization, which is backstopped by our Revolving Credit Facility, as defined below, and available borrowings under our Revolving Credit Facility will be sufficient to finance its our current operations and obligations, obligations and fund expansion of the business for the foreseeable future.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Cash paid for acquisitions totaled $309.5 million for the twelve months ended December 31, 2025, compared to $157.5 million for the twelve months ended December 31, 2024, as compared to $366.9 million for the twelve months ended December 31, 2023, primarily driven primarily by the acquisition of Fox Saela Pest Control in 2023. 2025.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Adjusted operating income and adjusted operating margin are calculated by adding back to net operating income those expenses resulting from associated with the amortization of certain intangible assets, assets and adjustments to the fair value of contingent consideration resulting from the acquisition acquisitions of Fox, Fox Pest Control and restructuring costs related to restructuring and workforce reduction plans. Saela Pest Control.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
(8) (6) As of December 31, 2024 and December 31, 2023, 2025, the Company had outstanding borrowings of $397.0 $114.4 million under our commercial paper program and $493.0 million, respectively, under the Credit Facility. $9.3 million in bank overdrafts.
Read it in 10-K 2026-02-12 at sec.gov ↗
RewordedMD&A
Borrowings under the Credit Facility These borrowings are presented under the long-term debt caption of our consolidated balance sheet, statements of financial position, net of $1.7 a $7.1 million unamortized discount and $2.2 $6.7 million in unamortized debt issuance costs as of December 31, 2024 and December 31, 2023, respectively. 2025.
Read it in 10-K 2026-02-12 at sec.gov ↗
Quiet changesMD&A
The increase in revenues was largely driven by demand from our customers that remained strong throughout the year across all major service offerings.
Read it in 10-K 2026-02-12 at sec.gov ↗