SecProbe.io

December 4, 2025
Fahmi W. Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Upbound Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Filed February 25, 2025
Form 10-Q for Fiscal Period Ended June 30, 2025
Filed July 31, 2025
File No. 001-38047
Dear Fahmi W. Karam:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
 1
 filename1.htm

 Document October 17, 2025 Ms. Amy Geddes Mr. Doug Jones United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Upbound Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Period Ended June 30, 2025 File No. 001-38047 Dear Ms. Geddes and Mr. Jones: On behalf of Upbound Group, Inc. (the “Company”), this is a written response to the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission dated September 25, 2025 (the “Comment Letter”) regarding the Company’s filings referenced above. For reference, the comments contained in the Comment Letter have been reproduced below. Our responses have been included directly below each of the individual numbered comments included in the Comment Letter. Form 10-Q for Fiscal Period Ended June 30, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Analysis of Cash Flow, page 36 1. Please quantify all factors cited, pursuant to the guidance noted above, so investors may understand their relative magnitude. Additionally, explain to us and disclose how and why the cited factor of the acquisition of Brigit positively impacted operating cash flows, despite a decrease in consolidated net income inclusive of the acquisition. Further, discuss the underlying factor(s) associated with the timing of vendor payments, for example, the reason for timing impacts. Refer to the guidance noted above. Response The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will expand disclosures to provide additional quantitative information related to material factors contributing to period-over-period changes in our operating cash flows. In future filings, we intend to expand our disclosures to be similar to the example provided in the below revised disclosure excerpts from our Form 10-Q for the quarter ended June 30, 2025, within the Analysis of Cash Flow section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, addressing the request for quantification of previously disclosed factors affecting cash flow from operations, as well as additional explanations around each of the factors including differences in timing of vendor payments in particular for inventory purchases. Our revisions are marked in bold. In addition to the revised disclosure excerpt from our Form 10-Q for the quarter ended June 30, 2025, please also see our below explanation further describing how Brigit positively impacted our cash flows from operations as of June 30, 2025 despite a decline in the Company’s consolidated net earnings over the same period. Form 10-Q for quarter-ended June 30, 2025 Analysis of Cash Flow. Cash provided by operating activities increased by $85.1 million to $145.6 million for the six months ended June 30, 2025, from $60.5 million for the six months ended June 30, 2024 , primarily due to the acquisition of Brigit, timing of vendor payments in previous years, decreases in Rent-A-Center segment inventory purchases due to lower corporate-owned store count, and . The increase was primarily due to an increase of approximately $34.9 million in cash provided by net earnings (net earnings less adjustments to reconcile net earnings to net cash provided by operating activities), which was benefited by $19.3 million in operating income generated by the Brigit operating segment following the acquisition; a year-over-year decrease of approximately $40.6 million in payments of outstanding inventory and trade payables primarily due to higher payments of outstanding inventory payables made in early 2024; lower year-over-year inventory purchases in our Rent-A-Center segment of approximately $21.6 million, partially offset by a decrease in customer lease buyouts through early purchase options, lease charge-offs and other merchandise losses of approximately $4.5 million, driven by lower same store sales and lower corporate-owned store count; a year-over-year decrease in cash interest of approximately $14.9 million primarily due to the refinancing of our Term Loan Facility in 2024; a decrease in legal settlement payments due to the 2024 settlement payment of approximately $8.8 million related to the Massachusetts Attorney General matter; and year-over-year lower incentive compensation payouts, payments of approximately $4.0 million. These impacts were partially offset by higher inventory purchases at in our Acima segment of approximately $100.6 million, partially offset by an increase of approximately $53.6 million    of customer lease buyouts through early purchase options, lease charge-offs, and other merchandise losses, driven by increased consumer demand. Brigit operating performance vs consolidated net income As described above, the Brigit operating segment generated approximately $19.3 million of operating income through June 30, 2025, which positively impacted the Company’s consolidated cash flows from operations, while the Company’s net earnings were negatively impacted by higher expenses in our corporate segment, including approximately $23.1 million in non-cash charges related to the Brigit acquisition and an increase in estimated legal accruals of approximately $42.7 million resulting in a year-over-year decrease in consolidated net earnings. Form 10-K for Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Analysis of Cash Flow, page 47 2. You attribute the decrease in reported cash provided by operating activities in fiscal 2024 compared to fiscal 2023 of $95.6 million solely to an increase in your inventory purchases, which appears to be about $57 million based on the change between 2024 and 2023 in the line Rental Merchandise reported in the statement of cash flows. Based on changes in amounts reported in the statement of cash flows, it appears other factors materially affected the change in operating cash flows between these periods that have not been discussed. For example, net earnings/loss, adjusted for adjustments to reconcile net earnings (loss) to net cash provided by operating activities, increased $120 million, negative impact in the sum of receivables, accounts payable - trade and accrued liabilities aggregating $157 million and increase in income taxes paid, net of refunds, of $34 million. Refer to item 303(b) and all applicable instructions to paragraph (b) regarding analysis of material changes in line items from period to period. Also refer to the introductory paragraph of section IV.B and all of B.1 of Release No. 33-8350 regarding the content of the analysis. Additionally, refer to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of Financial Reporting) regarding quantification of factors cited. Please revise your analysis as appropriate. Response The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will expand disclosures to provide additional quantitative information related to material factors contributing to period-over-period changes in our operating cash flows. In future filings, we intend to expand our disclosures to be similar to the example provided in the below revised disclosure excerpts from our Form 10-K for the year ended December 31, 2024, within the Analysis of Cash Flow section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our revisions are marked in bold. Form 10-K for year-ended December 31, 2024 Analysis of Cash Flow.  Cash provided by operating activities decreased by $95.6 million to $104.7 million in 2024 from $200.3 million in 2023, primarily due to an increase in our of approximately $269.3 million in inventory purchases driven by increased consumer demand . in our Acima segment, partially offset by an increase of approximately $157.9 million in customer lease buyouts through early purchase options, lease charge-offs and other merchandise losses. In addition, cash flows from operations were negatively impacted by a year-over-year increase of approximately $29.0 million in payments related to trade payables, an increase of $33.8 million in income tax payments, and an increase of approximately $27.4 million in outstanding trade receivables related to our installment loans, franchisees and Acima lease-to-own contracts, offset by a year-over-year increase of $114.8 million in cash provided by net earnings (net earnings less adjustments to reconcile net earnings to net cash provided by operating activities). Notes to Consolidated Financial Statements Note T - Segment Information, page 89 3. Pursuant to ASC 280-10-50-29, please tell us and disclose to state the specific segment measure(s) of profit or loss used by your CODMs to assess performance and allocate resources. Also refer to ASC 280-10-55-47.b. Response The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will disclose the specific segment financial measures of revenue and operating profit used by our CODMs to assess the operating performance and allocation of resources to our business operations. Please reference Appendix 1 for a revised excerpt from our Form 10-K, Note T - Segment Information, for the year ended December 31, 2024, as an example disclosure for future filings. 4. For each segment you present revenues and gross profit. It appears cost of revenues for each segment may be easily computable and a significant expense. Please tell us how your disclosure complies with the requirement to disclose easily computable significant segment expenses pursuant to ASC 280-50-10-26A. Response The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will disclose cost of revenues for each operating segment. Please reference Appendix 1 for a revised excerpt from our Form 10-K, Note T - Segment Information, for the year ended December 31, 2024, as an example disclosure for future filings. 5. Please reconcile the total of the reportable segments' amount for each measure of profit or loss to your consolidated income/loss before income taxes and discontinued operations or consolidated net income/loss as appropriate. Refer to ASC 280-10-50-30.b. Response The Company acknowledges the Staff’s comment, and in future filings, beginning with our Form 10-Q for the quarter ended September 30, 2025, we will reconcile the total reportable segments’ operating profit to consolidated earnings (loss) before income taxes. Please reference Appendix 1 for a revised excerpt from our Form 10-K, Note T - Segment Information, for the year ended December 31, 2024, as an example disclosure for future filings. If you have any questions or require further information regarding the above responses, you are welcome to contact me directly at 972-801-2292. Sincerely, /s/ FAHMI W. KARAM Fahmi W. Karam Chief Executive Officer Upbound Group, Inc. Appendix 1 Form 10-K for year-ended 2024 Revised Segment Disclosure Excerpts - Comments 3, 4, 5 Segment Information The operating segments reported below are the segments for which separate financial information is available and for which segment results are evaluated by our Chief Operating Decision Makers (“CODMs”). Our CODMs include Upbound’s Chief Executive Officer and Chief Financial Officer. Our CODMs regularly review revenues and operating profit for each operating segment in comparison to Company projections and previously reported periods, in addition to other factors, including the Company’s strategic initiatives, as well as industry, macroeconomic, and market trends, in determining the appropriate allocation of resources to support our business operations. Our operating segments are organized based on factors including, but not limited to, type of business transactions, geographic location and store ownership. Segment information for the year ended December 31, 2024 is as follows:   Year Ended December 31, 2024   Acima Rent-A-Center Mexico Franchising Total (in thousands) Revenues $ 2,261,446  $ 1,863,425  $ 78,726  $ 116,967  $ 4,320,564  Cost of revenues 1,558,826  570,879  22,294  88,214  2,240,213  Gross profit 702,620  1,292,546  56,432  28,753  2,080,351  Operating expenses Operating labor 102,981  487,772  18,416  —  609,169  Non-labor operating expenses (1) 295,588  486,643  22,964  6,440  811,635  Depreciation and amortization 1,376  20,367  1,566  141  23,450  Other segment items (2) 47,126  17,341  8,680  5,435  78,582  Segment operating profit 255,549  280,423  4,806  16,737  557,515  Corporate (265,884) Operating profit 291,631  Debt refinancing charges 6,604  Interest expense 110,585  Interest income (3,099) Earnings before income taxes $ 177,541  (1) Includes Lease Charge-Offs ("LCOs") of $211.8 million and $84.8 million for the Acima and Rent-A-Center segments, respectively. (2) Includes certain general and administrative expenses and other gains and charges. See Note N for additional information regarding other gains and charges.

September 25, 2025
Fahmi W. Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Upbound Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Filed February 25, 2025
Form 10-Q for Fiscal Period Ended June 30, 2025
Filed July 31, 2025
File No. 001-38047
Dear Fahmi W. Karam:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Period Ended June 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Analysis of Cash Flow, page 36
1.Please quantify all factors cited, pursuant to the guidance noted above, so investors
may understand their relative magnitude. Additionally, explain to us and disclose how
and why the cited factor of the acquisition of Brigit positively impacted operating
cash flows, despite a decrease in consolidated net income inclusive of the acquisition.
Further, discuss the underlying factor(s) associated with the timing of vendor
payments, for example, the reason for timing impacts. Refer to the guidance noted
above.

September 25, 2025
Page 2
Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Analysis of Cash Flow, page 47
2.You attribute the decrease in reported cash provided by operating activities in fiscal
2024 compared to fiscal 2023 of $95.6 million solely to an increase in your inventory
purchases, which appears to be about $57 million based on the change between 2024
and 2023 in the line Rental Merchandise reported in the statement of cash flows.
Based on changes in amounts reported in the statement of cash flows, it appears other
factors materially affected the change in operating cash flows between these periods
that have not been discussed. For example, net earnings/loss, adjusted for adjustments
to reconcile net earnings (loss) to net cash provided by operating activities,
increased $120 million, negative impact in the sum of receivables, accounts payable-
trade and accrued liabilities aggregating $157 million and increase in income taxes
paid, net of refunds, of $34 million. Refer to item 303(b) and all applicable
instructions to paragraph (b) regarding analysis of material changes in line items from
period to period. Also refer to the introductory paragraph of section IV.B and all of
B.1 of Release No. 33-8350 regarding the content of the analysis. Additionally, refer
to section III.D of Release No. 33-6835 (501.04 of the staff’s Codification of
Financial Reporting) regarding quantification of factors cited. Please revise your
analysis as appropriate.
Notes to Consolidated Financial Statements
Note T - Segment Information, page 89
3.Pursuant to ASC 280-10-50-29, please tell us and disclose to state the specific
segment measure(s) of profit or loss used by your CODMs to assess performance and
allocate resources. Also refer to ASC 280-10-55-47.b.
4.For each segment you present revenues and gross profit. It appears cost of revenues
for each segment may be easily computable and a significant expense. Please tell us
how your disclosure complies with the requirement to disclose easily computable
significant segment expenses pursuant to ASC 280-50-10-26A.
5.Please reconcile the total of the reportable segments' amount for each measure of
profit or loss to your consolidated income/loss before income taxes and discontinued
operations or consolidated net income/loss as appropriate. Refer to ASC 280-10-50-
30.b.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

September 25, 2025
Page 3
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 2, 2024
Fahmi Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, TX 75024
Re:Upbound Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38047
Dear Fahmi Karam:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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Document

April 30, 2024

Mr. Robert Shapiro

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: Upbound Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K Furnished February 22, 2024

File No. 001-38047

Dear Mr. Shapiro:

On behalf of Upbound Group, Inc. (the “Company”), this is a written response to the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission dated April 17, 2024 (the “Comment Letter”) regarding the Company’s filings referenced above. For reference, the comments contained in the Comment Letter have been reproduced below. Our responses have been included directly below each of the individual numbered comments included in the Comment Letter.

Form 8-K Furnished February 22, 2024

Exhibit 99.2 Upbound Group, Inc. Earnings Release

Fourth Quarter and Full Year 2023 Results & Key Metrics

Fourth Quarter Consolidated Results, page 1

1. Please present the most directly comparable GAAP measure "net income" for Adjusted EBITDA for fourth quarter and full year 2023 operating results. This applies to other charts in Exhibit 99.2 where you present and discuss operating profit as the most directly comparable GAAP measure for Adjusted EBITDA. This comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response

The Company acknowledges the Staff’s comment, and in future earnings releases and investor presentations, beginning with the Company’s May 2, 2024 earnings release and investor presentation announcing its financial results for the quarter ended March 31, 2024, the Company will present Net Earnings (Loss) with equal or greater prominence as the most directly comparable GAAP measure for Adjusted EBITDA. Please reference Appendix 1 below for examples of revised reconciliations of Net Earnings (Loss) to Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2023.

Reconciliation of operating profit (loss) to Adjusted EBITDA (consolidated and by segment)

Three months ended December 31, 2023 and 2022

Years Ended December 31, 2023 and 2022, page 15

2. Please reconcile "Adjusted EBITDA" to the most directly comparable GAAP measure "net income" for the three months and years ended December 31, 2023 and 2022. This comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response

The Company acknowledges the Staff’s comment, and in future earnings releases and investor presentations, beginning with the Company’s May 2, 2024 earnings release and investor presentation announcing its financial results for the quarter ended March 31, 2024, the Company will reconcile Net Earnings (Loss) as the most directly comparable GAAP measure to Adjusted EBITDA. Please reference Appendix 1 for examples of revised reconciliations of Net Earnings (Loss) to Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2023.

Exhibit 99.3 Investor Presentation

Supplemental Segment Performance Details - Including Non-GAAP Adjustments, page 24

3. It appears you remove "other charges" in arriving at non-GAAP operating expenses. Please describe the nature of the other charges and quantify each component therein to the extent material. Also, disclose why you believe it is appropriate to adjust for these charges and why it is meaningful to investors to do so. Further, describe the operating expenses adjusted to remove other charges as non-GAAP for clarity. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.

Response

Other Charges are disclosed and quantified as Special Items in the Company’s non-GAAP disclosures and reconciliations. Other Charges include certain gains and charges the Company views as extraordinary, unusual or non-recurring in nature, or which the Company believes do not reflect the operational performance of its core business activities. Other Charges for the three and twelve months ended December 31, 2022 and 2023, which were included in the “Supplemental Segment Performance Details - GAAP” table and excluded from the “Supplemental Segment Performance Details - including Non-GAAP Adjustments” table in Exhibit 99.3 of the Company’s Form 8-K furnished February 22, 2024 primarily represent:

•internal and third party acquisition and integration costs, depreciation and amortization expense associated with the fair value of acquired intangible and software assets, and stock compensation expense related to equity consideration associated with the Company’s acquisition of Acima Holdings in 2021;

•costs directly associated with reorganization activities;

•asset impairments and accelerated depreciation related to software integrations and conversions;

•legal settlements;

•losses directly related to natural disasters; and

•interest received on tax refunds related to amended returns for fiscal years prior to 2022.

As described above, the Company views these activities and the related financial impacts to the Company’s GAAP operating performance as extraordinary, unusual and/or non-recurring or as not reflecting the operational performance of the Company’s core business activities. Therefore, to provide investors with supplemental financial information on a period-over-period basis regarding the Company’s operating performance that is, in the Company’s determination, directly related to the Company’s core operating and administrative business activities, the financial transactions recorded to Other Charges (i.e. Special Items) are removed from the Company’s reporting of Non-GAAP operating results in its quarterly earnings releases and investor presentations.

The description and amounts of Other Charges for the fourth quarter and full year 2022 and 2023 reported in the “Supplemental Segment Performance Details” tables included in Exhibit 99.3 of the Company’s Form 8-K furnished on February 22, 2024 are disclosed and quantified as Special Item adjustments in the Reconciliation of Net Earnings (Loss) to Net Earnings Excluding Special Items and Non-GAAP Diluted Earnings Per Share and Reconciliation of Operating Profit (Loss) to Adjusted EBITDA (Consolidated and by Segment) for the three and twelve months ended December 31, 2023 included on pages 14 - 21 of the Company’s investor presentation included in Exhibit 99.3 of the Form 8-K furnished on February 22, 2024, and also in the revised reconciliations of Net Earnings (Loss) to Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2023 included in Appendix 1 below. Additional details of transactions recorded to Other Charges in our Statements of Operations for the year ended December 31, 2022 and 2023 are also disclosed in Note N of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

To further address the Staff’s comment, on a prospective basis the Company will provide additional disclosure in the Supplemental Segment Performance Details tables included in future investor presentations, beginning with the Company’s May 2, 2024 earnings disclosures, to clarify for investors that Other Charges are synonymous with the Special Item adjustments disclosed and quantified in the Reconciliations of Net Income (Loss) to Adjusted EBITDA and Reconciliations of Net Earnings (Loss) to Net Earnings Excluding Special Items and Non-GAAP Diluted Earnings Per Share also included in the Appendix of the Company’s investor presentations. Furthermore, in future investor presentations and earnings releases, beginning with the Company’s May 2, 2024 earnings disclosures, the Company will ensure the disclosure of Special Item adjustments provides investors with appropriate information to clarify the expense categories to which the adjustments directly relate.

