UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One) 
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
For the fiscal year ended December 31, 2019
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-38047
For the transition period from             to             
Commission File Number: 001-38047
Rent-A-Center, Inc.
(Exact name of registrant as specified in its charter)
Delaware 45-0491516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Headquarters Drive
Plano, Texas75024
(Address, including zip code of registrant's
principal executive offices)
Registrant's telephone number, including area code: 972-801-1100972-801-1100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on Which Registered
Common Stock, par value $0.01 per shareRCIIThe Nasdaq Global SelectStock Market Inc.LLC
   
Securities registered pursuant to Section 12(g) of the Act: None
   
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yesþ   No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ¨Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesþ    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesþ    No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ     Accelerated filer ¨     Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨   No þ
Aggregate market value of the 42,856,015 shares of Common Stock held by non-affiliates of the registrant at the closing sales price as reported on The Nasdaq Global Select Market, Inc. on June 30, 2017
$502,272,496
Number of shares of Common Stock outstanding as of the close of business on February 21, 2018:53,413,636
Aggregate market value of the 48,830,414 shares of Common Stock held by non-affiliates of the registrant at the closing sales price as reported on The Nasdaq Global Select Market, Inc. on June 30, 2019
$1,300,353,876
Number of shares of Common Stock outstanding as of the close of business on February 21, 2020:55,230,574
Documents incorporated by reference:
Portions of the definitive proxy statement relating to the 20182020 Annual Meeting of Stockholders of Rent-A-Center, Inc. are incorporated by reference into Part III of this report.

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TABLE OF CONTENTS
  Page
  
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
   
  
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.Selected Financial Data
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
 
  
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal Accountant Fees and Services
 
  
Item 15.Exhibits and Financial Statement Schedules
Item 16.Form 10-K Summary
   
SIGNATURES




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. These forward-looking statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Annual Report on Form 10-K and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. Factors that could cause or contribute to these differences include, but are not limited to:
the general strength of the economy and other economic conditions affecting consumer preferences and spending;
factors affecting the disposable income available to our current and potential customers;
changes in the unemployment rate;
uncertainties concerning the outcome, impact, effects and resultscapital market conditions, including availability of the exploration offunding sources for us;
changes in our strategic and financial alternatives;credit ratings;
difficulties encountered in improving the financial and operational performance of our business segments;
risks associated with pricing changes and strategies being deployed in our businesses;
our ability to continue to realize any benefits from our initiatives regarding cost-savings and other EBITDA enhancements, efficiencies and working capital improvements;
our chief executive officer transitions, including our ability to continue to effectively operate and execute our strategies during the transition period;
our ability to execute our franchise strategy;strategic initiatives;
failure to manage our store labor and other store expenses;
our ability to develop and successfully execute strategic initiatives;
disruptions caused by the operation of our store information management system;systems;
our ability to realize the strategic benefits from the Merchants Preferred Acquisition, including achieving expected synergies and operating efficiencies from the acquisition;
our ability to successfully integrate Merchants Preferred's operations which may be more difficult, time-consuming or costly than expected;
operating costs, loss of retail partners and business disruption arising from the Merchants Preferred Acquisition;
the ability to retain certain key employees at Merchants Preferred;
risks related to our virtual lease-to-own business, including our ability to continue to develop and successfully implement the necessary technologies;
our ability to achieve the benefits expected from our recently announced integrated retail preferred offering, Preferred Lease, including our ability to integrate our historic retail partner business (Acceptance Now) and the Merchants Preferred business under the Preferred Lease offering;
our transition to more-readily scalable "cloud-based" solutions;
our ability to develop and successfully implement digital or E-commerce capabilities, including mobile applications;
disruptions in our supply chain;
limitations of, or disruptions in, our distribution network;
rapid inflation or deflation in the prices of our products;
our ability to execute and the effectiveness of a store consolidation, including our ability to retain the revenue from customer accounts merged into another store location as a result of a store consolidation;
our available cash flow;
flow and our ability to refinance our senior credit facility on favorable terms, if at all;generate sufficient cash flow to continue paying dividends;
our ability to identify and successfully market products and services that appeal to our customer demographic;

