SEC Comment Letter for UPBOUND GROUP, INC. (UPBD) (CIK 0000933036) (UPBD) — Apr 11, 2012
UPBOUND GROUP, INC. (UPBD) (CIK 0000933036)
Date: April 11, 2012 · CIK: 0000933036 · Accession: 0000000000-12-018413
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April 11, 2012
Via Facsimile
Mr. Robert D. Davis Chief Financial Officer Rent-A-Center, Inc.
5501 Headquarters Drive Plano, TX 75024
Re: Rent-A-Center, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 File No. 0-25370
Dear Mr. Davis:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2011
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
Critical Accounting Policies…, page 24
General
1. In future filings, please clarify the number and nature of the reporting units to which you
have allocated goodwill. To the extent that any of your reporting units have estimated
fair values that are not substantially in excess of their carryin g values and goodwill for
such reporting units, in the aggregate or indivi dually, if impaired, could materially impact
Mr. Robert D. Davis Rent-A-Center, Inc. April 11, 2012 Page 2
your results of operations or total shareholde rs’ equity, please identify and provide the
following disclosures for each such reporting unit:
The percentage by which fair value exceeds carrying value.
The amount of goodwill allocate d to the reporting unit.
A description of the material assumpti ons that drive estimated fair value.
A discussion of any uncertainties associated with each key assumption.
A discussion of any potential events, trends and/or circumstances that could have
a negative effect on estimated fair value.
If you have determined that estimated fair va lues substantially excee d the carrying values
of all your reporting units, please disclose that determination. Refer to Item 303 of
Regulation S-K.
Litigation Reserves, page 24
2. We refer to the second paragraph of your di sclosure where you state that you “had no
reserves relating to probable losses” for your outstanding litigation. Please tell us and
revise future filings to cl arify whether the probable lo sses, to which you refer, are
expected to be material to your financial statements. This comment also applies to your
litigation disclosure in Note J on page 62.
Financial Statements, page 39
Exhibit 32 - Section 906 Certifications
3. We note that in Exhibits 32.1 and 32.2, each of your certifications refer to the “quarterly
report on Form 10-Q.” In this regard, pleas e amend your Form 10-K to provide revised
certifications. We remind you that your amended Form 10-K should be a full amendment, including the filing of new section 302 certifications.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Mr. Robert D. Davis Rent-A-Center, Inc. April 11, 2012 Page 3
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Dale Welcom e at (202) 551-3865 or me at (202) 551-3768 if you have
questions regarding these comments.
Sincerely,
/s/ John Cash
John Cash Accounting Branch Chief