If you have any questions or require further information regarding the above responses, you are welcome to contact me directly at 972-801-1301.

    Sincerely,

    /s/ FAHMI W. KARAM

    Fahmi W. Karam

    EVP, Chief Financial Officer

    Upbound Group, Inc.

Appendix 1

Reconciliation of Net earnings (loss) to Adjusted EBITDA (consolidated and by segment)

Table 1 Three Months Ended December 31, 2023

(In thousands) Rent-A-Center

  Acima  Mexico  Franchising  Corporate  Consolidated

Net earnings (loss) $ 61,880    $ 60,378    $ 1,429    $ 3,807    $ (138,748)   $ (11,254)

Plus: Interest, net —    —    —    —    28,455    28,455

Plus: Income tax expense —    —    —    —    38,694    38,694

Operating profit (loss) 61,880    60,378    1,429    3,807    (71,599)   55,895

Plus: Amortization, Depreciation 4,852    398    326    36    7,607    13,219

Plus: Stock-based compensation —    —    —    —    6,012    6,012

Plus: Special Items

Acima acquired assets depreciation and amortization(1)

 —    14,262    —    —    3,971    18,233

Acima equity consideration vesting —    —    —    —    9,379    9,379

Accelerated software depreciation —    —    —    —    4,609    4,609

Legal settlements —    —    —    —    275    275

Adjusted EBITDA $ 66,732    $ 75,038    $ 1,755    $ 3,843    $ (39,746)   $ 107,622

(1) Includes amortization of approximately $14.2 million related to the total fair value of acquired intangible assets and incremental depreciation of approximately $4.0 million.

Table 2 Three Months Ended December 31, 2022

(In thousands) Rent-A-Center

  Acima  Mexico  Franchising  Corporate  Consolidated

Net earnings (loss) $ 63,242    $ 56,983    $ 1,256    $ 3,954    $ (122,788)   $ 2,647

Plus: Interest, net —    —    —    —    26,402    26,402

Plus: Income tax expense —    —    —    —    13,289    13,289

Operating profit (loss) 63,242    56,983    1,256    3,954    (83,097)   42,338

Plus: Amortization, Depreciation 4,861    432    217    36    7,325    12,871

Plus: Stock-based compensation —    —    —    —    5,016    5,016

Plus: Special Items

Acima equity consideration vesting —    —    —    —    31,721    31,721

Acima acquired assets depreciation and amortization(1)

 —    14,262    —    —    3,972    18,234

Cost savings initiatives —    22    —    —    (200)   (178)

Legal settlements —    —    —    —    (148)   (148)

Store closure costs 111    —    —    —    —    111

Hurricane impacts 108    —    —    —    —    108

Adjusted EBITDA $ 68,322    $ 71,699    $ 1,473    $ 3,990    $ (35,411)   $ 110,073

(1) Includes amortization of approximately $14.3 million related to the total fair value of acquired intangible assets and incremental depreciation of approximately $4.0 million.

Table 3 Year Ended December 31, 2023

(In thousands) Rent-A-Center

  Acima  Mexico  Franchising  Corporate  Consolidated

Net earnings (loss) $ 273,518    $ 235,480    $ 4,846    $ 17,087    $ (536,110)   $ (5,179)

Plus: Interest, net —    —    —    —    109,998    109,998

Plus: Income tax expense —    —    —    —    58,046    58,046

Operating profit (loss) 273,518    235,480    4,846    17,087    (368,066)   162,865

Plus: Amortization, Depreciation 18,816    1,661    1,206    146    29,492    51,321

Plus: Stock-based compensation —    —    —    —    24,609    24,609

Plus: Special Items

Acima equity consideration vesting —    —    —    —    137,507    137,507

Acima acquired assets depreciation and amortization(1)

 —    57,048    —    —    15,886    72,934

Accelerated software depreciation —    —    —    —    9,218    9,218

Legal settlements —    —    —    —    319    319

Other(2)

 —    —    —    —    (3,069)   (3,069)

Adjusted EBITDA $ 292,334    $ 294,189    $ 6,052    $ 17,233    $ (154,104)   $ 455,704

(1) Includes amortization of approximately $57.0 million related to the total fair value of acquired intangible assets and incremental depreciation of approximately $15.9 million.

(2) Represents interest income on tax refunds for prior years received in 2023.

Table 4 Year Ended December 31, 2022

(In thousands) Rent-A-Center

  Acima  Mexico  Franchising  Corporate  Consolidated

Net earnings (loss) $ 334,525    $ 151,301    $ 6,267    $ 19,124    $ (498,860)   $ 12,357

Plus: Interest, net —    —    —    —    87,067    87,067

Plus: Income tax expense —    —    —    —    49,114    49,114

Operating profit (loss) 334,525    151,301    6,267    19,124    (362,679)   148,538

Plus: Amortization, Depreciation 20,526    1,928    711    146    29,768    53,079

Plus: Stock-based compensation —    —    —    —    19,399    19,399

Plus: Special Items

Acima equity consideration vesting —    —    —    —    143,210    143,210

Acima acquired assets depreciation and amortization(1)

 —    62,052    —    —    15,887    77,939

IT Asset disposals —    —    —    —    5,808    5,808

Cost savings initiatives 118    (384)   —    —    1,992    1,726

Store closure costs 1,368    —    —    —    —    1,368

Retail partner conversion losses —    1,169    —    —    —    1,169

State tax audit assessment reserves —    1,165    —    —    —    1,165

Hurricane impacts 249    —    —    —    —    249

Acima transaction costs —    —    —    —    187    187

Legal settlements —    —    —    —    (181)   (181)

Other —    77    —    —    (287)   (210)

Adjusted EBITDA $ 356,786    $ 217,308    $ 6,978    $ 19,270    $ (146,896)   $ 453,446

(1) Includes amortization of approximately $64.9 million related to the total fair value of acquired intangible assets, incremental depreciation of approximately $15.9 million related to the fair value increase over net book value for acquired software assets, and a depreciation credit adjustment of approximately $(2.9) million related to a step-down of estimated fair value below net book value for acquired lease merchandise.

United States securities and exchange commission logo
April 17, 2024
Fahmi Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, TX 75024
Re:Upbound Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K Furnished February 22, 2024
File No. 001-38047
Dear Fahmi Karam:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Furnished February 22, 2024
Exhibit 99.2 Upbound Group, Inc. Earnings Release
Fourth Quarter and Full Year 2023 Results & Key Metrics
Fourth Quarter Consolidated Results, page 1
1.Please present the most directly comparable GAAP measure "net income" for Adjusted
EBITDA for fourth quarter and full year 2023 operating results. This applies to other
charts in Exhibit 99.2 where you present and discuss operating profit as the most directly
comparable GAAP measure for Adjusted EBITDA. This comment also applies to your
Investor Presentation in Exhibit 99.3. Refer to Question 102.10(a) of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Reconciliation of operating profit (loss) to Adjusted EBITDA (consolidated and by segment)
Three months ended December 31, 2023 and 2022
Years Ended December 31, 2023 and 2022, page 15

 FirstName LastNameFahmi Karam
 Comapany NameUpbound Group, Inc.
 April 17, 2024 Page 2
 FirstName LastName
Fahmi Karam
Upbound Group, Inc.
April 17, 2024
Page 2
2.Please reconcile "Adjusted EBITDA" to the most directly comparable GAAP measure
"net income" for the three months and years ended December 31, 2023 and 2022. This
comment also applies to your Investor Presentation in Exhibit 99.3. Refer to Question
103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Exhibit 99.3 Investor Presentation
Supplemental Segment Performance Details - Including Non-GAAP Adjustments, page 24
3.It appears you remove "other charges" in arriving at non-GAAP operating expenses.
Please describe the nature of the other charges and quantify each component therein to the
extent material. Also, disclose why you believe it is appropriate to adjust for these charges
and why it is meaningful to investors to do so. Further, describe the operating expenses
adjusted to remove other charges as non-GAAP for clarity. Refer to Item 10(e)(1)(i)(C) of
Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 16, 2022
Maureen Short
Executive Vice President and CFO
Rent-A-Center, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Rent-A-Center, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-38047
Dear Maureen Short:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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November 10, 2022

Mr. Robert Shapiro

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: Rent-A-Center, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 28, 2022

Form 10-Q for the Fiscal Quarter Ended June 30, 2022

Filed August 5, 2022

File No. 001-38047

Dear Mr. Shapiro:

This letter supplements Rent-A-Center, Inc.’s (the “Company”, “our”) written response dated October 25, 2022 (“Original Response”) to your comment letter dated September 21, 2022 (the “Comment Letter”), and provides additional clarification regarding comment (3), as included in bold print within our original response below. We have not repeated the remaining questions or responses from the Company’s Original Response, which remain in effect.

Segment Performance

Rent A Center Business Segment, page 40

3. Please quantify in your annual and interim period filings the factors cited for changes in consolidated and segment results. Refer to section 501.04 of the staff’s Codification of Financial Reporting Policies. Consider the preceding in your analysis of operating cash flow on page 41. Also refer to Item 303(b)(2)(iii) of Regulation S-K regarding the change in revenues. Additionally, discuss if the growth in e-commerce revenues is a known favorable/unfavorable trend that is expected to materially affect segment and consolidated results. Refer to Item 303(b)(2)(ii) of Regulation S-K.

Response

The Company acknowledges the Staff’s comment, and in future filings will expand disclosures to provide additional quantitative information related to certain material factors contributing to period-over-period changes in our consolidated and segment results. Please reference the below revised disclosure excerpts from our Form 10-K for the year ended December 31, 2021, related

to our RAC Business segment performance and Analysis of Cash Flow sections, as examples of how we intend to expand our disclosures in future filings:

“Revenues. The increase in revenue for the year ended December 31, 2021 was primarily due to an increase in same store sales revenue of approximately 15.4% over the prior year, partially driven by a higher portfolio balance of approximately $13.8 million and an increase in e-commerce sales of approximately $81.5 million, partially offset by the impact of refranchising approximately 100 stores in California in the fourth quarter of 2020. Our portfolio balance, as described above, represents the aggregate dollar value of the expected monthly rental revenue associated with our active lease agreements in the Rent-A-Center Business segment as of December 31, 2021 and 2020.

“Operating Profit. Operating profit as a percentage of segment revenues was 22.0% for 2021 compared to 18.0% for 2020. The increase in operating profit for the year ended December 31, 2021 was driven primarily by higher revenues as described above, partially offset by higher merchandise losses and higher labor expense compared to the prior year period. Charge-offs in our Rent-A-Center Business lease-to-own stores due to customer stolen merchandise, expressed as a percentage of Rent-A-Center Business lease-to-own revenues, were approximately 3.4% for the year ended December 31, 2021, compared to 3.0% in 2020. Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims. Charge-offs in our Rent-A-Center Business lease-to-own stores due to other merchandise losses, expressed as a percentage of revenues, were approximately 1.6% for the year ended December 31, 2021, compared to 1.5% in 2020. Finally, labor expense for our RAC Business segment increased by approximately $29.3 million for the 12 months ended December 31, 2021, compared to 2020, primarily due to wage inflation described further in Trends and Uncertainties above.”

“Analysis of Cash Flow. Cash provided by operating activities increased by $155.8 million to $392.3 million in 2021 from $236.5 million in 2020, primarily due to the acquisition of Acima Holdings, which contributed revenue and operating profit of approximately $1.5 billion and $152.5 million, respectively, to our results of operations in 2021 following the acquisition. The impact of the acquisition of Acima Holdings was partially offset by cost savings initiatives implemented by the Company in response to the COVID-19 pandemic in the first half of 2020, in addition to cash benefits stemming from the CARES Act in 2020.”

The Company also acknowledges the Staff’s comment regarding the trend of e-commerce revenues in our RAC Business segment and will provide additional disclosure of this trend in the Trends & Uncertainties section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in future Form 10-Q and 10-K filings. Please reference the below disclosure as an example of what the Company intends to disclose in future filings:

“In recent years e-commerce revenues have continued to increase as a percentage of total revenues in our RAC Business segment. For the 12 months ended December 31, 2021, e-commerce revenues represented approximately 20.8% of total RAC Business segment revenues compared to 18.5% for the same period in 2020. Due to recent trends in consumer shopping behaviors and expectations, the Company believes e-commerce solutions are an important part of its lease-to-own offering. However, the Company is unable to quantify the extent to which e-commerce revenues are incremental compared to what its overall revenues would have been in the absence of those e-commerce transactions. In addition, the profitability of e-commerce

transactions can be impacted by different merchandise loss considerations compared to traditional store-based transactions in the RAC Business segment. Therefore, the Company is unable to determine with certainty whether the continuation of this trend toward increased e-commerce transactions will have a significant impact to our financial statements in future periods or be favorable or unfavorable to our financial results.”

If you have any questions or require further information regarding the above responses, you are welcome to contact me directly at 972-801-1301.

 Sincerely,

 /s/ John Tschirhart

 John Tschirhart

 Senior Vice President - Controller

 Rent-A-Center, Inc.

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October 25, 2022

Mr. Robert Shapiro

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: Rent-A-Center, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 28, 2022

Form 10-Q for the Fiscal Quarter Ended June 30, 2022

Filed August 5, 2022

File No. 001-38047

Dear Mr. Shapiro:

On behalf of Rent-A-Center, Inc. (the “Company”), this is a written response to your comment letter dated September 21, 2022 (the “Comment Letter”) regarding the Company’s filings referenced above.  For reference the comments contained in the Comment Letter have been reproduced below. Our responses have been included directly below each of the individual numbered comments included in your Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comparison of the Years Ended December 31, 2021 and 2020

Gross Profit, page 39

1. Please discuss in detail here how Acima's use of a different merchandise lease depreciation policy results in a lower consolidated gross margin relative to the depreciation policy for other operations so investors may have a better understanding of its continuing effect. Refer to Item 303(b)(2)(i) of Regulation S-K. Also consider similar disclosure in your discussion of segment operating profit for the Acima segment to the extent meaningful going forward.

Response

Depreciation of lease merchandise for Acima Holdings (our “virtual business”), which the Company acquired in February 2021, is recognized using a straight-line method over the term of the lease-to-own (“LTO”) contract. Under the straight-line method, depreciation of lease

merchandise is recognized each period over the term of the LTO contract irrespective of receipt of revenue payments from the customer and assumes no salvage value. Depreciation of lease merchandise for our RAC Business LTO stores and former Preferred Lease LTO locations (“legacy RAC business”) is primarily provided using the income forecasting method and assumes no salvage value. Under the income forecasting method, the consumption of lease merchandise occurs during periods of rental and depreciation directly coincides with the receipt of rental revenue over the LTO contract period, as disclosed under Critical Accounting Estimates, Uncertainties or Assessments in Our Financial Statements, and Note A in the Notes to our Consolidated Financial Statements included in our Form 10-K. Merchandise depreciation under both the straight-line and income forecasting methods is recorded to Cost of Rentals & Fees in the Company’s Consolidated Statement of Operations.

For lease contracts in which the customer maintains current payment status, recognition of lease merchandise depreciation expense is equivalent for both the straight-line and income forecasting methods. However, in the event lease contracts become past due, depreciation expense under the straight-line method will exceed depreciation expense recognized under the income forecasting method, due to each particular method’s recognition of depreciation expense in correlation to receipt of customer rental payments. This ultimately results in higher merchandise depreciation expense, and corresponding lower gross margin, for all past due contracts in our virtual business compared to our legacy RAC business, in any given period. In future filings we will expand disclosures of our consolidated results of operations, and corresponding Acima segment results to the extent meaningful, to provide investors additional information regarding the impact to gross margin related to the Company’s depreciation policies. Please reference the below revised disclosure excerpt from our Form 10-K for the year ended December 31, 2021, as an example of how we intend to expand our disclosures in future filings:

“Gross profit as a percentage of total revenue for the 12 months ended December 31, 2021 decreased to 48.8%, as compared to 59.4% for the 12 months ended December 31, 2020, primarily due to the acquisition of Acima Holdings and corresponding significant increase in LTO contracts utilizing a straight-line depreciation method; compared to the prior year, in which the Company’s lease merchandise was primarily depreciated using the income forecasting method. Following the acquisition of Acima Holdings, we expect changes in consolidated gross margin to primarily reflect period-over-period changes in LTO business volume between our virtual business and legacy RAC business. Please reference Critical Accounting Estimates, Uncertainties or Assessments in Our Financial Statements, included in our Form 10-K, for additional disclosure of our depreciation policies for lease merchandise.”

Revenues, page 40

2. Please explain what "higher portfolio balance" represents and how it affects the amount of revenues reported.

Response

“Portfolio balance” is a commonly used industry term associated with the Company’s current active lease contracts, or merchandise on-rent. The calculation of “portfolio balance” in our RAC Business segment is the aggregate dollar value of the expected monthly rental income associated with current active lease agreements within the operating segment at the end of any given period. Since LTO revenues in our RAC Business operating segment are almost exclusively related to

income earned on customer lease agreements, increases or decreases in our lease portfolio balance have a direct correlation to the corresponding period-over-period change in revenues. In future filings, when referencing a change in the “portfolio balance” as a key driver of our revenue performance, we will also include disclosure concerning the meaning of this term.

Segment Performance

Rent A Center Business Segment, page 40

3. Please quantify in your annual and interim period filings the factors cited for changes in consolidated and segment results. Refer to section 501.04 of the staff’s Codification of Financial Reporting Policies. Consider the preceding in your analysis of operating cash flow on page 41. Also refer to Item 303(b)(2)(iii) of Regulation S-K regarding the change in revenues. Additionally, discuss if the growth in e-commerce revenues is a known favorable/unfavorable trend that is expected to materially affect segment and consolidated results. Refer to Item 303(b)(2)(ii) of Regulation S-K.

Response

The Company acknowledges the Staff’s comment, and in future filings will expand disclosures to provide additional quantitative information related to certain material factors contributing to period-over-period changes in our consolidated and segment results. Please reference the below revised disclosure excerpts from our Form 10-K for the year ended December 31, 2021, related to our RAC Business segment performance and Analysis of Cash Flow sections, as examples of how we intend to expand our disclosures in future filings:

“Revenues. The increase in revenue for the year ended December 31, 2021 was primarily due to an increase in same store sales revenue of approximately 15.4% over the prior year, partially driven by a higher portfolio balance of approximately $13.8 million and an increase in e-commerce sales of approximately $81.5 million, partially offset by the impact of refranchising approximately 100 stores in California in the fourth quarter of 2020.”