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consumer preferences and perceptions of our brands;
our ability to control costs and increase profitability;
our ability to retain the revenue associated with acquired customer accounts and enhance the performance of acquired stores;
our ability to enter into new and collect on our rental or lease purchase agreements;
changes in the passageenforcement of legislationexisting laws and regulations and the enactment of new laws and regulations adversely affecting the Rent-to-Own industry;our business;
our compliance with applicable statutes or regulations governing our transactions;

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businesses;
changes in interest rates;
changes in tariff policies;
adverse changes in the economic conditions of the industries, countries or markets that we serve;
information technology and data security costs;
the impact of any breaches in data security or other disturbances to our information technology and other networks and our ability to protect the integrity and security of individually identifiable data of our customers and employees;
changes in our stock price, the number of shares of common stock that we may or may not repurchase, and our dividend policy and any changes thereto, if any;
changes in estimates relating to self-insurance liabilities and income tax and litigation reserves;
changes in our effective tax rate;
fluctuations in foreign currency exchange rates;
our ability to maintain an effective system of internal controls;
the resolution of our litigation;litigation or administrative proceedings to which we are or may be a party to from time to time; and
the other risks detailed from time to time in our reports furnished or filed with the Securities and Exchange Commission.


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PART I
Item 1. Business.
History of Rent-A-Center
Unless the context indicates otherwise, references to “we,” “us” and “our” refer to the consolidated business operations of Rent-A-Center, Inc., the parent, and any or all of its direct and indirect subsidiaries. For any references in this document to Note A through Note U, refer to the Notes to Consolidated Financial Statements in Item 8.
We are one of the largest rent-to-own operators in North America,a lease-to-own industry leader, focused on improving the qualitylives of life for our customers by providing them the opportunity to obtain ownership of the high-quality durable products they need and want such as furniture and accessories, appliances, consumer electronics, appliances, computers, (including tablets),tablets and smartphones, and furniture (including accessories),a variety of other products, under flexible rentallease purchase agreements with no long-term obligation. We were incorporated in the State of Delaware in 1986, and our common stock is traded on the Nasdaq Global Select Market under the symbol "RCII."
Our principal executive offices are located at 5501 Headquarters Drive, Plano, Texas 75024. Our telephone number is (972) 801-1100 and our company website is www.rentacenter.com. We do not intend for information contained on our website to be part of this Annual Report on Form 10-K. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, periodic reports on Form 8-K, proxy statements and other information with the United States Securities and Exchange Commission ("SEC"). The public may obtain copies of these reports and any amendments at the SEC's Internet site, www.sec.gov. Additionally, we make available free of charge on or through our website our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Additionally, weSEC. We also provide electronic or paper copies of our filings free of charge upon request.
The Rental Purchase Transaction
The rental purchase transaction is a flexible alternative for consumers to obtain use and enjoyment of brand name merchandise with no long-term obligation. Key features of the rental purchase transaction include:
Brand name merchandise. We In our store locations and through our retail partnerships, we offer merchandise from well-known brands such as Ashley home furnishings; LG, Samsung, Sony and VizioSony home electronics; Frigidaire, General Electric, LG, SamsungWhirlpool, Amana, and WhirlpoolMaytag appliances; HP, Dell, Acer, Apple, Asus, Samsung and Toshiba computers and/or tablets; LG and Samsung smartphones; and Ashley home furnishings.Apple smartphones.
Convenient payment options. Our customers make payments on a weekly, semi-monthly or monthly basis in our stores, kiosks,at our retail partner locations, online or by telephone. We accept cash, credit or debit cards. Rental payments received at our store or retail partner locations are generally made in advance and,advance. Under the virtual business model, payments are generally made in arrears at the end of the lease term. Rental payments together with applicable fees, constitute our primary revenue source. Approximately 82%78% and 92%93% of our rental purchase agreements are on a weekly termterms in our Core U.S. rent-to-own storesRent-A-Center Business and our Mexico segment,segments, respectively. Payments are generally made in advance on a biweekly or monthly basis in our Acceptance NowPreferred Lease segment.
No negative consequences.long term obligation. A customer may terminate a rental purchase agreement at any time without penalty.
No credit needed. Generally, we do not conduct a formal credit investigation of our customers. WeIn the Rent-A-Center Business segment, we primarily verify a customer’s residence and sources of income. References provided by the customer are also contacted to verify certain information contained in the rental purchase order form. In our Preferred Lease segment customers complete the application process through a variety of resources, including online digital waterfall technology, retail partner electronic portals, online e-commerce websites, and a robust proprietary automated decision engine process used to confirm certain customer information for approval of the rental purchase agreement.
Delivery & set-up included. We generally offer same-day or next-day delivery and installation of our merchandise at no additional cost to the customer in our rent-to-ownlease-to-own stores. Our Acceptance NowPreferred Lease locations rely on our third-party retail partners to deliver merchandise rented by the customer. Such third-party retail partners typically charge us a fee for delivery, which we pass on to the customer.
Product maintenance & replacement. We provide any required service or repair without additional charge, except for damage in excess of normal wear and tear. Repair services are provided through our network of service centers,The cost to repair the cost of whichmerchandise may be reimbursed by the vendor if the item is still under factory warranty. If the product cannot be repaired at the customer’s residence, we provide a temporary replacement while the product is being repaired. If the product cannot be repaired, we will replace it with a product of comparable quality, age and condition.