“Operating Profit. Operating profit as a percentage of segment revenues was 22.0% for 2021 compared to 18.0% for 2020. The increase in operating profit for the year ended December 31, 2021 was driven primarily by higher revenues as described above, partially offset by higher merchandise losses and higher labor expense compared to the prior year period. Charge-offs in our Rent-A-Center Business lease-to-own stores due to customer stolen merchandise, expressed as a percentage of Rent-A-Center Business lease-to-own revenues, were approximately 3.4% for the year ended December 31, 2021, compared to 3.0% in 2020. Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims. Charge-offs in our Rent-A-Center Business lease-to-own stores due to other merchandise losses, expressed as a percentage of revenues, were approximately 1.6% for the year ended December 31, 2021, compared to 1.5% in 2020. Finally, labor expense for our RAC Business segment increased by approximately $29.3 million for the 12 months ended December 31, 2021, compared to 2020, primarily due to wage inflation described further in Trends and Uncertainties above.”

“Analysis of Cash Flow. Cash provided by operating activities increased by $155.8 million to $392.3 million in 2021 from $236.5 million in 2020, primarily due to the acquisition of Acima Holdings, which contributed revenue and operating profit of approximately $1.5 billion and

$152.5 million, respectively, to our results of operations in 2021 following the acquisition. The impact of the acquisition of Acima Holdings was partially offset by cost savings initiatives implemented by the Company in response to the COVID-19 pandemic in the first half of 2020, in addition to cash benefits stemming from the CARES Act in 2020.”

The Company also acknowledges the Staff’s comment regarding the trend of e-commerce revenues in our RAC Business segment and will provide additional disclosure of this trend in the Trends & Uncertainties section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in future Form 10-Q and 10-K filings. Please reference the below disclosure as an example of what the Company intends to disclose in future filings:

“In recent years e-commerce revenues have continued to increase as a percentage of total revenues in our RAC Business segment. For the 12 months ended December 31, 2021, e-commerce revenues represented approximately 20.8% of total RAC Business segment revenues compared to 18.5% for the same period in 2020. Due to recent trends in consumer shopping behaviors and expectations, the Company believes e-commerce solutions are an important part of its lease-to-own offering. However, the Company is unable to quantify the extent to which e-commerce revenues are incremental compared to what its overall revenues would have been in the absence of those e-commerce transactions. In addition, the profitability of e-commerce transactions can be impacted by different merchandise loss factors compared to traditional store-based transactions in the RAC Business segment. Therefore, the Company is unable to determine with certainty whether the continuation of this trend toward increased e-commerce transactions will have a significant impact to our financial statements in future periods or be favorable or unfavorable to our financial results.”

Form 10-Q for the Fiscal Quarter Ended June 30, 2022

Financial Statements

Notes to Condensed Consolidated Financial Statements

Note 4 - Receivables and Allowance for Doubtful Accounts, page 11

4. We note in your earnings calls for the periods ended December 31, 2021, March 31, 2022 and June 30, 2022 that you tightened and enhanced your underwriting guidelines that affected provisions for delinquencies and credit losses in the Acima business segment. However, it appears your accounting policy regarding receivables and allowance for doubtful accounts has not changed from that disclosed at December 31, 2020. Please explain to us your consideration of ASC 326-20-50-10 and 11 regarding the impact of the Acima acquisition on your policy.

Response

The Company’s accounting assessment for the acquired entity, Acima Holdings, concluded virtual LTO agreements (i.e. leases originated through a third party retailer’s e-commerce platform or un-staffed retailer locations) qualify as operating leases, defined under ASC 842-10-25, consistent with the Company’s historical evaluation of LTO agreements for legacy RAC. Therefore, the Company believes our LTO agreements are excluded from the scope of ASC 326, as described in ASC 326-20-15-3.

Our accounting policy for lease receivables prior to and subsequent to the acquisition of Acima Holdings, takes into consideration guidance provided under ASC 842-30-25 and ASC 450, requiring ongoing probability assessments of collectability of future lease payments from the lease commencement date through the remaining term of the lease. In accordance with the above guidance, the Company accrues revenue for renewal and uncollected lease payments on a net basis to Rentals and Fees in our Consolidated Statement of Operations with a corresponding net adjustment to Trade Receivables, based on the Company’s assessment of the probability of collectability utilizing historical collection rates.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Business and Operational Trends

Other Macroeconomic Conditions and Changes in underwriting, page 26

5. You disclose you have been impacted by negative macroeconomic trends, including a condensed labor market, wage inflation, global supply chain issues and inflation affecting your revenues and underwriting. Please expand your disclosure to identify the principal factors contributing to these issues and clarify the resulting impact on you. Additionally, disclose any known trends or uncertainties regarding these issues that are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations. Refer to Item 303(b)(2)(ii) of Regulation S-K.

Response

The Company acknowledges the Staff’s comment, and in future filings will provide expanded disclosures regarding material macroeconomic trends, including known factors contributing to the trends and corresponding impacts to the Company. Please reference the below disclosure excerpt from our Form 10-Q as of June 30, 2022, revised to provide an example of how we intend to expand our disclosures of macroeconomic trends in future filings:

“In the third quarter of 2021 we began to experience negative customer behavioral trends, including increases in delinquent payments and merchandise loss activity, resulting in declining revenues and increased operating expenses, respectively. These negative trends continued to accelerate in the fourth quarter of 2021, following the expiration of government stimulus and relief programs combined with a significant rise in the US consumer price index, leading the Company to tighten our underwriting policies in an effort to mitigate their effects. The continuation of the above trends combined with the tightening of our underwriting policies, which reduced our portfolio of active leases with a corresponding decrease to lease revenues, has continued to negatively impact our operating profit and cash flows from operations, during the first half of 2022.”

“Other Macroeconomic Conditions. In addition to the negative trends in customer behavior described above, we have also been impacted by other negative macroeconomic trends, including a condensed labor market, which has contributed to wage inflation, and global supply chain disruptions resulting in reduced product availability and rising product costs. Recent wage inflation trends have resulted in higher labor costs for the Company, while supply chain disruptions have partially contributed to declines in our revenue, due to lower product availability, and increased merchandise losses driven by higher product costs.”

“While we are unable to predict with certainty or quantify the full impact the above trends may have on our financial performance in future periods, continuation of these trends may have a material adverse impact on our financial statements, including our results of operations, operating cash flows, liquidity and capital resources.”

If you have any ques

United States securities and exchange commission logo
September 21, 2022
Maureen Short
Executive Vice President and CFO
Rent-A-Center, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Rent-A-Center, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
Form 10-Q for the Fiscal Quarter Ended June 30, 2022
Filed August 5, 2022
File No. 001-38047
Dear Ms. Short:
            We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020
Gross Profit, page 39
1.Please discuss in detail here how Acima's use of a different merchandise lease
depreciation policy results in a lower consolidated gross margin relative to the
depreciation policy for other operations so investors may have a better understanding of
its continuing effect.  Refer to Item 303(b)(2)(i) of Regulation S-K.  Also consider similar
disclosure in your discussion of segment operating profit for the Acima segment to the
extent meaningful going forward.

 FirstName LastNameMaureen Short
 Comapany NameRent-A-Center, Inc.
 September 21, 2022 Page 2
 FirstName LastName
Maureen Short
Rent-A-Center, Inc.
September 21, 2022
Page 2
Revenues, page 40
2.Please explain what "higher portfolio balance" represents and how it affects the amount of
revenues reported.
Segment Performance
Rent A Center Business Segment, page 40
3.Please quantify in your annual and interim period filings the factors cited for changes in
consolidated and segment results.  Refer to section 501.04 of the staff’s Codification of
Financial Reporting Policies.  Consider the preceding in your analysis of operating cash
flow on page 41.  Also refer to Item 303(b)(2)(iii) of Regulation S-K regarding the change
in revenues.  Additionally, discuss if the growth in e-commerce revenues is a known
favorable/unfavorable trend that is expected to materially affect segment and consolidated
results.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
Form 10-Q for the Fiscal Quarter Ended June 30, 2022
Financial Statements
Notes to Condensed Consolidated Financial Statements
Note 4 - Receivables and Allowance for Doubtful Accounts, page 11
4.We note in your earnings calls for the periods ended December 31, 2021, March 31, 2022
and June 30, 2022 that you tightened and enhanced your underwriting guidelines that
affected provisions for delinquencies and credit losses in the Acima business segment.
However, it appears your accounting policy regarding receivables and allowance for
doubtful accounts has not changed from that disclosed at December 31, 2020.  Please
explain to us your consideration of ASC 326-20-50-10 and 11 regarding the impact of the
Acima acquisition on your policy.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business and Operational Trends
Other Macroeconomic Conditions and Changes in underwriting, page 26
5.You disclose you have been impacted by negative macroeconomic trends, including a
condensed labor market, wage inflation, global supply chain issues and inflation affecting
your revenues and underwriting.  Please expand your disclosure to identify the principal
factors contributing to these issues and clarify the resulting impact on you.  Additionally,
disclose any known trends or uncertainties regarding these issues that are reasonably
likely to have a material impact on your cash flows, liquidity, capital resources, cash
requirements, financial position, or results of operations.  Refer to Item 303(b)(2)(ii) of
Regulation S-K.

 FirstName LastNameMaureen Short
 Comapany NameRent-A-Center, Inc.
 September 21, 2022 Page 3
 FirstName LastName
Maureen Short
Rent-A-Center, Inc.
September 21, 2022
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 20, 2020
Maureen B. Short
Executive Vice President and Chief Financial Officer
Rent-A-Center, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Rent-A-Center, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-38047
Dear Ms. Short:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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October 14, 2020

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Scott Anderegg; Erin Jaskot

Re:  Rent-A-Center, Inc.

  Definitive Proxy Statement on Schedule 14A

  Filed April 23, 2020

  File No. 001-38047

Ladies and Gentlemen:

Rent-A-Center, Inc. (the “Company”) hereby provides the following responses to the comment letter dated September 29, 2020 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Definitive Proxy Statement on Schedule 14A filed on April 23, 2020 (the “Proxy Statement”).  For reference, the comments contained in the Comment Letter have been reproduced in bold below.  The headings and pages below correspond to the headings and pages of the Proxy Statement.  All capitalized terms used but not defined herein have the meanings ascribed to them in the Proxy Statement.

Compensation Discussion and Analysis

Annual Cash Incentive Compensation, page 25

1.We note that the Compensation Committee made adjustments to the actual results for EBITDA, cash flow, and consolidated same store sales when determining the payout amount under the annual cash incentive program.  Please tell us how the Compensation Committee determined the adjustments to make for each of the categories listed (cost savings initiatives, incremental legal fees and settlements, refranchising, and the acquisition of Merchants Preferred).  We also note that operating profit for the fiscal year ended December 31, 2019 increased primarily due to the receipt of a payment of $92.5 million in cash relating to the Vintage Settlement.  Please tell us whether adjustments were made for the Vintage Settlement, and, if so, how these adjustments impacted the overall payout amount.

Company Response:  The Compensation Committee retains discretion to adjust payouts (both increases and decreases) under the Company’s annual cash incentive program for executives to ensure the program serves its intended purposes and remains aligned with the Company’s growth objectives and strategies.  The Compensation Committee believes annual cash incentive compensation should be determined based on core operating results and not be materially impacted by one-time, non-recurring items or items beyond the control

of management, whether those items have a positive or negative impact.  In addition, the Compensation Committee seeks to ensure the incentive plan is aligned with the Company’s strategic initiatives by making adjustments from time to time under the annual cash incentive plan that incentivize management to pursue value added strategic initiatives.

During the review of 2019 financial results, consistent with past practice, the Company’s management team identified several items which were considered one-time in nature and/or not a measure of core operating results and that, as of early 2019 at the time of establishing the performance levels for the metrics in the 2019 bonus program, were not anticipated or not reasonably estimable.  The financial impact was quantified for each item and adjustments, both positive and negative, were determined based on amounts which would eliminate the impact of the particular items on the annual cash incentive compensation program.  Each adjustment was presented to the Compensation Committee for consideration and the adjustments were approved by the Compensation Committee individually and in the aggregate.  For the 2019 bonus plan, the adjustments approved by the Compensation Committee netted to an overall reduction in both EBITDA and Cash Flow resulting in a decrease in cash incentive compensation paid to executives.  No adjustments were made by the Compensation Committee to 2019 consolidated same store sales.

EBITDA for purposes of the cash incentive plan is defined as Adjusted EBITDA as disclosed to the Company’s investors.1  Reported Adjusted EBITDA excludes special items.2  Further adjustments to the EBITDA factor reviewed and approved by the Compensation Committee for EBITDA under the 2019 cash incentive plan included a net reduction of $870 thousand primarily related to the removal of refranchising transaction benefits.

Cash Flow for purposes of the cash incentive plan is defined as Free Cash Flow as disclosed to the Company’s investors, which is calculated as Cash Flow from Operating Activities less the purchase of property assets.3  Adjustments reviewed and approved by the Compensation Committee for cash flow performance under the 2019 cash incentive plan included reductions of $60.8 million in the aggregate and increases of $29 million in the aggregate.  Adjustments which reduced Cash Flow included reductions to (a) remove the benefit of the Vintage Capital settlement net of termination expenses, and (b) remove the benefit of refranchising transactions.  Adjustments which increased Cash Flow included increases to (w) remove the negative impact of a class action settlement with respect to a lawsuit originally filed in 2017, (x) remove the negative impact of the Merchants Preferred acquisition, (y) remove the negative impact of pre-funding January 2020 payroll due to an end of year ADP payroll system implementation, and (z) remove the negative impact of taxes on the partial sale / lease back of the corporate headquarters building.  Cash Flow does not include benefits from the cash payments received from refranchising or the partial sale / lease back of the corporate headquarters since the manner in which Cash Flow is calculated (as described above) would not include proceeds from sales of assets or acquisitions of businesses.  Each adjustment listed is net of taxes and no adjustments were made to our cash

1 The payout grid approved by the Compensation Committee under the Company’s annual bonus plan reflected potential EBITDA achievement levels net of the impact of the Company’s annual bonus plan payouts on reported Adjusted EBITDA.

2 For fiscal 2019 special items, approximately $60.7 million of pre-tax gains were excluded from the Company’s reported Adjusted EBITDA related primarily to the Vintage Capital merger termination settlement, gain on the sale of the Company’s corporate headquarters, and insurance proceeds related to the impacts of Hurricane Maria in 2017, partially offset by professional fees and other costs related to the Vintage merger termination, a class action settlement with respect to a lawsuit originally filed in 2017, financial impacts stemming from cost savings initiatives and store closures, state tax audit assessment reserves for tax years prior to 2018, and transaction fees related to the acquisition of Merchants Preferred.  These adjustments included both cash and non-cash items.

3 The payout grid approved by the Compensation Committee under the Company’s annual bonus plan reflected potential cash flow achievement levels net of the impact of the Company’s annual bonus plan payouts on reported Free Cash Flow.

-2-

flow performance for cost savings initiative expenses.  The Vintage Capital settlement adjustment was made to prevent the settlement payment from benefiting the annual cash incentive compensation program.  The net impact of the Compensation Committee adjustments resulted in cash flow performance under the 2019 cash incentive plan being reduced by $31.8 million.

Compensation Discussion and Analysis

Long-Term Incentive Compensation, page 26

2.Please tell us how the Compensation Committee determined the amount of the long-term incentive compensation award for each of the named executive officers in 2019. Please also tell us why the amounts disclosed on page 27 appear in brackets.

Company Response:  The Compensation Committee believes long-term incentive compensation is a critical element of the executive compensation program to further align the interests of the executive team with the interests of the Company’s stockholders and to provide a longer-term focus.  As in prior years and as described in the Proxy Statement, in 2019, the Compensation Committee determined the amount of the long-term incentive compensation awards for the named executive officers taking into account market data for similar positions at peer group companies and the scope of each executive’s role and responsibilities.  The market data included data compiled by the Company’s Human Resources department and the peer group benchmarking analysis conducted by the Compensation Committee’s independent consultants, Korn Ferry.  Following its consideration of the market data along with the other factors noted above, the Compensation Committee determined the long-term incentive compensation awards for each executive.  The bracketed amounts included in the Proxy Statement were accurate.  The brackets themselves were inadvertently not removed prior to filing the Proxy Statement with the Commission.  However, this error was corrected in the Company’s annual report provided to all investors in advance of the 2020 annual shareholders meeting, which is also available on the Company’s website at https://investor.rentacenter.com/financial-information/annual-reports.

*    *    *

If you have any questions or desire further information regarding the Company’s responses, please call me at (972) 624-6773.

  Sincerely,

  /s/ Bryan Pechersky

  Bryan Pechersky

  Executive Vice President, General Counsel and Secretary

  Rent-A-Center, Inc.

-3-

United States securities and exchange commission logo
September 29, 2020
Maureen B. Short
Executive Vice President and Chief Financial Officer
Rent-A-Center, Inc.
5501 Headquarters Drive
Plano, Texas 75024
Re:Rent-A-Center, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 23, 2020
File No. 001-38047
Dear Ms. Short:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Proxy Statement on Schedule 14A filed April 23, 2020
Compensation Discussion and Analysis
Annual Cash Incentive Compensation, page 25
1.We note that the Compensation Committee made adjustments to the actual results for
EBITDA, cash flow, and consolidated same store sales when determining the payout
amount under the annual cash incentive program.  Please tell us how the Compensation
Committee determined the adjustments to make for each of the categories listed (cost
savings initiatives, incremental legal fees and settlements, refranchising, and the
acquisition of Merchants Preferred).  We also note that operating profit for the fiscal year
ended December 31, 2019 increased primarily due to the receipt of a payment of $92.5
million in cash relating to the Vintage Settlement.  Please tell us whether adjustments
were made for the Vintage Settlement, and, if so, how these adjustments impacted the
overall payout amount.

 FirstName LastNameMaureen B. Short
 Comapany NameRent-A-Center, Inc.
 September 29, 2020 Page 2
 FirstName LastName
Maureen B. Short
Rent-A-Center, Inc.
September 29, 2020
Page 2
Long-Term Incentive Compensation, page 26
2.Please tell us how the Compensation Committee determined the amount of the long-term
incentive compensation award for each of the named executive officers in 2019.  Please
also tell us why the amounts disclosed on page 27 appear in brackets.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Scott Anderegg, Staff Attorney at 202-551-3342 or Erin Jaskot, Legal
Branch Chief at 202-551-3442 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESPONDENCE

 April 26, 2017

VIA EDGAR AND E-MAIL

 Perry J. Hindin, Esq.

Special Counsel

 Office of Mergers & Acquisitions

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
Rent-A-Center, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed April 11, 2017

File No. 1-38047

 Dear Mr. Hindin:

On April 11, 2017, Rent-A-Center, Inc. (the “Company”) filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with
the Securities and Exchange Commission (the “Commission”) relating to the Company’s 2017 Annual Meeting of Stockholders, scheduled to be held on June 8, 2017 (including any adjournment, postponement or rescheduling thereof, the
“2017 Annual Meeting”). This letter is in response to the Staff’s comment letter of April 25, 2017, with respect to the Company’s compliance with Exchange Act Rule 14a-13(a)(3). In response to the Staff’s comment
letter, set forth below are the Staff’s comments in italics followed by the Company’s responses.

 Staff Comments:

For the reasons conveyed to Todd Thorson on a telephone call earlier today, we are unable to agree with your conclusion that the required broker search was
conducted more than 20 business days in advance of the April 24 record date for the annual meeting such that the Company complied with Exchange Act Rule 14a-13(a)(3). Please amend the Company’s proxy statement to acknowledge such
non-compliance. While the staff of the Division of Corporation Finance will not undertake any further examination of the Company’s non-compliance with this rule at this time, please note that the staff reserves the right to make further inquiry
into this matter and make any recommendations it deems appropriate.

 Company Response:

Today, the Company filed Amendment No. 2 to the Preliminary Proxy Statement with the Commission in which it disclosed its non-compliance with Rule
14a-13(a)(3) in connection with the Company’s upcoming annual meeting of stockholders. The Company understands that the Staff reserves the right to make further inquiry into this matter and make any recommendations it deems appropriate.

 Perry J. Hindin, Esq.

Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 April 26, 2017

  Page
 2

 * * * * * *

If you or any other member of the Staff of the Commission has any questions or comments regarding the foregoing, please telephone the
undersigned, Tom Hughes, of Winston & Strawn LLP, which is serving as counsel to the Company. Mr. Hughes can be reached by telephone at (214) 453-6441 or via email at TWHughes@winston.com.

Sincerely,

/s/ Thomas W. Hughes

Thomas W. Hughes

cc:
Ms. Dawn Wolverton (Rent-A-Center, Inc.)

Mr. Todd J. Thorson (Winston & Strawn LLP)

April 25, 2017

Thomas W. Hughes , Esq.
Winston & Strawn LLP
2501 N. Harwood Street
17th Floor
Dallas, Texas 75201

Re: Rent -A-Center, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed April 24, 201 7
File No. 1-38047

Dear M r. Hughes :

 We are in receipt of your letter dated April 24 , 201 7 responding to our  comment letter dated
April 2 1, 2017 .

For the reasons conveyed to T odd Thorson on a telephone call earlier today, we are unable to
agree with your conclusion that the required broker search was conducted more than 20 business
days in advance of the April 24 record date for the annual meeting  such that the Company complied
with Exchange Act Rule 14a -13(a)(3).  Please amend the Company’s proxy statement to
acknowledge such non -compl iance.  While the staff of the Division of Corporation Finance will not
undertake any further examination of the Company’s non -compliance with this rule at this time,
please note that the staff reserves the right to make further inquiry into this matter and make any
recommendations it deems appropriate.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 5 51-3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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CORRESPONDENCE

 April 24, 2017

VIA EDGAR AND E-MAIL

Perry J. Hindin, Esq.

 Special Counsel

Office of Mergers & Acquisitions

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
Rent-A-Center, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed April 11, 2017

File No. 1-38047

 Dear Mr. Hindin:

On April 11, 2017, Rent-A-Center, Inc. (the “Company”) filed a
preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Company’s 2017 Annual Meeting of Stockholders, scheduled to be held on
June 8, 2017 (including any adjournment, postponement or rescheduling thereof, the “2017 Annual Meeting”). This letter is in response to the Staff’s comment letter of April 21, 2017, with respect to the timing of the record
date for the 2017 Annual Meeting in light of Exchange Act Rule 14a-13(a). In response to the Staff’s comment letter, set forth below are the Staff’s comments in italics followed by the Company’s
responses.

 Staff Comments:

 We note that
the preliminary proxy statement indicates that the record date for the Annual Meeting was April 10. It is our understanding that the record date has been changed to April 24. Please ensure the disclosure in the proxy statement is revised to reflect
this new date. Please also tell us how the Company has complied with Exchange Act Rule 14a-13(a)(3) with respect to this solicitation. Include in your response the date that the Company conducted the inquiry
required by Rule 14a-13(a)(1). It is our understanding that that the Company may have conducted such inquiry on April 20 notwithstanding a record date of April 24.

Company Response:

 Exchange Act Rule 14a-13(a)(1) provides that if a registrant knows that securities of any class entitled to vote at a meeting which is the subject of proxy solicitation are held of record by a broker, dealer, voting trustee, bank
association or other entity that exercises fiduciary powers in nominee name or otherwise, the registrant must make certain inquires of such holders of record (commonly known as a broker search) with respect to beneficial ownership of the securities
so held of record.

 Mr. Perry Hindin, Esq.

Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 April 24, 2017

  Page
 2

 Exchange Act Rule 14a-13(a)(3) establishes the timing for conducting
the required broker search. This rule requires that a registrant make its broker search inquiries at least 20 business days prior to the record date of the meeting of security holders.

In anticipation of setting a record date for the 2017 Annual Meeting of April 10, 2017 (the “Original Record Date”), the Company instructed its
third-party proxy solicitor to begin the broker search required under Exchange Act Rule 14a-13(a) on March 13, 2017 (the “Original Broker Search”), and the Company’s proxy solicitor
confirmed the broker search was conducted on that date. The Company’s board of directors subsequently approved the Original Record Date. On April 20, 2017, the Company’s board of directors established a new record date for the 2017
Annual Meeting of April 24, 2017 (the “New Record Date”). Also on April 20, 2017, the Company instructed its proxy solicitor to amend the Original Broker Search to inform holders of records of the New Record Date (the
“Amended Broker Search”).

 We believe that the Company made the required inquiry at least 20 business days prior to Original Record Date for the
2017 Annual Meeting when it directed the broker search to be conducted on March 13, 2017. Further, in an effort to ensure that the broker search yielded the most accurate data following the change in record date for the 2017 Annual Meeting, the
Company instructed its proxy solicitor to conduct the Amended Broker Search. Taking the Original Broker Search and the Amended Broker Search together, the required broker search was conducted more than 20 business days in advance of the record date
for the 2017 Annual Meeting, and the Company and its third-party proxy solicitor have responded to inquiries as they have arisen and will take such steps as are appropriate to ensure that proxy materials in connection with the 2017 Annual Meeting
are being furnished to beneficial owners in keeping with the purpose of Exchange Act Rule 14a-13(a).

 The Company
has taken note of the Staff’s comment to ensure that the disclosure in the proxy statement be revised to reflect the New Record Date, and it will amend its proxy statement accordingly.

*    *    *    *    *    *

If you or any other member of the Staff of the Commission has any questions or comments regarding the foregoing, please telephone the
undersigned, Tom Hughes, of Winston & Strawn LLP, which is serving as counsel to the Company. Mr. Hughes can be reached by telephone at (214) 453-6441 or via email at TWHughes@winston.com.

Sincerely,

/s/ Thomas W. Hughes

Thomas W. Hughes

cc:
Ms. Dawn Wolverton (Rent-A-Center, Inc.)

Mr. Todd J. Thorson (Winston & Strawn LLP)

April 21, 2017

Thomas W. Hughes , Esq.
Winston & Strawn LLP
2501 N. Harwood Street
17th Floor
Dallas, Texas 75201

Re: Rent -A-Center, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 11, 201 7
File No. 1-38047

Dear M r. Hughes :

We have reviewed the filing  above and have the following comment .  After reviewing
any amendment to the filing and the information you provide in response to this comment, we
may have  additional comments.   All defined terms used in this letter have the same meaning as
in the preliminary proxy statement  unless otherwise indicated.

We note that the prelimi nary proxy statement indicates that the record date for the Annual
Meeting was April 10.  It is our understanding that the record date has been changed to April 24.
Please ensure the disclosure in the proxy statement is revised to reflect this new date.   Please also
tell us how the Company has complied with Exchange Act Rule 14a -13(a)(3) with respect to this
solicitation.  Include in your response the date that the Company conducted the inquiry required
by Rule 14a -13(a)(1).  It is our understanding that that the Company may have conducted such
inquiry on April 20 notwithstanding a record date of April 24.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely ,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

April 13, 2017

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Rent -A-Center, Inc.
Revised Preliminary Proxy Statement on Schedule 14A  filed by Engaged
Capital Flagship  Master Fund, LP, Glenn W. Welling, et al.
Filed April 12, 201 7
File No. 1-38047

Dear M r. Wolosky :

We have reviewed the filing  above and the related letter dated April 12, 2017 responding
to our comment  letter dated April 7, 2017 , and we have the following additional comment s.

Revised Preliminary Proxy Statement

1. A reasonable factual basis must exist for each statement or assertion of opinion or belief .
Support for any such opinions or beliefs should be self -evident, disclosed in the soliciting
mater ials or provided to the staff on a supplemental basis with a view toward disclosure.
Please provide support for the following and revise accordingly:
 “…we believe Rent -A-Center has grown  Acceptance Now by reducing rental
standards, and as a result, high levels of merchandise retu rns have  flooded Core
U.S. sales floors causing the Core stores to be competitively disadvantaged to
peers. ”

2. Disclosure on page 6 indicates that “[a]t the time the Poison Pill was  adopted, Engaged
Capital had beneficial ownership of approximately 16.9% of the  outstanding shares of
Com mon Stock and combined beneficial and economic ownership  interest in
approximately 20.5% of the outstanding shares of Common Stock. ”  Please c onsider
supplementing the disclosure to explain the reference to economic ownership interest.

3. We note that Mr. Butler currently serves as Chief Executive Of ficer, President and a
director of A Team Leasing,  which we understand operates rent -to-own stores i n
competition with the Company.  With a view towards disclosu re in the proxy s tatement ,
please advise whether Mr. Butler ’s role at A Team Leasing presents any issues or risks
with respect to his service as director of the Company, including (i) potential violations
of Section 8 of the Clayton Act, related to competitive in terlocks between two
companies; (ii) potential conflicts of interest ; (iii) adherence  to the Company’ s corporate

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
April 13, 2017
Page 2

 governance policies ; and (iv) potential restrictions placed on Mr. Butler as a member of
the Company ’s board of directors .

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely ,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

April 7, 2017

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Rent -A-Center, Inc.
Preliminary Proxy Statement on Schedule 14A  filed by Engaged Capital
Flagship  Master Fund, LP, Glenn W. Welling, et al.
Filed April 3 , 201 7
File No. 1-38047

Schedule 13D/A filed by
Filed March 23, 2017
File No. 5-49993

Dear M r. Wolosky :

We have reviewed the filing s above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not believe our comments apply to the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

1. We the references to five nominees.  At such time as the participants confirm that the
terms of only 3 directors expire at the annual meeting, p lease update  the proxy statement
and card accordingly .

2. We note that the filing persons have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management and board of directors, all without adequate factual
foundation.  For example, but without limitation, we no te the following statements:

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
April 7, 2017
Page 2

  “…we fear the incumbent directors may be putting their self -interests ahead of those
of stockholders ”
 “members of the Board … are beholden to certain special interests inside the current
boardroom .”
 “The critical operational mistakes, all carried out under the leadership of the
incumbent Board, include: the botched deployment of the Company’s internally
developed Store Information Management System …”
 “The Board …appears to have blindly rallied behind the wishes of Rent -A-Center ’s
Chairman and interim CEO …”

Please do not use these or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual fou ndation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a  proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, pl ease file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

Incorporation by Reference, page 23

3. It appears that the participants intend to rely on Rule 14a -5(c) to fulfill certain disclosure
obligations by reference to the Company’s proxy statement. Please note that in our view,
reliance on Rule 14a -5(c) before the Company distributes information to security holders
is not appropriate. Please tell us whether the participants intend to disseminate their proxy
statement prior to the distribution of the Company proxy statement and, if so, confirm
their understanding that they must undertake to provide any omitted information to
security holders in the form of a proxy supplement .

Proxy Card

4. We note t he statement that if no direction is indicated with respect to the proposals on the
card, the proxy will be voted “[for/against] ” proposal 3.   Please update to specify how the
proxy will be voted.

Schedule 13D

5. We note the last amendment to the Schedule 13D filed by Glenn W. Welling and
Engaged Capital was filed March 23, 2017.  Given that the parties filed a proxy statement
on April 3, please advise us as to their intentions with respect to filing an amendment t o
the Schedule 13D to reflect the most recent developments regarding the solicitation in
opposition.

Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
April 7, 2017
Page 3

 *     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely ,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

September 21, 2015
Mail Stop 4631

Via E -mail
Mr. Guy J. Constant
Chief Financial Officer
Rent -A-Center, Inc.
5501 Headquarters Drive
Plano, TX  75024

Re: Rent -A-Center, Inc.
 Form 10-K for the Year Ended December 31, 2014
Filed March 2, 1015
File No. 0 -25370

Dear Mr. Constant :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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		Wdesk | CORRESP

September 9, 2015

Via EDGAR

Mr. John Cash

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C.  20549

Re:

 Rent-A-Center, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014 (the “Form 10-K”)

Filed March 2, 2015

Definitive Proxy Statement on Schedule 14A

Filed April 20, 2015

File No. 0-25370

Dear Mr. Cash:

This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated August 25, 2015 (the “Comment Letter”) with respect to the above-referenced filing.  For the convenience of the Staff, we have set forth below, in boldface type, the text of the comment in the Comment Letter followed by the Company’s response thereto.

Mr. John Cash

Securities and Exchange Commission

September 9, 2015

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis…, page 22

Critical Accounting Estimates, Uncertainties, or Assessments…, page 33

1.

 You disclose on page 34 that the fair value of your Core U.S. segment exceeded its carrying value by over 6% and the fair value of your Acceptance Now segment exceeded its carrying value by over 10%.  You also indicate that some of the estimates and assumptions used in determining the fair value of your reporting units include, but are not limited to, revenue growth rates, operating margins and future economic and market conditions.  Please revise to include a discussion of the degree of uncertainty associated with your key estimates and assumptions.  The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time).  Please also revise to provide a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:  In future filings, we will revise the Valuation of Goodwill section of our “Critical Accounting Estimates, Uncertainties or Assessments in Our Financial Statements” to provide additional disclosure regarding the degree of uncertainty associated with our key estimates and assumptions as well as a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect our key assumptions. For example, under this approach, the second paragraph in the “Valuation of Goodwill” discussion in our Form 10-K would read as follows:

Our reporting units are generally our reportable operating segments identified in Note S to the consolidated financial statements. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions that we believe are reasonable but inherently uncertain, and actual results may differ from those estimates. These estimates and assumptions include, but are not limited to, future cash flows based on revenue growth rates and operating margins, and future economic and market conditions approximated by a discount rate derived from our weighted average cost of capital. Factors that could affect our ability to achieve the expected growth rates or operating margins include the general strength of the economy and other economic conditions that affect consumer preferences and spending, factors that affect the disposable income of our current and potential customers and our ability to execute on our multi-year program designed to transform and modernize our operations, including the flexible labor and sourcing and distribution initiatives. Factors that could affect our weighted average cost of capital include changes in interest rates and changes in our effective tax rate.

If the carrying value of the reporting unit exceeds fair value, we perform a second analysis to measure the fair value of all assets and liabilities within the reporting unit, and if the carrying value exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the estimated fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. At December 31, 2014, the amount of goodwill allocated to the Core U.S. and Acceptance Now segments was $1,310.1 million and $54.4 million, respectively. The fair value of the Core U.S. segment exceeded its carrying value by over 6%. The fair value of the Acceptance Now segment significantly exceeded its carrying value (by over 100%). If we fail to achieve the estimated revenue growth rates or operating margins, the fair value of a reporting unit could decrease below its carrying value, resulting in an impairment of goodwill that could have a material impact on our financial statements. During 2013 and 2012, we recorded goodwill impairment charges of $1.1 million and $1.0 million, respectively, in our Core U.S. segment as a result of the sustained underperformance of certain stores located in Canada. Based on the results

Mr. John Cash

Securities and Exchange Commission

September 9, 2015

Page 3

of the annual assessment, we concluded that no further impairment of goodwill existed at December 31, 2014.

The estimates and assumptions used to determine the fair value of the Core U.S. segment are based on historical performance trends and expectations with respect to future trends in revenue growth rates and operating margins. These estimates and assumptions are consistent with management’s current view and forecast for the Core U.S. segment. For the year ended December 31, 2014, the Core U.S. segment generally performed in line with the estimates and assumptions included in our model. The excess amount of estimated fair value over carrying value for the Core U.S. segment would be impacted by the following (each taken individually and in the absence of off-setting actions by management):

•

 A hypothetical 100 basis point incremental decrease over five years in the revenue growth assumption in our model would cause a decrease of 1.4% in the excess amount of estimated fair value over carrying value.

•

 A hypothetical 10 basis point incremental decrease in the operating margin improvement assumption in our model would cause a decrease of 1.7% in the excess amount of estimated fair value over carrying value.

•

 A hypothetical 10 basis point incremental increase in the assumed weighted average cost of capital in our model would cause a decrease of 1.4% in the excess amount of estimated fair value over carrying value.

Consolidated Financial Statements, page 37

Note S - Segment Information, page 68

2.

 We note that your Mexico reportable segment has experienced significant operating losses over each of the past three fiscal years and through the six months ended June 30, 2015. Please tell us how you considered the need to perform impairment testing on rent and idle merchandise and any long-lived assets located in Mexico as of both December 31, 2014 and June 30, 2015.

Response:  While our Mexico segment has experienced significant operating losses in prior periods, our long-term forecast for Mexico projects positive cash flow in future years that will recover the carrying value of rental merchandise and long-lived assets in that segment.  The timeline to achieve profitability in our newly-opened stores is approximately three years, and as of December 31, 2014, approximately half of our stores had been open less than two years. Further, we do not have a plan to cease operations in Mexico at this time.