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Lifetime reinstatement. If a customer is temporarily unable to make payments on a piece of rental merchandise and must returnreturns the merchandise, that customer generally may later re-rent the same piece of merchandise (or if unavailable, a substitute of comparable quality, age and condition) on the terms that existed at the time the merchandise was returned, and pick up payments where they left off without losing what they previously paid.

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Flexible options to obtain ownership. Ownership of the merchandise generally transfers to the customer if the customer has continuously renewed the rental purchase agreement for a period of seven to 30 months, depending upon the product type, or exercises a specified early purchase option.
Our Strategy
Our strategy focusesis focused on several improvement areas includinggrowing our business model through emphasis on the following key initiatives:
Executing on large market opportunities using a significant cost savings plan, a more targeted value proposition,virtual platform via our Preferred Lease offering and a refranchising program.e-commerce
The Company is targeting significant cost savingsContinue solid trends in our Rent-A-Center Business segment driven by accelerating e-commerce momentum, expanding product categories, and improving the customer experience
Generating favorable EBITDA margin and strong free cash flow to fund strategic priorities and return capital to shareholders
As we pursue our strategy, we may take advantage of merger and acquisition opportunities across the businessfrom time to time that advance our key initiatives, and to engage in the areas of overhead, supply chain anddiscussions regarding these opportunities, which could include mergers, consolidations or acquisitions or dispositions or other store expenses.
The updated value proposition in the Core is intended to improve traffic trends with a balanced approach of competitively pricing elastic categories while capturing more margin in inelastic categories.
Within Acceptance NOW, the value propositiontransactions, although there can be no assurance that any such activities will center around improved return on investment through a shorter payback period and higher ownership levels.
Refranchising brick and mortar locations will enable the Company to maintain and grow its presence while using proceeds to pay down debt.be consummated.
Our Operating Segments
We report financial operating performance under four operating segments:segments. To better reflect the Company's current strategic focus, our retail partner business operations are now reported as the Preferred Lease segment (formerly Acceptance Now), which includes our virtual, staffed and hybrid business models; and our company-owned stores, and e-commerce platform through rentacenter.com, are now reported as the Rent-A-Center Business segment (formerly Core U.S., Acceptance Now,). In addition we report operating results for our Mexico and Franchising.Franchising segments. Additional information regarding our operating segments is presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 7 of this Annual Report on Form 10-K, and financial information regarding these segments and revenues by geographic area are provided in Note S to the consolidated financial statements contained in this Annual Report on Form 10-K. Substantially all of our revenues for the past three years originated in the United States.
Core U.S.Rent-A-Center Business
Our Core U.S.Rent-A-Center Business segment is our largest operating segment, comprising approximately 70%67% of our consolidated net revenues for the year ended December 31, 2017.2019. Approximately 80% of our business in this segment is from repeat customers.
At December 31, 2017,2019, we operated 2,3811,973 company-owned stores in the United States Canada and Puerto Rico, including 4544 retail installment sales stores under the names “Get It Now” and “Home Choice.” We routinely evaluate the markets in which we operate to optimize our store network.
Preferred Lease
Our Preferred Lease segment, which operates in the United States and will close, sell or merge underperforming stores.
Acceptance Now
Through our Acceptance Now segment, wePuerto Rico, and includes the operations of the recently acquired Merchants Preferred, generally provideprovides an on-site rent-to-ownlease-to-own option at a third-party retailer’s location.location, including staffed options, un-manned or virtual options, or a combination of the two (the hybrid model). In the event a retail purchase credit application is declined, the customer can be introduced to an in-store Acceptance NowPreferred Lease representative who explains an alternativeat our staffed locations, or work with a representative of the third party retailer or directly with our virtual solution to initiate the lease-to-own transaction for acquiring the use and ownership ofto obtain the merchandise. Because we neither require nor perform a formal credit investigation for the approval of the rental purchase transaction, applicants who meetwe use a proprietary automated process to confirm certain basic criteria are generally approved.customer information for approval of the rental purchase agreement. We believe our Acceptance Now programPreferred Lease model is beneficial for both the retailer and the consumer. The retailer captures more sales because we buy the merchandise directly from them and future rental payments are generally made at the retailer’s location.them. We believe consumers also benefit from our Acceptance Now programPreferred Lease model because they are able to obtain the products they want and need without the necessity of credit. The gross margins in this segment are lower thanWe pay the gross margins inretail price for merchandise purchased from our Core U.S. segment because we pay retail forpartners and subsequently leased to the product.customer. Through certain retail partners, we offer our customers the option to obtain ownership of the product at or slightly above the full retail price if they pay within 90 days. In some cases, the retailer provides us a rebate on the cost of the merchandise if the customer exercises this 90 day90-day option.
Each Acceptance Now kiosk location typically consists
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Our Preferred Lease operating model is highly agile and dynamic because we can open and close locations quickly and efficiently. Generally, our Preferred Lease staffed locations consist of an area with a computer, desk and chairs. We occupy the space without charge by agreement with each retailer. In our virtual locations, transactions are initiated through an electronic portal accessible by retail partners on their store computers. Accordingly, capital expenditures with respect to a new Acceptance Now locationPreferred Lease locations are minimal, and any exit costs associated with the closure of an Acceptance Now location would also be immaterial on an individual basis. Our operating model is highly agile and dynamic because we can open and close locations quickly and efficiently.minimal.
We rely on our third-party retail partners to deliver merchandise rented by the customer. Such third-party retail partners typically charge us a fee for delivery, which we pass on to the customer. In the event the customer returns rented merchandise, we pick it up at no additional charge. Merchandise returned from an Acceptance Now kioska Preferred Lease location is subsequently offered for rentrental at one of our Core U.S. rent-to-ownRent-A-Center Business stores.
As of December 31, 2017,2019, we operated 1,106998 staffed kiosk locations inside furniture and electronics retailers located in 4241 states and Puerto Rico, and 125 virtual (direct) locations.