On-rent merchandise is carried at cost less accumulated depreciation. Because the contractual rental payments are generally three to four times the cost of merchandise, the expected cash flows exceed the depreciated cost of the merchandise. Held-for-rent merchandise is valued at the lower of cost or market and generally, we expect to receive future rentals of three to four times the item’s net carrying value at the date returned or recover the cost in a cash sale. There were no trends related to the net carrying value of rental merchandise that would indicate a need to perform impairment testing on rental merchandise at December 31, 2014, or June 30, 2015.

We evaluate all long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Long-lived assets for our Mexico segment are included in this evaluation and as of October 1, 2014, we concluded that the long-lived assets in our Mexico segment were not impaired. There have been no events or changes in circumstances that indicate that the carrying amounts may not be recoverable as of December 31, 2014 and June 30, 2015.

Mr. John Cash

Securities and Exchange Commission

September 9, 2015

Page 4

Exhibit 23.2 - Consent of Independent Registered Public Accounting Firm

3.

 Please amend your filing to include a consent that includes a conformed signature. Please refer to Item 601(B)(23)(ii) of Regulation S-K.

Response:  The signed consent of Grant Thornton LLP, the Company’s former independent registered public accounting firm, was delivered prior to filing of the Form 10-K, but their conformed signature was inadvertently omitted from the version of the consent filed via EDGAR. The Company will file an amendment to the Form 10-K to include a conformed version of the consent.

Definitive Proxy Statement on Schedule 14A

Annual Cash Incentive Compensation, page 25

4.

 In future filings please disclose how the payouts are calculated for each financial performance metric.  For example, how did achievement of $288.7 million in EBITDA in fiscal year 2014 (or 86.4% of the target) result in a payout percentage of 30%? Similarly, how did achievement of $3.181 billion in corporate revenue (or 96.7%) result in a payout percentage of 30%?

Response:  In future filings, the Company will include a schedule indicating the range of payout percentages if the target with respect to each financial performance metric is missed, met or exceeded.

In addition, pursuant to your request, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings with the Commission; (ii) 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 (iii) 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.

******

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to contact Dawn Wolverton in the Company’s legal department at (972) 801-1160, or by email at dawn.wolverton@rentacenter.com.

Sincerely,

/s/ Guy J. Constant

Guy J. Constant

Executive Vice President-Finance, Chief Financial Officer and Treasurer

Rent-A-Center, Inc.

cc:

 Lisa Etheredge, Securities and Exchange Commission

David Korvin, Securities and Exchange Commission

Craig Slivka, Securities and Exchange Commission

Mr. John Cash

Securities and Exchange Commission

September 9, 2015

Page 5

Dawn M. Wolverton, Rent-A-Center, Inc.

Thomas W. Hughes, Norton Rose Fulbright (Fulbright & Jaworski L.L.P.)

Stacy Nahas, KPMG LLP

August 25, 2015

Mail Stop 4631

Via E -mail
Guy J. Constant
Chief Financial Officer
Rent -A-Center, Inc.
5501 Headquarters Drive
Plano, TX  75024

Re: Rent -A-Center, Inc.
 Form 10-K for the Year Ended December 31, 2014
Filed March 2, 1015
Definitive Proxy Statement on Schedule 14A
Filed April 20, 2015
File No. 0 -25370

Dear Mr. Constant :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not be lieve our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Management’s D iscussion and Analysis ..., page 22

Critical Accounting Estimates, Uncertainties, or Assessments ..., page 33

1. You disclose on page 34 that the fair value of your Core U.S. segment exceeded its
carrying value by over 6% and the fair value of your Acceptance  Now segment exceeded
its carrying value by over 10%.  You also indicate that some of the estimates and
assumptions used in determining the fair value of your reporting units include, but are not
limited to, revenue growth rates, operating margins and futu re economic and market
conditions.  Please revise to include a discussion of the degree of uncertainty associated
with your key estimates and assumptions.  The discussion regarding uncertainty should

Guy J. Constant
Rent -A-Center, Inc.
August 25, 2015
Page 2

 provide specifics to the extent possible (e.g., the valu ation model assumes recovery from
a business downturn within a defined period of time).  Please also revise to provide a
description of potential events and/or changes in circumstances that could reasonably be
expected to negatively affect the key assumpti ons.

Consolidated Financial Statements, page 37

Note S – Segment Information, page 68

2. We note that your Mexico reportable segment has experienced significant operating
losses over each of the past three fiscal years and through the six months ended June  30,
2015.  Please tell us how you considered the need to perform impairment testing on rent
and idle rental merchandise and any long -lived assets located in Mexico as of both
December 31, 2014 and June 30, 2015.

Exhibit 23.2 – Consent of Independent Regi stered Public Accounting Firm

3. Please amend your filing to include a consent that includes a conformed signature.
Please refer to Item 601(B)(23)(ii) of Regulation S -K.

Definitive Proxy Statement on Schedule 14A

Annual Cash Incentive Compensation, page 25

4. In future filings p lease disclose how the payouts are calculated for each financial
performance metric.  For example, how did achievement of $288.7 million in EBITDA in
fiscal year 2014 (or 86.4% of the target) result in a payout percentage of 30%?  Si milarly,
how did achievement of $3.181 billion in corporate revenue (or 96.7%) result in a payout
percentage of 30%?

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclos ures they have made.

In responding to our comments, please provide  a written statement from the co mpany
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

Guy J. Constant
Rent -A-Center, Inc.
August 25, 2015
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 Lisa Etheredge, Staff Accountant,  at (202) 551 -3424 or me at (202)
551-3768 i f you have questions regarding comments on the financial statements and re lated
matters.  Please contact David Korvin, Staff Attorney, at (202) 551 -3236  or Craig Slivka, Special
Counsel,  at (202) 551 -3729  with any other questio ns.

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

June 2, 2014

Via E-mail
Mr. Michael S. Wilding
Interim 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, 20 13
 Filed March 3, 2014
 File No. 0 -25370

Dear Mr.  Wilding :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounti ng Branch Chief

CORRESP
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May 9, 2014

Via EDGAR

Mr. John Cash
 Accounting Branch Chief
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, NE
 Washington, D.C.  20549

Re:                             Rent-A-Center, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2013 (the “Form 10-K”)
 Filed March 3, 2014

File No. 0-25370

Dear Mr. Cash:

This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 6, 2014 (the “Comment Letter”) with respect to the above-referenced filing.  For the convenience of the Staff, we have set forth below, in boldface type, the text of the comment in the Comment Letter followed by the Company’s response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Comparison of the Years Ended December 31, 2013 and 2012

1.              In future annual and quarterly filings, please provide a discussion of the comparison of the consolidated results between periods that you previously provided, as found on pages 28-29 of your Form 10-K, in addition to your discussion of segment performance.  We believe that your previously disclosed narrative provides investors with detailed and quantified information regarding the reasons for significant changes in the line items on your statement of earnings.

Response:  In future annual and quarterly filings, we will provide a discussion of the comparison of the consolidated results between periods such as that found on pages 28-29 of our Form 10-K, in addition to our discussion of segment performance.

In addition, pursuant to your request, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings with the Commission; (ii) 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 (iii) 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.

******

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to contact Dawn Wolverton in the Company’s legal department at (972) 801-1160, or by facsimile at (972) 801-1476.

Sincerely,

/s/   Michael S. Wilding

Michael   S. Wilding

Senior   Vice President—Accounting, Global Controller and Interim Chief Financial   Officer

Rent-A-Center, Inc.

cc:                                Dale Welcome, Securities and Exchange Commission

Dawn M. Wolverton, Rent-A-Center, Inc.

Thomas W. Hughes, Norton Rose Fulbright (Fulbright & Jaworski L.L.P.)

Stacy Sturgeon, KPMG LLP

2

May 6, 2014

Via E-mail
Mr. Michael S. Wilding
Interim 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, 20 13
 Filed March 3, 2014
 File No. 0 -25370

Dear Mr.  Wilding :

We have reviewed your filing and have the following comment.  In our comment, 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 providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances , please te ll us why in your
response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 20 13

Item 7.  Management’s Discussion and Analysis of F inancial Condition an d Results of
Operations, page 20

Comparison of the Years Ended December 31, 201 3 and 201 2

1. In future annual and quarterly filings, please provide a discussion of the comparison of
the consolidated results between periods that you prev iously provided, as found on pages
28-29 of your Form 10 -K, in addition to your discussion of segment performance.  We
believe that your previously disclosed narrative provides investors with detailed and
quantified information regarding the reasons for si gnificant changes in the line items on
your statements of earnings.

Mr. Michael S. Wilding
Rent -A-Center, Inc.
May 6, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applica ble Exchange Act rules require.   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 t he disclosures they have made.

In responding to our comments, please provide 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

 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 Uni ted
States.

You may contact Dale Welcome at (202) 551 -3865 or me at (202) 551 -3768 if you have
questions regarding th is comment.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
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October 23, 2013

VIA EDGAR and Federal Express

Securities and Exchange Commission Headquarters

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Sherry Haywood and Pamela Long

Re:                             Rent-A-Center, Inc. and related subsidiaries

Registration Statement on Form S-4/A

Filed September 27, 2013

Commission File No. 333-190830

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rent-A-Center, Inc. and each of the co-registrants listed on Annex A hereto (collectively, the “Registrants”) request that the effectiveness of its Registration Statement on Form S-4/A, as amended, be accelerated so that such Registration Statement will become effective at 12:30 p.m. EDT on October 25, 2013, or as soon thereafter as practicable.

The Registrants acknowledge that: (a) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (c) we may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

[Signature page follows.]

Very   truly yours,

Rent-A-Center, Inc.

By:

/s/   Dawn Wolverton

Dawn   Wolverton

Assistant   General Counsel and Secretary

Annex A

Rent-A-Center Franchising International, Inc.*

ColorTyme Finance, Inc.

Rainbow Rentals, Inc.

RAC National Product Service, LLC.

Remco America, Inc.

Rent-A-Center Addison, L.L.C.

Rent-A-Center East, Inc.

Rent-A-Center International Inc.

Rent-A-Center Texas, L.P.

Rent-A-Center Texas, L.L.C.

Rent-A-Center West, Inc.

Get It Now, LLC

The Rental Store, Inc.

RAC Acceptance East, LLC

RAC Acceptance West, LLC

RAC Acceptance Texas, LLC

RAC Mexico Holdings I, LLC

RAC Mexico Holdings II, LLC

*Formerly known as ColorTyme, Inc.

CORRESP
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October 15, 2013

VIA EDGAR and Federal Express

Securities and Exchange Commission Headquarters

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Sherry Haywood and Pamela Long

Re:                             Rent-A-Center, Inc. and related subsidiaries

Registration Statement on Form S-4/A

Filed September 27, 2013

Commission File No. 333-190830

Ladies and Gentlemen:

Pursuant to the letter, dated October 10, 2013, from Rent-A-Center, Inc. and each of the co-registrants listed on Annex A hereto (collectively, the “Registrants”), the Registrants had requested that the effectiveness of their Registration Statement on Form S-4, as amended (Registration No. 333-190830), be accelerated so that such Registration Statement would become effective at 4:00 p.m. EDT on October 16, 2013, or as soon thereafter as practicable. The Registrants hereby request to withdraw its aforementioned request to accelerate the effectiveness of such Registration Statement and intend to request effectiveness of such Registration Statement in the near future pursuant to a separate request for effectiveness.

[Signature page follows.]

Very   truly yours,

Rent-A-Center, Inc.

By:

/s/   Dawn Wolverton

Dawn   Wolverton

Assistant   General Counsel and Secretary

Annex A

Rent-A-Center   Franchising International, Inc.*

Rent-A-Center   Texas, L.L.C.

ColorTyme   Finance, Inc.

Rent-A-Center   West, Inc.

Rainbow   Rentals, Inc.

Get   It Now, LLC

RAC   National Product Service, LLC.

The   Rental Store, Inc.

Remco   America, Inc.

RAC   Acceptance East, LLC

Rent-A-Center   Addison, L.L.C.

RAC   Acceptance West, LLC

Rent-A-Center   East, Inc.

RAC   Acceptance Texas, LLC

Rent-A-Center   International Inc.

RAC   Mexico Holdings I, LLC

Rent-A-Center   Texas, L.P.

RAC   Mexico Holdings II, LLC

*Formerly known as ColorTyme, Inc.

CORRESP
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October 10, 2013

VIA EDGAR and Federal Express

Securities and Exchange Commission Headquarters

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Sherry Haywood and Pamela Long

Re:                             Rent-A-Center, Inc. and related subsidiaries

Registration Statement on Form S-4/A

Filed September 27, 2013

Commission File No. 333-190830

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rent-A-Center, Inc. and each of the co-registrants listed on Annex A hereto (collectively, the “Registrants”) request that the effectiveness of its Registration Statement on Form S-4/A, as amended, be accelerated so that such Registration Statement will become effective at 4:00 p.m. EDT on October 16, 2013, or as soon thereafter as practicable.

The Registrants acknowledge that: (a) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (c) we may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

[Signature page follows.]

Very   truly yours,

Rent-A-Center, Inc.

By:

/s/   Dawn Wolverton

Dawn   Wolverton

Assistant   General Counsel and Secretary

Annex A

Rent-A-Center Franchising International, Inc.*

ColorTyme Finance, Inc.

Rainbow Rentals, Inc.

RAC National Product Service, LLC.

Remco America, Inc.

Rent-A-Center Addison, L.L.C.

Rent-A-Center East, Inc.

Rent-A-Center International Inc.

Rent-A-Center Texas, L.P.

Rent-A-Center Texas, L.L.C.

Rent-A-Center West, Inc.

Get It Now, LLC

The Rental Store, Inc.

RAC Acceptance East, LLC

RAC Acceptance West, LLC

RAC Acceptance Texas, LLC

RAC Mexico Holdings I, LLC

RAC Mexico Holdings II, LLC

*Formerly known as ColorTyme, Inc.

CORRESP
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Fulbright &   Jaworski LLP

September 27, 2013

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201-2784

United States

Securities and Exchange   Commission

Direct line +1 214 855 7170

Division of Corporate Finance

tom.hughes@nortonrosefulbright.com

100 F Street, N.E.

Washington,   D.C. 20549

Tel +1 214 855 8000

Attn:   Sherry Harwood and Pamela Long

Fax +1 214 855 8200

nortonrosefulbright.com

Dear Ladies and Gentlemen:

Rent-A-Center, Inc. (the “Registrant”) has filed Amendment No. 1 (the “Amendment”) to the Registrant’s Registration Statement on Form S-4/A, reflecting changes made in response to the Staff’s comment letter dated September 19, 2013 (the “Comment Letter”).

All responses to the comments set forth in this letter are submitted on behalf of the Registrant at its request.  The Registrant’s responses to the Staff’s comments are set forth after each numbered paragraph, each of which corresponds to the numbered paragraphs of the Comment Letter.

Form S-4 filed August 26, 2013

Supplemental Letter

1.              We note your supplemental letter filed as correspondence. Please revise your supplemental letter to include the following:

·                  The Registrant further represents that, with respect to any broker-dealer that participates in the Exchange Offer with respect to Privately Placed Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrant or an affiliate of the Registrant to distribute the Registered Notes.

Response

The Registrant has complied with this comment. Concurrently with filing the Amendment, the Registrant has provided a revised supplemental letter containing the above representation in Paragraph 4 of such letter.

Acceptance of Outstanding Notes for Exchange; Issuance of Exchange Notes, page 31

2.              Please revise to state that the issuer will issue the new notes or return the old notes promptly after expiration rather than after acceptance. See Exchange Act Rule 14e-1(c).

Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas.

Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein.  Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

Response

The Registrant has complied with this comment.  Please see the second sentence under “Acceptance of Outstanding Notes for Exchange; Issuance of Exchange Notes” on page 31 of the Amendment.

Note Guarantees, page 43

3.              We note disclosure on page 43 that the guarantees are joint and several. Please revise to also clarify, if accurate, that each guarantor subsidiary is “100% owned” as defined in Rule 3-10(h) and clarify whether each guarantee is “full and unconditional”.

Response

The Registrant has complied with this comment. Please see the first paragraph under “Note guarantees” on page 43 of the Amendment.

Signatures, page II-14

4.              Please revise to include the signature of the principal executive officer, principal financial officer, controller or principal accounting officer and at least a majority of the board of directors of each of your additional registrants. Any person who occupies more than one position shall indicate each capacity in which he or she signs the report. See Instruction (2) of Form S-4.

Response

The Registrant has complied with this comment. Please see the signature blocks for the additional registrants on pages II-14 through II-31 of the Amendment. Note, the signatures included for each additional registrant represent at least a majority of such additional registrant’s board of directors or similar governing body, as applicable.

Legal Opinion, Exhibit 5.4

5.              Please have counsel revise its opinion as follows:

·                  Please delete the assumption in section (iv) on page 3. This assumption is overly broad; and

·                  We note the statement on page 6 that this opinion has been provided solely for the benefit of Local Guarantor and no other person or entity shall be entitled to rely hereon without the express written consent of the Local Guarantor and the undersigned. Please have counsel revise the opinion to delete such language. Please refer to Sections II(B)(3)(a) and (d) of Staff Legal Bulletin No. 19.

2

Response

Counsel has complied with this comment by deleting the above-referenced provisions. Please see the revised legal opinion filed as  Exhibit 5.4 to the Amendment.

Very   truly yours,

/s/   Thomas W. Hughes

Thomas   W. Hughes

TWH

3

CORRESP
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September 27, 2013

Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

Re:                             Rent-A-Center, Inc.
 Registration Statement on Form S-4 Filed Today

Ladies and Gentlemen:

In connection with the above referenced Registration Statement filed with the Securities and Exchange Commission relating to the offer (the “Exchange Offer”) of Rent-A-Center, Inc. (the “Registrant”) to issue up to $250,000,000 aggregate principal amount of 4.75% Senior Notes due 2021 and related guarantees that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”), in exchange for an equivalent aggregate principal amount of outstanding 4.75% Senior Notes due 2021 and related guarantees (the “Privately Placed Notes”), the undersigned hereby confirms and represents as follows:

1.             The Registrant and its subsidiary guarantors listed in the Registration Statement on Amendment No. 1 to Form S-4 filed today (the “Subsidiary Guarantors”), are registering the Exchange Offer in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley Letter”), Shearman & Sterling (July 2, 1993) and similar letters.

2.             Neither the Registrant nor the Subsidiary Guarantors have entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer and, to the best of the Registrant’s information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer. In this regard, the Registrant will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the registered Exchange Offer (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrant acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

1

3.             Neither the Registrant nor any of its affiliates has entered into any arrangement or understanding with any broker-dealer to distribute the Registered Notes.

4.             The Registrant (i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Privately Placed Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Registered Notes in exchange for such Privately Placed Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in Item 2 above in connection with any resale of such Registered Notes; and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Privately Placed Notes acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree acknowledges that it (a) has not entered into any arrangement or understanding with the Registrant or an affiliate of the Registrant to distribute the Registered Notes and (b) will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Registered Notes received in respect of such Privately Placed Notes pursuant to the Exchange Offer.

If any member of the Staff has any questions regarding the foregoing, he or she should telephone Tom Hughes of Fulbright & Jaworski LLP (a member of Norton Rose Fulbright LLP) at (214) 855-7170.

Very truly yours,

RENT-A-CENTER, INC.

By:

/s/   Dawn Wolverton

Name:

Dawn   Wolverton

Title:

Vice   President — Assistant General Counsel and Secretary

2

September 19, 2013
Via E -mail
Mark E. Speese
Chairman of the Board and Chief Executive Officer
Rent -A-Center, Inc.
5501 Headquarters Drive
Plano, Texas  75024

Re: Rent -A-Center, Inc.
  Registration Statement on Form S-4
Filed  August 2 7, 2013
  File No.  333-190830

Dear Mr. Speese :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Supplemental Letter

1. We note your supplemental letter filed as correspondence.  Please revise your
supplemental letter to include the following:

 The Registrant further represents that, with respect to any broker -deale r that
participates in the Exchange Offer with respect to Privately Placed Notes acquired for
its own account as a result of market -making activities or other trading activities, each
such broker -dealer must confirm that it has not entered into any arrange ment or
understanding with the Registrant or an affiliate of the Registrant to distribute the
Registered Notes.

Acceptance of Outstanding Notes for Exchange; Issuance of Exchange Notes, page 31

2. Please revise to state that the issuer will issue the new no tes or return the old notes
promptly after expiration rather than after acceptance.  See Exchange Act Rule 14e -1(c).

Mark E. Speese
Rent -A-Center, Inc.
September 19, 2013
Page 2

 Note Guarantees, page 43

3. We note disclosure on page 43 that the guarantees are joint and several.  Please revise to
also clarify, if accur ate, that each guarantor subsidiary is “100% owned” as defined in
Rule 3 -10(h) and clarify whether each guarantee is “full and unconditional”.

Signatures, page II -14

4. Please revise to include the signature of the principal executive officer, principal financial
officer, controller or principal accounting officer and at least a majority of the board of
directors of each of your additional registrants.  Any person who occ upies more than one
position shall indicate each capacity in which he or she signs the report .  See Instruction
(2) of Form S -4.

Legal Opinion, Exhibit 5.4

5. Please have counsel revise its opinion as follows:

 Please delete the assumption in section (iv) o n page 3.  This assumption is overly
broad ; and

 We note the statement on page 6 that this opinion has been provided solely for the
benefit of the Local Guarantor and no other person or entity shall be entitled to rely
hereon without the express written consent of the Local Guarantor and the
undersigned.  Please have counsel revise the opinion to delete such language.  Please
refer to Sections II(B)(3)(a) and (d) of Staff Legal Bulletin No. 19.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Mark E. Speese
Rent -A-Center, Inc.
September 19, 2013
Page 3

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sherry Haywood, Staff Attorney at  (202) 551 -3345  or, in her absence,  me
at (202) 551 -3760  with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

Cc: Via E -mail
 Thomas W. Hughes, Esq.

CORRESP
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filename1.htm

August 27, 2013

Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

Re:                             Rent-A-Center, Inc.
 Registration Statement on Form S-4 Filed Today

Ladies and Gentlemen:

In connection with the above referenced Registration Statement filed with the Securities and Exchange Commission relating to the offer (the “Exchange Offer”) of Rent-A-Center, Inc. (the “Registrant”) to issue up to $250,000,000 aggregate principal amount of 4.75% Senior Notes due 2021 and related guarantees that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”), in exchange for an equivalent aggregate principal amount of outstanding 4.75% Senior Notes due 2021 and related guarantees (the “Privately Placed Notes”), the undersigned hereby confirms and represents as follows:

1.             The Registrant and its subsidiary guarantors listed in the Registration Statement on Form S-4 filed today (the “Subsidiary Guarantors”), are registering the Exchange Offer in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley Letter”), Shearman & Sterling (July 2, 1993) and similar letters.

2.             Neither the Registrant nor the Subsidiary Guarantors have entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer and, to the best of the Registrant’s information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer. In this regard, the Registrant will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the registered Exchange Offer (i) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrant acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

1

3.             Neither the Registrant nor any of its affiliates has entered into any arrangement or understanding with any broker-dealer to distribute the Registered Notes.

4.             The Registrant (i) will make each person participating in the Exchange Offer aware (through the prospectus for the Exchange Offer or otherwise) that any broker-dealer who holds Privately Placed Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Registered Notes in exchange for such Privately Placed Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in Item 2 above in connection with any resale of such Registered Notes; and (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Privately Placed Notes acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Registered Notes received in respect of such Privately Placed Notes pursuant to the Exchange Offer.

If any member of the Staff has any questions regarding the foregoing, he or she should telephone Tom Hughes of Fulbright & Jaworski LLP (a member of Norton Rose Fulbright LLP) at (214) 855-7170.

Very truly yours,

RENT-A-CENTER, INC.

By:

/s/   Dawn Wolverton

Name:

Dawn   Wolverton

Title:

Vice   President — Assistant General Counsel and Secretary

2

June 13, 2013

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, 20 12
 Filed February 26, 2013
 File No. 0 -25370

Dear Mr.  Davis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  We urge all per sons who are responsible for the
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 rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

June 6, 2013

Via EDGAR

Mr. John Cash
 Accounting Branch Chief
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, NE
 Washington, D.C.  20549

Re:                             Rent-A-Center, Inc.
 Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”)
 Filed February 26, 2013

Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed March 25, 2013
 File No. 0-25370

Dear Mr. Cash:

This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 23, 2013 (the “Comment Letter”) with respect to the above-referenced filings.  For the convenience of the Staff, we have set forth below, in boldface type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto.

Form 10-K for the fiscal year ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Comparison of the Years Ended December 31, 2012 and 2011

1.                                      We note that your store revenue has increased by $195.7 million, and that same store revenues comprised $33.6 million of the increase. Please tell us and expand your narrative in future filings to quantify any other significant factors which contributed to the fluctuation in your store revenue. For example, it appears to us that acquisitions, volume of units on rent, and/or merchandise sales may also impact your store revenue on a period-to-period basis. Refer to Item 303(A)(3)(i) of Regulation S-K, as well as Section 501.04 of the SEC Codification of Financial Reporting Policies.

Response:   The individual components that contributed to the $195.7 million increase in store revenue from 2011 to 2012 were as follows (dollar amounts in millions):

Nature of revenue

Increase from
   2011 to 2012

% Increase from
   2011 to 2012

RAC Acceptance rentals and   fees

$

130.2

85.1

%

RAC Acceptance merchandise   sales

19.7

49.1

%

International rentals and   fees

19.7

118.6

%

Core U.S. merchandise   sales

18.5

8.5

%

Core U.S. rentals and fees

7.4

0.3

%

Other

0.2

0.3

%

Total

$

195.7

6.9

%

As stated in our “2012 Overview” and in our “Store Revenue” narrative, we believe the primary drivers of store revenue growth in 2012 were the new locations in RAC Acceptance, the new stores in Mexico and an increase in the number of customers exercising early purchase options in the Core U.S. and RAC Acceptance segments. In 2012, we added 216 locations in the RAC Acceptance segment and 38 stores in Mexico. In the Core U.S. segment, the increase in early purchase options was the primary driver of the increase in store revenue rather than the volume of units on rent.

While store acquisitions generally increase the number of agreements on rent with a resulting increase in revenue, acquisitions during the year ended December 31, 2012, were not a significant driver of the increase in store revenue because such acquisitions were immaterial in relation to our total number of stores.

In future filings, we will quantify significant factors which contribute to fluctuations in store revenue in accordance with Item 303(A)(3)(i) of Regulation S-K, as well as Section 501.04 of the SEC Codification of Financial Reporting Policies.

2.                                      Please tell us and revise future filings, as applicable, to explain how changes in the promotional sales strategies in the Core U.S. Segment impacted your gross margin in 2012.

Response:  From time to time, the Company uses product promotions that are designed to provide increased value to our customers, similar to what traditional retailers refer to as sales or sales events. Our gross margin in 2012 was negatively impacted by a sales strategy that shortened the length of the rental agreement so our customer could own the merchandise sooner. This strategy decreased the amount of time that a given product was in our system, which negatively impacted gross margin in 2012. This strategy was used in the Core U.S. segment because of the mature store base in that segment.

In addition, all merchandise sales historically generate less gross margin than our traditional rent-to-own agreements, so an increase in merchandise sales also negatively impacts gross margin.

In future filings, we will explain, when applicable, how changes in promotional strategies impact our gross margin.

2

3.                                      Please tell us and more fully describe, in future filings, the major components of the increase in salaries and other expenses associated with the expansion of your RAC Acceptance and International segments, as applicable.

Response:  In the “Significant Accounting Policies” section of Part II, Item 7, we describe Salaries and Other Expenses as all salaries and wages paid to store level employees, together with district managers’ salaries, payroll taxes and benefits, and travel, as well as all store level general and administrative expenses and selling, advertising, insurance, occupancy, delivery, charge offs due to customer stolen merchandise, fixed asset depreciation and other operating expenses. We internally refer to this as our “four wall” expense, since it includes all costs at the store or kiosk location level. In the “2012 Overview” of Item 7, we stated that our RAC Acceptance segment added 216 locations during 2012 and that we added 38 stores in Mexico in 2012 to alert the reader that salaries and other expenses will generally increase with an increase in store count.

Consolidated salaries and other expenses increased $71.1 million from 2011 to 2012, consisting primarily of $38.2 million in the RAC Acceptance segment and $20.4 million in the International segment. In the RAC Acceptance segment, the increases were primarily in payroll and payroll related costs of $26.9 million, charge offs of $11.2 million and other expenses of $0.1 million. Because of the kiosk model used in this segment, other components of salaries and other expenses have not been significant to date. In the International segment, the increases were primarily in payroll and payroll related costs of $13.5 million, occupancy costs of $4.4 million, charge offs of $1.7 million and other expenses of $0.8 million.

In future filings, we will more fully describe the major components of the increase in salaries and other expenses.

4.                                      In future annual and quarterly filings, please expand your MD&A to include a discussion of the changes in segment revenue and segment earnings, between comparative periods, for each of your segments. Your narrative should quantify the reasons you identify for the material changes in your segment revenue, as well as address and quantify the underlying factors that contributed to changes in segment earnings from period-to-period.

Response:  In future annual and quarterly filings, we will expand our MD&A to include a discussion of the changes in segment revenue and segment earnings, between comparative periods.

Item 8. Financial Statements and Supplementary Data, page 61

Note P — Segment Information, page 61

5.                                     We note from your narrative that you offer merchandise from four basic product categories: consumer electronics, appliances, computers, furniture and accessories. Please revise future filings to provide revenue by product as provided in FASB ASC 280-10-50-40.

Response:  In future filings, we will provide revenue by product categories as provided in FASB ASC 280-10-50-40.

3

Definitive Proxy Statement on Schedule 14A

Explanation of CEO Compensation Increase in 2012, page 26

6.                                      We note your disclosure that in 2012 Mr. Speese received certain equity awards instead of the long-term cash award he has received in past years. Please advise why you determined to alter the structure of Mr. Speese’s compensation in 2012, including how you determined the amount of the award.

Response:  In each of the years 2006 to 2011, the Compensation Committee took account of the number of shares of our common stock then held by Mr. Speese in determining Mr. Speese’s long-term incentive compensation award for that year.  In each of those years, the Compensation Committee awarded Mr. Speese a long-term incentive compensation award payable in cash instead of equity because it believed that an award payable in cash would better motivate Mr. Speese to achieve our short- and long-term strategic goals given Mr. Speese’s already significant ownership of our common stock.  In 2011, the Compensation Committee engaged the Hay Group to assess our executive compensation arrangements, including those for the Company’s Chief Executive Officer (“CEO”), for competitiveness and conformance with corporate governance best practices.  Based on its review of the data compiled by the Hay Group, the Compensation Committee determined that for 2012 a long-term incentive compensation award payable in equity instead of cash would be appropriate for Mr. Speese because it would more closely align the equity component of Mr. Speese’s 2012 total direct compensation with the competitive market data compiled by the Hay Group, and because aligning Mr. Speese’s pay mix with the pay mix of the other named executive officers is more consistent with corporate governance best practices.  As a result, in 2012, the Compensation Committee awarded Mr. Speese a long-term equity incentive award consisting of a mix of 35% stock options, 25% time-based restricted stock units, and 40% performance-based restricted stock.  The amount of Mr. Speese’s 2012 long-term equity incentive compensation was determined by the Compensation Committee to be commensurate with the 50th percentile of CEOs of similarly-situated companies, including the Peer Group (as defined in the Proxy Statement).

In addition, pursuant to your request, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings with the Commission; (ii) 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 (iii) 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.

******

4

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to contact Dawn Wolverton in the Company’s legal department at (972) 801-1160, or by facsimile at (972) 801-1476.

Sincerely,

/s/ Robert D. Davis

Robert D. Davis

Executive Vice President—Finance, Chief Financial Officer and   Treasurer

Rent-A-Center, Inc.

cc:                                Dale Welcome, Securities and Exchange Commission

Erin Jaskot, Securities and Exchange Commission

Pamela Long, Securities and Exchange Commission

Dawn M. Wolverton, Rent-A-Center, Inc.

Thomas W. Hughes, Norton Rose Fulbright (Fulbright & Jaworski L.L.P.)

5

May 23, 2013

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, 20 12
 Filed February 26, 2013
 Definitive Proxy Statement on Schedule 14A
 Filed March 25, 2013
 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 providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended  December 31, 20 12

Item 7.  Management’s Discussion and Analysis of Financial Condition an d Results of
Operations, page 20

Comparison of the Years Ended December 31, 2012 and 2011

1. We note that your store revenue has increased by $195.7 million, and that  same store
revenues comprised $33.6 million of the increase.  Please tell us and expand your
narrative in future filings to quantify any other significant factors which contributed to
the fluctuation in your store revenue.  For example, it appears to us t hat acquisitions,
volume of units on rent, and/or merchandise sales may also impact your store revenue on
a period -to-period basis.  Refer to Item 303(A)(3)(i) of Regulation S -K, as well as
Section 501.04 of the SEC Codification of Financial Reporting Poli cies.

Mr. Robert D. Davis
Rent -A-Center, Inc.
May 23, 2013
Page 2

2. Please tell us and revise future filings, as applicable, to explain how changes in the
promotional sales strategies in the Core U.S. Segment impacted your gross margin in
2012.

3. Please tell us and more fully describe, in future filings, the major co mponents of the
increase in salaries and other expenses associated with the expansion of your RAC
Acceptance and International segments, as applicable.

4. In future annual and quarterly filings, please expand your MD&A to include a discussion
of the changes in segment revenue and segment earnings, between comparative periods,
for each of your segments.  Your narrative should quantify the reasons you identify for
the material changes in your segment revenue, as well as address and quantify the
underlying facto rs that contributed to changes in segment earnings from period -to-period.

Item 8. Financial Statements and Supplementary Data, page 61

Note P – Segment Information, page 61

5. We note from your narrative that you offer merchandise from four basic product
categories: consumer electronics, appliances, computers, furniture and accessories.
Please revise future filings to provide revenue by product as provided in FASB ASC 280 -
10-50-40.

Definitive Proxy Statement on Schedule 14A

Explanation of CEO Compensati on Increase in 2012, page 26

6. We note your disclosure that in 2012 Mr. Speese received certain equity awards instead
of the long -term cash award  he has received in past years.   Please advise why you
determined to alter the structure of Mr. Speese’s compens ation in 2012, including how
you deter mined the amount of t he award.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act  of
1934 and all applica ble Exchange Act rules require.   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 t he disclosures they have made.

Mr. Robert D. Davis
Rent -A-Center, Inc.
May 23, 2013
Page 3

 In responding to our comments, please provide 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

 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 Uni ted
States.

You may contact Dal e Welcome at (202) 551 -3865 or me at (202) 551 -3768  if you have
questions regarding  comments  on the financial statements and related matters .  Please contact
Erin Jaskot at (202) 551 -3442 or Pamela Long at (202) 551 -3765 with any other questions.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

May 4, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ John Cash

John Cash Accounting Branch Chief

CORRESP
1
filename1.htm

Response Letter

 April 20, 2012

 Via EDGAR

 Mr. John Cash

 Accounting Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Rent-A-Center, Inc.

 Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”)

 Filed February 28, 2012

 File No. 0-25370

Dear Mr. Cash:

 This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) received by letter dated April 11, 2012 (the “Comment Letter”) with respect to the above-referenced filing. For the convenience of the Staff, we have set
forth below, in boldface type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto.

Form 10-K for the fiscal year ended December 31, 2011

 Item 7. Management’s Discussion and Analysis 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 carrying values and goodwill for such reporting units, in the aggregate or individually, if impaired, could materially impact your results of operations or
total shareholders’ 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 allocated to the reporting unit.

•

 A description of the material assumptions that drive estimated fair value.

•

 A discussion of any uncertainties associated with each key assumption.

 Mr. John Cash

 Securities and Exchange Commission

 April 20, 2012

Page
 2

•

 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 values substantially exceed the carrying
values of all your reporting units, please disclose that determination. Refer to Item 303 of Regulation S-K.

 Response: We confirm to the Commission that with regard to each of our reporting units with goodwill that, if impaired, could materially impact our results of operations or total shareholders’
equity, the fair value of each of such reporting units substantially exceeded its carrying value based on our assessment performed as of December 31, 2011. Specifically, the fair value of our Core U.S. segment, which contains 96% of our
consolidated goodwill, exceeded its carrying value by more than 30%. The fair value of our RAC Acceptance segment also exceeded its carrying value by more than 30%. The amounts allocated to our segments are shown below in our proposed language for
future filings.