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Rico.
Mexico
Our Mexico segment currently consists of our company-owned rent-to-ownlease-to-own stores in Mexico. At December 31, 2017,2019, we operated 131123 stores in this segment.
We are subject to the risks of doing business internationally as described under "Risk Factors."
Franchising
The stores in our Franchising segment use Rent-A-Center's, ColorTyme's or RimTyme'sRimTyme’s trade names, service marks, trademarks and logos, and operate under distinctive operating procedures and standards. Franchising's primary source of revenue is the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-to-ownlease-to-own transaction.
At December 31, 2017,2019, this segment franchised 225372 stores in 3133 states operating under the Rent-A-Center (148(305 stores), ColorTyme (39(30 stores) and RimTyme (38(37 stores) names. These rent-to-ownlease-to-own stores primarily offer high quality durable products such as furniture and accessories, consumer electronics, appliances, computers, furniture and accessories, wheels and tires.
As franchisor, Franchising receives royalties of 2.0% to 6.0% of the franchisees’ monthly gross revenue and, generally, an initial fee up to $35,000$10,000 per new location.
The following table summarizes our locations allocated among these operating segments as of December 31:
 2019 2018 2017
Rent-A-Center Business1,973
 2,158
 2,381
Preferred Lease(1)
998
 1,106
 1,106
Mexico123
 122
 131
Franchising372
 281
 225
Total locations(1)
3,466
 3,667
 3,843
 2017 2016 2015
Core U.S.2,381
 2,463
 2,672
Acceptance Now Staffed1,106
 1,431
 1,444
Acceptance Now Direct125
 478
 532
Mexico131
 130
 143
Franchising225
 229
 227
Total locations3,968
 4,731
 5,018
(1) Does not include virtual locations.
The following discussion applies generally to all of our operating segments, unless otherwise noted.
Rent-A-Center Operations
Store Expenses
Our expenses primarily relate to merchandise costs and the operationscost of operating our stores, including salaries and benefits for our employees, occupancy expense for our leased real estate, advertising expenses, lost, damaged, or stolen merchandise, fixed asset depreciation, and other expenses.
Product Selection
Our Core U.S.The stores in our Rent-A-Center Business, Mexico, and Mexico storesFranchise segments generally offer merchandise from fivecertain basic product categories: furniture and accessories, appliances, consumer electronics, appliances, computers, (including tablets), smartphones,tablets and furniture (including accessories).smartphones. In addition, in the Rent-A-Center Business segment, we have recently expanded into other product categories including tools, tires, jewelry and other accessories. Although we seek to maintain sufficient inventory in our stores to offer customers a wide variety of models, styles and brands, we generally limit merchandise to prescribed levels to maintain strict inventory controls. We seek to provide a wide variety of high quality merchandise to our customers, and we emphasize products from name-brand manufacturers. Customers may request either new merchandise or previously rented merchandise. Previously rented merchandise is generally offered at a