 To improve the disclosures in our future filings, we anticipate modifying our annual reports
on Form 10-K, beginning with the period ended December 31, 2012, by adding the following discussion to the Critical Accounting Policies section of Item 7:

Valuation of Goodwill. We perform an assessment of goodwill for impairment at the reporting unit level annually as
of December 31 of each year, or when events or circumstances indicate that impairment may have occurred. Factors which could necessitate an interim impairment assessment include a sustained decline in our stock price, prolonged negative
industry or economic trends and significant underperformance relative to expected historical or projected future operating results. Our reporting units are generally our reportable operating segments identified in Note
             to the consolidated financial statements. The fair value of a reporting unit is estimated using methodologies which include the present value of estimated future cash
flows and comparisons of multiples of enterprise values to earnings before interest, taxes, depreciation and amortization. The analysis is based upon available information regarding expected future cash flows and discount rates. Discount rates are
based upon our cost of capital. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions that we believe are reasonable but inherently uncertain, and actual results may
differ from those estimates. These estimates and assumptions include, but are not limited to, revenue growth rates, operating margins and future economic and market conditions. If the carrying value of the reporting unit exceeds fair value, we
perform a second analysis to measure the fair value of all assets and liabilities within the reporting unit, and if the carrying value exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the
carrying value of goodwill and the estimated fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination. At December 31, 2012, the amount of goodwill allocated to the Core U.S.,
RAC Acceptance and International segments was approximately $             billion, $             million and
$             million, respectively. The fair value of the Core U.S. segment exceeded its carrying value by over __%, and the

 Mr. John Cash

 Securities and Exchange Commission

 April 20, 2012

Page
 3

fair value of the RAC Acceptance segment exceeded its carrying value by over __%. Based on the results of the annual assessment, we concluded that no impairment of goodwill existed at
December 31, 2012.

 Further, we anticipate adding the following discussion to the Critical Accounting
Policies section of Item 2 in our quarterly reports on Form 10-Q, beginning with the first quarter of 2012:

 Valuation of Goodwill. We perform an assessment of goodwill for impairment at the reporting unit level annually as of December 31 of each year, or when events or circumstances indicate that
impairment may have occurred. Factors which could necessitate an interim impairment assessment include a sustained decline in our stock price, prolonged negative industry or economic trends and significant underperformance relative to expected
historical or projected future operating results. Our reporting units are generally our reportable operating segments identified in Note 7 to the consolidated financial statements. At March 31, 2012, the amount of goodwill allocated to the Core
U.S., RAC Acceptance and International segments was approximately $1.3 billion, $54.4 million and $2.1 million, respectively, and no impairment of goodwill was indicated.

In both our quarterly filings on Form 10-Q and our annual reports on Form 10-K, we will also add language in the
“Intangible Assets and Acquisitions” footnote to the consolidated financial statements to clarify the dollar amount of goodwill assigned to each reportable operating segment at the end of the reporting period, which was $1.3 billion, $54.4
million and $2.1 million in our Core U.S., RAC Acceptance and International segments, respectively, at December 31, 2011.

Litigation Reserves, page 24

2.
 We refer to the second paragraph of your disclosure where you state that you “had no reserves relating to probable losses” for your
outstanding litigation. Please tell us and revise future filings to clarify whether the probable losses, 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.

 Response: We advise the Commission that any probable losses, to the
extent actually incurred, are not expected to have a material impact on our consolidated financial statements. Further, we intend to add the following statement to the applicable disclosures in future filings:

We do not expect these losses to have a material impact on our consolidated financial statements if and when such losses
are incurred.

 Mr. John Cash

 Securities and Exchange Commission

 April 20, 2012

Page
 4

 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,
please 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.

Response: In accordance with the Staff’s comment, the Company is re-filing in full its Form 10-K for the
period ended December 31, 2011, as an amendment. The Form 10-K/A filing includes (as Exhibits 32.1 and 32.2) revised Section 906 certifications of the Company’s Chief Executive Officer and Chief Financial Officer. The revised
certifications correct the identification of the report to which they relate. The Form 10-K/A further includes new section 302 certifications.

 In addition, pursuant to your request, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.

 ******

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the
Staff’s comments set forth above, please do not hesitate to call Dawn Wolverton in the Company’s legal department at (972) 801-1160, or by facsimile at (972) 801-1476.

Sincerely,

 /s/ Robert D. Davis

 Robert D. Davis

 Executive Vice President–Finance, Chief Financial

 Officer and
Treasurer

 Rent-A-Center, Inc.

cc:
 Dale Welcome, Securities and Exchange Commission

 Dawn M. Wolverton, Rent-A-Center, Inc.

 Thomas W. Hughes, Fulbright & Jaworski L.L.P.

 Jon Wolkenstein, Grant Thornton LLP

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

CORRESP
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May 6, 2011

VIA EDGAR and Facsimile

Attn: Jay Ingram

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Rent-A-Center, Inc.

Registration Statement on Form S-4/A

Filed May 2, 2011

File No. 333-171867

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rent-A-Center, Inc. and the
co-registrants listed on Annex A hereto (collectively, the “Registrants”) request that the
effectiveness of its Registration Statement on Form S-4 (File No. 333-171867) be accelerated so
that such Registration Statement will become effective at 5:30 p.m., Eastern time, on Monday, May
9, 2011, or as soon thereafter as practicable.

     The Registrants acknowledge that:

     (a) should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

     (b) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the undersigned from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

     (c) we may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

[signature appears on the following page]

    Very truly yours,

Rent-A-Center, Inc.

    By:
    /s/ Dawn Wolverton

    Dawn Wolverton

    Vice-President — Associate General Counsel

and Assistant Secretary

Annex A

ColorTyme, Inc.

ColorTyme Finance, Inc.

Rainbow Rentals, Inc.

RAC National Product Service, LLC

Remco America, Inc.

Rent-A-Center Addison, L.L.C.

Rent-A-Center East, Inc.

Rent-A-Center International Inc.

Rent-A-Center Texas, L.P.

Rent-A-Center Texas, L.L.C.

Rent-A-Center West, Inc.

Get It Now, LLC

RAC East Ohio, LLC

The Rental Store, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
       March 11, 2011

Via U.S. mail

Dawn M. Wolverton, Esq. Vice President – Associate General Counsel and Assistant Secretary
Rent-A-Center, Inc. 5501 Headquarters Drive Plano, Texas 75024

Re: Rent-A-Center, Inc.
Registration Statement on Form S-4/A Filed March 8, 2011
File No. 333-171867

Dear Ms. Wolverton:   We have reviewed the above-captioned f iling and have the following comments.
 General

1. We note your response to comment two of our letter dated February 16, 2011,
however it is not apparent how you concl uded that your filing is compliant with
Rule 3-10 of Regulation S-X.   Please provide a detailed  supporting analysis citing
relevant regulatory guidance.  Refe r generally to SEC Release 33-7878 (Aug. 15,
2000).

2. We reissue comment eight of our letter dated February 16, 2011.  Please either
remove the disclosure that references statements “within the meaning of the
Section 27A of the Securities Act and Section 21E of the Exchange Act” or include express disclosure that states that  the safe harbor prot ections contained in
these sections does not apply to statements made in connection with this offering.

Exhibit 5.1

3. We object to the statement in the last sentence of the second paragraph.  Please
either delete counsel’s assumption rela ting to due authori zation, delivery and
execution of the Indenture by the Trustee or provide support for why the
assumption is appropriate and/or not readily ascertainable by Fulbright &
Jaworski LLP.

Ms Dawn Wolverton
Rent-A-Center, Inc. March 11, 2011
Page 2

You may contact me at (202)  551-3397 with any questions.

 Sincerely,

Jay E. Ingram Legal Branch Chief
cc:  James R. Griffin, Esq.
 Fulbright & Jaworksi LLP
via facsimile at (214) 855-8200

February 16, 2011

Via U.S. Mail

Dawn M. Wolverton, Esq. Vice President – Associate General Counsel and Assistant Secretary
Rent-A-Center, Inc. 5501 Headquarters Drive Plano, Texas  75024
Re: Rent-A-Center, Inc.
  Registration Statement on Form S-4
Filed January 25, 2011
  File No. 333-171867

Dear Ms. Wolverton:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the 6.625%  Senior Notes due 2020 in reliance on our
position enunciated in Exxon Capital Holdings  Corp., SEC No-Action Letter (April 13,
1988).  See  also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and
Shearman & Sterling, SEC No-Action Letter (Jul y 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 2

 2. Please note that at the time of its effectiven ess, your registration statement must comply
with the financial statement requirements for subsidiary guarantors se t forth in Rule 3-10
of Regulation S-X. Please a dvise us as to how you plan to comply with these
requirements. See
 SEC Release No. 33-7878 (August 15, 2000).
Prospectus Cover Page

3. Where you disclose the title of s ecurities at the top of the out side cover, please revise to
add the guarantees of the exchange notes that are being offered simultaneously.

4. To the extent that circumstances warrant, plea se be aware of our position as articulated in
Securities Act Forms Compliance and Di sclosure Interpretation 123.01, which is
applicable to registration stat ements on Form S-4 that provide Form S-3-level disclosure.

5. Please disclose the following on the cover page:

• Broker-dealers who receive new securiti es pursuant to the exchange offer
acknowledge that they will deliver a prospe ctus in connection with any resale of
such new securities; and
• Broker-dealers who acquired the old securiti es as a result of market-making or
other trading activities ma y use the prospectus for the exchange offer, as
supplemented or amended, in connection with resales of the new securities.

6. As currently represented, the offer could be  open for less than 20 full business days due
to the 5:00 p.m. expiration time instead of  an expiration time of midnight on what
ultimately may be the twentieth business day following commencement.  See
 Question
and Answer Eight in Exchange Act Releas e No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at  least through midnight on the twentieth business day.  See
Rule 14d-1(g)(3).
7. Please confirm that the expiration date w ill be included in the final prospectus
disseminated to security holders and filed pursu ant to the applicable provisions of Rule
424 under the Securities Act.
 Forward-Looking Statements, page iii

8. The safe harbor for forward-looking stat ements provided in the Private Securities
Litigation Reform Act of 1995 does not apply to  statements made in connection with a
tender offer.  See  Section 27A(b)(2)(C) of the Securi ties Act and Section 21E(b)(2)(C) of
the Exchange Act.  Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor  protections it provides do not apply to statements made in
connection with the offer.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 3

 The Exchange Offer, page 19

 Terms of the Exchange Offer, page 19

9. We note the disclosure that parties tenderi ng the outstanding notes for exchange notes
will represent to you that they are “not par ticipating in, and have no understanding with
any person to participate in, the distribution of the exchange notes issued to [them] in the
exchange offer.”  Please revise to have each  party also acknowledge that it "does not
intend to engage in a distribu tion of the exchange notes."

Expiration Date; Extensions; Amendments page 21

10. We note that you reserve the right to extend th e exchange offer by gi ving oral or written
notice of such extension to the exchange ag ent. Please confirm in your prospectus that
such notice will disclose the number of securiti es tendered as of the date of the notice in
compliance with Rule 14e-1(d).
Letter of Transmittal
11. We note the disclosure in the second paragr aph stating that the Letter of Transmittal
describes the offer to exchange the “6.6255% Senior Notes due 2020.”  Please revise to
clarify that these are the “6.625% Senior Notes due 2020.”
Signatures
12. For Rent-A-Center, Inc. and for each co-regist rant guarantor, please revise to include the
signatures of the principal executive officer, principal financial o fficer, controller or
principal accounting officer, and at least a majority of the board of directors.  See
Instruction 1 to Signatures on Form S-4.
Exhibits
13. We note that the Indenture, Exhibit 4.2, is  incorporated by refe rence to your Current
Report on Form 8-K dated November 2, 2010.  However, we note that the copy of the Indenture filed with such Form 8-K does not  include the signatures of Rent-A-Center or
any of the subsidiary guaranto rs.  If a complete copy of th e executed agreement has been
filed previously, please advise us as to where it is located.  Otherwise, please file an
executed copy with your amendm ent to the Form S-4.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 4

 Legal Opinions

General
14. Please file the opinions of DL A Piper LLP (US), Lionel, Sawyer & Collins, and Frantz
Ward LLP as Exhibits 5.2 – 5.4.

15. We note that each of the legal opinions of  Fulbright & Jaworski LLP, DLA Piper LLP
(US), Lionel, Sawyer & Collins, and Frantz Wa rd LLP are given “as of the date hereof”
and that counsel in each case assumes no ob ligation to update or supplement the legal
opinion.  Please be advised that before we ta ke action on the registration statement, it will
be necessary for counsel to file updated le gal opinions.  Alternatively, counsel should
remove the limitations from the opinions.
Legal Opinion of Fulbright & Jaworski LLP
16. We note that counsel refers to the General Corporation Law and the Limited Liability
Company Act of the State of Delaware and repor ted judicial interpretations of such laws.
Please have counsel confirm for us in writing th at the reference to su ch laws includes the
statutory provisions and also all applicable  provisions of the Delaware Constitution, in
addition to the reported judi cial interpretations.

17. Counsel cannot assume due authorization, execution and delivery of documents by the
company and the subsidiary guarantors.  Pleas e revise the last sentence of the second
paragraph accordingly, including specifyi ng that counsel is not assuming due
authorization, execution and de livery of the Indent ure by the company and the subsidiary
guarantors.

18. We note that the legal opinion expresses no opinion as to the validity, legally binding
effect or enforceability of Section 12.13 of th e Indenture relating to the severability of
any provision of the Indenture, Exchange Note s or Guarantees of the Exchange Notes.
Please tell us supplementally whether c ounsel believes that Section 12.13 of the
Indenture as to which it e xpresses no opinion is already covered by the limitations set
forth in your opinion relating to bankruptcy, ge neral principles of equity and judicial
discretion.  If the enforceability of Secti on 12.13 is already covere d by these limitations,
please tell us why counsel has specifically ca rved out this provision, or revise the opinion
to remove the carve-out.  If the enforceabi lity of the provisions is not covered by these
standard limitations, please explai n why the carve-out is necessary.
Legal Opinion of DLA Piper LLP (US)
19. We note the statement on page 3 that the legal opinion is for the “sole use” of Fulbright &
Jaworski LLP and is “not to be made availa ble to or relied upon by any other person or
entity” and that it may not be relied upon or used for any other purpose, without

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 5

 counsel’s prior express written consent.  Di sclaimers of responsibil ity that in any way
state or imply that investors are not entitled to rely on th e opinion, or other limitations on
whom may rely on the opinion, are not acceptable.  Please revise or dele te this disclaimer
from the legal opinion.
20. We note that the legal opinion states that The Rental Store, Inc. entered into a
Supplemental Indenture dated December 21, 2010.  Please file such Supplemental
Indenture, and any other Supplemental Indent ure entered into by a subsidiary guarantor,
as an exhibit to the registration statement.
  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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Dawn M. Wolverton Rent-A-Center, Inc. February 16, 2011 Page 6

 You may contact Erin Jaskot, Staff Attorney, at (202) 551- 3442, or me at (202) 551-3397
with any questions.
 Sincerely,    Jay Ingram Legal Branch Chief
cc:   Thomas W. Hughes, Esq. ( via facsimile at (214) 855-8200)
 James R. Griffin, Esq.  Fulbright & Jaworski, L.L.P.

June 28, 2010

Via U.S. mail and facsimile (972) 943-0116

Mr. Robert D. Davis, Ch ief Financial Officer
Rent-A-Center, Inc.
5501 Headquarters Drive  Plano, Texas 75024

 RE: Rent-A-Center, Inc.
Form 10-K for the fiscal ye ar ended Decem ber 31, 2009
Filed February 26, 2010
  File No. 000-25370

Dear Mr. Davis:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
    Pamela Long
Assistant Director

CORRESP
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June 15, 2010

Via EDGAR

Mr. Jay Ingram

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E., Mail Stop 3720

Washington, D.C. 20549

         Re:

    Rent-A-Center, Inc.

Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”)

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed April 5, 2010

File No. 000-25370

Dear Mr. Ingram:

     This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated June 1, 2010 (the “Comment Letter”) with
respect to the above-referenced filings. For the convenience of the Staff, we have set forth
below, in boldface type, the number and text of each comment in the Comment Letter followed by the
Company’s responses thereto.

Annual Report on Form 10-K

Item 15. Exhibits and Financial Statement Schedules, page 70

Exhibits, page 70

Exhibit 10.31, page 74

    1.

    We note that the filed agreement does not contain the corresponding schedules and exhibits.
Please file a complete copy of the Third Amended and Restated Credit Agreement, including all
schedules and exhibits thereto, with your next Exchange Act report.

Response: In response to the Staff’s comment, the Company will file a complete copy
of the Third Amended and Restated Credit Agreement, including all schedules and
exhibits thereto, with the Company’s Form 10-Q for the period ending June 30, 2010.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 2

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 17

General

    2.

    With respect to the annual cash and long-term equity incentive programs, please revise to
include a detailed analytical discussion of the actual payouts awarded to each of the named
executive officers. Describe how you used the achievement of the applicable performance
objectives to derive the actual payouts.

Response: With respect to annual cash incentive programs, as discussed under “2009
Annual Base Salary Adjustments and 2009 Target Annual Incentive Compensation” on
page 23 of the Proxy Statement, the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”) concluded, based upon the study by
Hewitt Associates, LLC, a compensation consultant retained by the Compensation
Committee, that the eligible bonus percentage for each of the Company’s named
executive officers should be increased to more fully align the executive officer’s
bonus potential with similarly situated officers at other comparable companies.
Based upon that review and as discussed on page 23 of the Proxy Statement, the
Compensation Committee increased the bonus potential as a percentage of base salary
under the Company’s management bonus opportunity program (the “MBO Program”) to 60%,
50%, and 50% for Messrs. Fadel, Davis, and Korst, respectively. Under
“MBO Program Compensation Determinations for 2009” on page 24 of the Proxy
Statement, the Company disclosed that it achieved 107.8% of the target amount of
pre-tax consolidated net income for fiscal year 2009, resulting in the payment of
130% of the target bonus amounts pursuant to the 2009 MBO program. The specific
dollar amounts awarded to the Company’s eligible named executive officers as annual
cash incentive bonuses for 2009 are included in the Summary Compensation Table under
the column “Non-Equity Incentive Plan Compensation” on page 27 of the Proxy
Statement. In response to the Staff’s comment and pursuant to discussions with the
Staff, in future filings the Company will add additional disclosure setting forth
the cash amount awarded to each eligible named executive officer under the MBO
Program, and include a cross-reference to the Summary Compensation Table with
respect to such amounts.

With respect to annual long-term equity incentive programs, the Company advises the
Staff that, in accordance with the terms of the awards, there were no target
performance-based award payouts in 2009 for awards made in 2009. As discussed under
“Long-Term Incentive Compensation Award Grants in 2009” on page 25 of the Proxy
Statement, the performance-based equity awards granted in 2009 are based upon the
Company’s achievement of a three-year EBITDA target of $1.151 billion for the
three-year period ending December 31, 2011. As a result, any payouts with respect
to these performance-based awards will not be made until after the expiration of the
three-year measurement period. In response to the Staff’s comment and pursuant to
discussions with the Staff, in future filings the Company will include the EBITDA
for each completed applicable fiscal year to provide investors with a better
understanding of the likelihood of achieving the payout amounts, if any, with
respect to such performance-based awards.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 3

    3.

    We note your disclosure that your base salary, annual incentive compensation and long-term
incentive compensation determinations are partially based on benchmarking to “similarly
situated companies.” Please revise to clarify whether this reference throughout this section
refers to the companies listed on page 19. Please use a term, such as the “Peer Group”, to
clearly identify the group of companies you use as a basis for comparison for your
compensation decisions.

Response: In response to the Staff’s comment, in future filings the Company will use
a defined term such as the “Peer Group” to clearly identify any group of companies
the Compensation Committee uses as a basis for comparison for compensation
decisions.

Mr. Speese Annual Incentive Compensation, page 20

    4.

    Please revise to explain why you determined to structure Mr. Speese’s compensation
differently from the other named executive officers.

Response: The Company advises the Staff that Mr. Speese’s compensation structure is
primarily different from that of the other named executive officers in two respects:
(1) Mr. Speese does not participate in the MBO program and (2) Mr. Speese is
generally not granted long-term equity incentive awards.

With respect to Mr. Speese’s non-participation in the MBO program, as discussed
under “Mr. Speese Annual Incentive Compensation” on page 20 of the Proxy Statement,
Mr. Speese has an employment agreement with the Company pursuant to which the
Compensation Committee has the authority to award a cash bonus to Mr. Speese in its
discretion. Similar to prior years, in 2009 the cash bonus amount awarded to Mr.
Speese as a percentage of his target cash bonus amount was determined consistent
with the determination of the amount earned by the other eligible named executive
officers under the MBO program. In determining whether Mr. Speese is awarded a cash
bonus and if so, in what amount, the Compensation Committee reviews the Company’s
financial performance for the relevant fiscal year, Mr. Speese’s past performance,
total cash compensation necessary to retain top executive talent, and whether we
attained the financial performance measure for the MBO program for our other senior
executive officers, including our named executive officers. In future filings, the
Company will include disclosure that Mr. Speese does not participate in the MBO
program due to the Compensation’s Committee’s discretion under his employment
agreement to award Mr. Speese a cash bonus.

As discussed under “Long-Term Incentive Compensation Award Grants in 2009” on page
25 of the Proxy Statement, the Compensation Committee has determined that a
long-term incentive award granted to Mr. Speese should be a cash award containing
substantially the same vesting schedule and requirements as those of the long-term
incentive equity awards granted to the Company’s other named executive officers, due to
Mr. Speese’s significant ownership of our common stock.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 4

MBO Program Compensation Determinations for 2009, page 24

    5.

    Please disclose the MBO target bonus amount.

Response: The Company advises the Staff that the MBO target bonus amount for 2009
was set at $247.6 million of consolidated pre-tax net income, as set forth under
“MBO Program – Company-Wide Financial Performance Goal” and “MBO Program
Compensation Determinations for 2009” on pages 23 and 24, respectively, of the Proxy
Statement. In response to the Staff’s comment, in future filings the Company will
include a cross-reference to the Grants of Plan-Based Awards Table for the potential
value of the payouts with respect to the annual cash incentive bonuses for each
eligible named executive officer if the threshold, target and performance levels are
achieved.

Mr. Speese 2009 Cash Bonus, page 24

    6.

    Please disclose the individual contributions you considered in determining to increase Mr.
Speese’s cash bonus amount from 80% to 130% of his base salary. See Item 402(b)(2)(vii) of
Regulation S-K.

Response: The Company advises the Staff that, as discussed under “Mr. Speese 2009
Cash Bonus” on page 24 of the Proxy Statement, Mr. Speese’s target cash bonus amount
for 2009 was 80% of his base salary and the Compensation Committee determined Mr.
Speese should receive a cash bonus equal to 130% of this target cash bonus amount
(i.e. 130% of 80%). In reaching this determination, the Compensation Committee
considered the level of achievement of the financial performance target set with
respect to the 2009 MBO Program, which resulted in the other named executive
officers receiving a payment equal to 130% of their targeted bonus amounts as well.
The Compensation Committee has the discretion to increase or decrease Mr. Speese’s
target cash bonus amount, but did not identify material factors that it believed
would merit such an adjustment. In future filings, the Company will clarify this
decision-process, and, if the Compensation Committee takes Mr. Speese’s individual
contributions into account, the Company will disclose the individual contributions
that were taken into account by the Compensation Committee.

Long-Term Incentive Compensation Award Grants in 2009, page 25

    7.

    Please disclose in this section the target performance-based award payout.

Response: In response to the Staff’s comment, the Company advises the Staff that
there were no target performance-based award payouts for 2009. As discussed under
“Long-Term Incentive Compensation Award Grants in 2009” on page 25 of the Proxy
Statement, the performance-based equity awards granted in 2009 are based upon the
Company’s achievement of a three-year EBITDA target of $1.151 billion for the
three-year period ending December 31, 2011. As a result, any payouts with respect
to these performance-based awards will not be made until after the expiration of the
three-year measurement period. In response to the Staff’s comment, in future
filings the Company will include a cross-reference to the Grants of Plan-Based
Awards Table for the potential amount of the payouts with respect to the restricted
stock unit awards to be received by

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 5

each eligible named executive officer if the threshold, target and performance
levels are achieved.

Related Person Transactions, page 45

    8.

    Please disclose whether your policies and procedures are in writing. See Item 404(b)(1)(iv)
of Regulation S-K.

Response: The Company confirms that its policies and procedures with respect to
related party transactions are in writing. In response to the Staff’s comment, in
future filings the Company will specifically state that such policies and procedures
are in writing.

     In addition, pursuant to your request, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and (iii) 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.

******

     Should any member of the Staff have any questions or additional comments regarding the
Company’s responses to the Staff’s comments set forth above, please do not hesitate to call Dawn
Wolverton in the Company’s legal department at (972) 801-1160, or by facsimile at (972) 801-1476.

    Sincerely,

    /s/ Robert D. Davis

    Robert D. Davis

    Executive Vice President, Chief Financial Officer and Treasurer

Rent-A-Center, Inc.

    cc:

    Chambre Malone, Securities and Exchange Commission

Dawn M. Wolverton, Rent-A-Center, Inc.

James R. Griffin, Fulbright & Jaworski L.L.P.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
June 1, 2010

Via U.S. mail and facsimile (972) 943-0116

Mr. Robert D. Davis, Ch ief Financial Officer
Rent-A-Center, Inc.
5501 Headquarters Drive  Plano, Texas 75024

 RE: Rent-A-Center, Inc.
Form 10-K for the fiscal ye ar ended Decem ber 31, 2009
Filed February 26, 2010
Definitive Proxy Statem ent on Schedule 14A
Filed April 5, 2010
  File No. 000-25370

Dear Mr. Davis:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing. We look forward to  working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.

Mr. Robert D. Davis
June 1, 2010
Page 2 of 4   Annual Report on Form 10-K

 Item 15.  Exhibits and Financia l Statement Schedules, page 70

Exhibits, page 70
Exhibit 10.31, page 74
 1. We note that the filed agreement does not contain the corresponding schedules
and exhibits.  Please file a complete copy of the Third Amended and Restated
Credit Agreement, including all schedules and exhibits thereto, with your next
Exchange Act report.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 17

General
 2. With respect to the annual cash and long- term equity incentive programs, please
revise to include a detaile d analytical discussion of the actual payouts awarded to
each of the named executive officers. Desc ribe how you used the achievement of
the applicable performance objectives to derive the actual payouts.

3. We note your disclosure that your base salary, annual incentive compensation and
long-term incentive compensation determinations are partially based on
benchmarking to “similarly situated compan ies.”  Please revise to clarify whether
this reference throughout this section refe rs to the companies listed on page 19.
Please use a term, such as the “Peer Group”, to clearly identify the group of companies you use as a basis for comparison for your compensation decisions.

Mr. Speese Annual Incentive Compensation, page 20

4. Please revise to explain why you dete rmined to structure Mr. Speese’s
compensation differently from the other named executive officers.
 MBO Program Compensation Dete rminations for 2009, page 24

 5. Please disclose the MBO target bonus amount.
 Mr. Speese 2009 Cash Bonus, page 24

 6. Please disclose the indivi dual contributions you considered in determining to
increase Mr. Speese’s cash bonus amount from  80% to 130% of his base salary.
See Item 402(b)(2)(vii) of Regulation S-K.

Mr. Robert D. Davis
June 1, 2010
Page 3 of 4   Long-Term Incentive Compensation Award Grants in 2009, page 25

 7. Please disclose in this section the ta rget performance-ba sed award payout.
 Related Person Transactions, page 45

 8. Please disclose whether your policies and procedures are in writing.  See Item
404(b)(1)(iv) of Regulation S-K.

* * * *

 Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.
            We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company's disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
             In connection with respondi ng to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the ade quacy 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

• 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.
           In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Robert D. Davis
June 1, 2010  Page 4 of 4              You may contact Chambre Mal one, Staff Attorney at (202) 551-3262 or me at
(202) 551-3397 if you have any questions.
Sincerely,
           J a y  I n g r a m            L e g a l  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
June 24, 2008
By U.S. Mail and 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, 2007  Form 10-Q for the Fiscal  Quarter Ended March 31, 2008
 File No. 000-25370

Dear Mr. Davis:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Dale Welcome, Staff A ccountant, at (202) 551-3865, Jeanne Baker,
Assistant Chief Accountant, at  (202) 551-3691 or, in their abse nce, to the undersigned at
(202) 551-3768.    Sincerely,

       John Cash         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

June 2, 2008

John Cash

Accounting Branch Chief

Securities and Exchange Commission

100 F Street, NE, Mail Stop 7010

Washington, D.C. 20549-7010

Re:       Response to Comments Received from the Staff of the Commission with respect to

Form 10-K (“10-K”) for the fiscal year ended December 31, 2007

Form 10-Q for the quarter ended March 31, 2008 (“10-Q”)

File No. 000-25370

Dear Mr. Cash:

     This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated May 16, 2008 (the “Comment Letter”) with
respect to the 10-K and 10-Q filings set forth above.

     For the convenience of the Staff, we have set forth below, in boldface type, the number and
text of each comment in the Comment Letter followed by the Company’s responses thereto.

Form 10-K for the year ended December 31, 2007

Management’s Discussion & Analysis, page 24

Liquidity and Capital Resources, page 35

    1.

    We note your discussion of “the reversal of accrued liabilities related to year end operating
expenses of Rent-Way.” Please supplementally tell us and revise future filings to clarify the
nature of this reversal and how you accounted for it.

     The word “reversal” was intended to mean “payment” of accrued liabilities related to year end
operating expenses of Rent-Way which were recorded at the time of the acquisition in late
2006. Accordingly, no disclosure
regarding the nature of the “reversal” or how it was accounted for will be necessary in future
filings.

John Cash

June 2, 2008

Page 2

    2.

    We note the increase in your bad debt expense and accounts written off. Please tell us and
disclose in future filings, the reasons for the increase between periods, as well as your
expectation of the trend in writing off receivables and the impact on your cash flows.

     The Company’s installment sale and loan volumes have increased. As a percentage of net
receivables, the bad debt activity has remained consistent between periods and we do not believe
the dollar increase alone represents a trend likely to have a material impact on our profitability
or cash flows. If activity in our financial services business increases in the future, we will
consider expanding or separating the disclosures related to bad debts for each of our revenue
streams.

Financial Statements and Supplementary Data, page 43

Note C — Merchandise Inventory, page 57

    3.

    In your reconciliation of merchandise inventory, you show that other inventory deletions
increased by approximately $55 million from 2006 to 2007. Of this change, please
supplementally tell us how much of this loss relates to unrepairable and missing merchandise
versus acquisition write-offs. Please address the reasons for these deletions. Additionally,
in future filings, please discuss, in MD&A, any material changes in other inventory deletions.

     Of the $55 million increase in inventory deletions from 2006 to 2007, approximately $47.1
million related to losses attributable to unrepairable and missing merchandise which were expensed
during 2007 and approximately $7.8 million related to acquisition adjustments. Inventory deletions
of $47.1 million in 2007 were the result of management’s efforts to improve inventory quality and
levels following the acquisition of Rent-Way in late 2006, as well as a period of slow customer
demand experienced during the summer of 2007. The $7.8 million of acquisition adjustments are
attributable to inventory that did not exist or was received by the Company but was not rentable or
repairable at the time of acquisition. These inventory evaluations were made after further
analysis during 2007 and it was determined these items should be post purchase adjustments. The
Staff’s comment is noted, and future filings will more clearly discuss each material individual
factor when multiple factors contribute to a material change from period to period.

Note E — Intangible Assets and Acquisitions, page 58

    4.

    In regard to your post purchase price allocation adjustments in 2007, please tell us how much
of the $11.9 million was for the tax benefit and the inventory charge-offs, respectively. In
addition, please supplementally tell us how this inventory charge-off relates to the $59.6
million in other inventory deletions mentioned in note C.

John Cash

June 2, 2008

Page 3

     The post purchase price allocation adjustments in 2007 consisted of the following:

    Deferred tax assets

    $
    (28.5
    )

    Inventory adjustments

    7.8

    Non-inventory related adjustments

    8.8

    Total

    $
    (11.9
    )

     Following the completion of the Rent-Way acquisition, the Company determined during 2007 that
it would be able to realize a tax benefit for items previously recorded as goodwill. In accordance
with paragraph 30 of Statement of Financial Accounting Standards No. 109 and paragraph 40 of
Statement of Financial Accounting Standards No. 141, this amount reduced goodwill.

     As discussed above in the response to Comment 3, $7.8 million of acquisition adjustments
attributable to inventory were made following the completion of evaluations of inventory acquired
as a result of acquisitions.

     The non-inventory related adjustments are attributable to various adjustments in the book
values and fair values of assets acquired and liabilities assumed pursuant to acquisitions, none of
which were individually significant.

Note F — Restructuring, page 61

    5.

    In future filings, please provide the disclosure requirements, as indicated in paragraph 20b
of SFAS 146, for your 2007 store consolidation/restructuring plans.

     The Company did not include tabular disclosure of the accrual activity with respect to the
2007 store consolidation plan and other restructuring items in the 10-K because such activity was
immaterial and was disclosed in the narrative. The Staff’s comment is noted, and future filings
will include the following tabular disclosure as set forth in the 10-Q:

     The following table shows the changes in the accrual balance from March 31, 2008 to June 30,
2008, relating to our restructuring (in thousands):

    Balance at March 31, 2008

    $
    15,567

    Adjustment to accrual

    —

    Cash activity(1)

    Balance at June 30, 2008

    $

    (1)

    Primarily related to lease terminations

*          *          *

John Cash

June 2, 2008

Page 4

     Pursuant to the Staff’s specific request in the Comment Letter, the Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in
their filings;

    •

    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

    •

    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.

     Should any member of the Staff have any questions or additional comments regarding the
Amendment or the responses to the Staff’s Comment Letter set forth above, please do not hesitate to
call the undersigned at (972) 801-1204.

    Sincerely,

    /s/ Robert D. Davis

    Robert D. Davis

    Executive Vice President — Finance,

Chief Financial Officer and Treasurer

    cc:

    Dale Welcome, Securities and Exchange Commission

    Jeanne Baker, Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 16, 2008
By U.S. Mail and 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, 2007  Form 10-Q for the Fiscal Quarter Ended March 31, 2008  File No. 000-25370

Dear Mr. Davis:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2007

 Management’s Discussion and Analysis, page 24

 Liquidity and Capital Resources, page 35

 1. We note your discussion of “the reversal of accrued liabilities related to year end
operating expenses of Rent-Way.”  Please supplementally tell us and revise future filings to clarify the nature of this reversal and how you accounted for it.

Mr. Robert D. Davis
Rent-A-Center, Inc. May 16, 2008 Page 2  2. We note the increase in your bad debt expense and accounts written off.  Please
tell us and disclose in future filings, the reasons for the increase between periods, as well as your expectation of the trend in writing off receivables and the impact on your cash flows.
 Financial Statements and Supplementary Data, page 43

 Note C – Merchandise Inventory, page 57

 3. In your reconciliation of merchandise i nventory, you show that other inventory
deletions increased by approximately $55 million from 2006 to 2007.  Of this change, please supplementally tell us how much of this loss relates to unrepairable and missing merchandise versus acquisition write-offs.  Please address the reasons for these deletions.  Additionally, in future filings, please discuss, in MD&A, any material changes in other inventory deletions.
 Note E – Intangible Assets and Acquisitions, page 58

 4. In regard to your post purchase price allocation adjustments in 2007, please tell us
how much of the $11.9 million was for the tax benefit and the inventory charge-offs, respectively.  In addition, please supplementally tell us how this inventory charge-off relates to the $59.6 million in other inventory deletions mentioned in note C.
 Note F – Restructuring, page 61

 5. In future filings, please provide the disclosure requirements, as indicated in
paragraph 20b of SFAS 146, for your 2007 store consolidation / restructuring plans.

* * *
 Please respond to these comments within 10 business days, or tell us when you
will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please furnish your response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Mr. Robert D. Davis
Rent-A-Center, Inc. May 16, 2008 Page 3    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their
filings;
• 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
• 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 If you have any questions regarding these comments, you may contact Dale
Welcome, Staff Accountant, at (202) 551-3865, Jeanne Baker, Assistant Chief
Accountant, at (202) 551-3691 or, in their ab sence, to the undersigned at (202) 551-3768.

Sincerely,

John Cash
        A c c o u n t i n g  B r a n c h  C h i e f