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similar weekly, semi-monthly, or monthly rental rate as is offered for new merchandise, but with an opportunity to obtain ownership of the merchandise after fewer rental payments.
Consumer electronic products offered by our stores include high definition televisions, home theater systems, video game consoles and stereos. Appliances include refrigerators, freezers, washing machines, dryers, and ranges. We offer desktop, laptop, tablet computers and smartphones. Our furniture products include dining room, living room and bedroom furniture featuring a number of styles, materials and colors. Accessories include lamps and tables and are typically rented as part of a package of items, such as a complete room of furniture. Showroom displays enable customers to visualize how the product will look in their homes and provide a showcase for accessories. Appliances include refrigerators, freezers, washing machines, dryers, and ranges. Consumer electronic products offered by our stores include high definition televisions, home theater systems, video game consoles and stereos. We offer desktop, laptop, tablet computers and smartphones.
The merchandise assortment may vary in our non-U.S. stores according to market characteristics and consumer demand unique to the particular country in which we are operating. For example, in Mexico, the appliances we offer are sourced locally, providing our customers in Mexico the look and feel to which they are accustomed in that product category.

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Acceptance NowPreferred Lease locations offer the merchandise available for sale at the applicable third-party retailer, primarily furniture and accessories, consumer electronics and appliances.
For the year ended December 31, 2017,2019, furniture and accessories accounted for approximately 41%44% of our consolidated rentals and fees revenue, consumer electronic products for 20%16%, appliances for 15%16%, computers for 5%, smartphones for 3% and other products and services for 16%17%.
Product Turnover
On average, in the Core U.S.Rent-A-Center Business segment, a rental term of 1416 months or exercising an early purchase option is generally required to obtain ownership of new merchandise. Product turnover is the number of times a product is rented to a different customer. On average, a product is rented (turned over) to threemultiple customers before a customer acquires ownership. Merchandise returned in the Acceptance NowPreferred Lease segment is moved to a Core U.S.Rent-A-Center Business store where it is offered for rent. Ownership is attained in approximately 25%35% of first-time rental purchase agreements in the Core U.S.Rent-A-Center Business segment. The average total life for each product in our Core U.S.Rent-A-Center Business segment is approximately 1815 months, which includes the initial rental period, all re-rental periods and idle time in our system. To cover the higher operating expenses generated by product turnover and the key featuresbenefits of rental purchase transactions and product turnover, rental purchase agreements require higher aggregate payments than are generally charged under other types of purchase plans, such as installment purchase or credit plans.
Collections
Store managers use our management information system to track collections on a daily basis. If a customer fails to make a rental payment when due, store personnel will attempt to contact the customer to obtain payment and reinstate the agreement, or will terminate the account and arrange to regain possession of the merchandise. We attempt to recover the rental items as soon as possible following termination or default of a rental purchase agreement, generally by the seventh day.agreement. Collection efforts are enhanced by the personal and job-related references required of customers, the personal nature of the relationships between our employees and customers, and the availability of lifetime reinstatement. Currently, we track past due amounts using a guideline of seven days in our Core U.S.Rent-A-Center Business segment and 30 days in the Acceptance NowPreferred Lease segment. These metrics align with the majority of the rental purchase agreements in each segment, since payments are generally made weekly in the Core U.S.Rent-A-Center Business segment and monthly in the Acceptance NowPreferred Lease segment.
If a customer does not return the merchandise or make payment, the remaining book value of the rental merchandise associated with delinquent accounts is generally charged off on or before the 90th day following the time the account became past due in the Core U.S.Rent-A-Center Business and Mexico segments, and on or beforeduring the month following the 150th day in the Acceptance NowPreferred Lease segment.
Management
Our executive management team has extensive rent-to-own or similar retail experience and has demonstrated the ability to grow and manage our business through their operational leadership and strategic vision. In addition, our regional and district managers have long tenures with us, and we have a history of promoting management personnel from within. We believe this extensive industry and company experience will allow us to effectively execute our strategies.
Purchasing
Our centralized inventory management organization utilizes a combination of automated and manual merchandise planning, forecasting and replenishment processes to determine appropriate inventory levels to maintain in our third-party distribution centers and company-owned stores. Inventory levels are monitored on a daily basis, and purchase orders are processed and sent to manufacturers and distributors on a weekly basis to replenish inventory housed in our third-party distribution centers. We use a customized software solution that builds recommended store replenishment orders based on current store inventory levels, current store rental and return trends, seasonality, product needs, desired weeks of supply targets, and other key factors. Approved orders are then passed through an automated solution to our third party distribution center and furniture manufacturers and product ships to the stores. The replenishment system and associated processes allow us to retain tight control over our inventory, ensure assortment diversity in our stores and assists us in having the right products available at the right time.
In our Core U.S.Rent-A-Center Business and Mexico segments, we purchase our rental merchandise from a variety of suppliers. In 2017,2019, approximately 13%22% of our merchandise purchases were attributable to Ashley Furniture Industries.Industries and approximately 11% were attributable to Whirlpool Corporation. No other brand accounted for more than 10% of merchandise purchased during these periods. We do not generally enter into written contracts with our suppliers that obligate us to meet certain minimum purchasing levels. Although we expect to continue relationships with our existing suppliers, we believe there are numerous sources of products available, and we do not believe the success of our operations is dependent on any one or more of our present suppliers.

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In our Acceptance NowPreferred Lease segment, we purchase the merchandise selected by the customer from the applicable third-party retailer at the time such customer enters into a rental purchase agreement with us.

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With respect to our Franchising segment, the franchise agreement requires the franchised stores to exclusively offer for rent or sale only those brands, types and models of products that Franchising has approved. The franchised stores are required to maintain an adequate mix of inventory that consists of approved products for rent as dictated by Franchising policy manuals. Franchising negotiatesFranchisees can purchase arrangements with various suppliers it has approved, and franchisees purchaseproduct through us or directly from those suppliersvarious approved suppliers.
Management
Our executive management team has extensive lease-to-own or similar retail experience and has demonstrated the ability to grow and manage our business through their operational leadership and strategic vision. In addition, our regional and district managers generally have long tenures with us, and we have a history of promoting management personnel from inventory housed inwithin. We believe this extensive industry and company experience will allow us to effectively execute our third-party distribution centers.strategies.
Marketing
We promote our products and services through television and digital radio commercials, print advertisements, store telemarketing, digital display advertisements, direct email campaigns, social networks, paid and organic search, website and store signage. Our advertisements emphasize such features as product and name-brand selection, the opportunity to pay as you go without credit, long-term contracts or obligations, delivery and set-up at no additional cost, product repair and loaner services at no extra cost, lifetime reinstatement and multiple options to acquire ownership, including 90 day180-day option pricing, an early purchase option or through a fixed number of payments. In addition, we promote the “RAC Worry-Free Guarantee®” to further highlight these aspects of the rental purchase transaction. We believe that by leveraging our advertising efforts to highlight the benefits of the rental purchase transaction, we will continue to educate our customers and potential customers about the rent-to-ownlease-to-own alternative to credit as well as solidify our reputation as a leading provider of high-quality, branded merchandise and services.
Franchising has established national advertising funds for the franchised stores, whereby Franchising has the right to collect up to 3% of the monthly gross revenue from each franchisee as contributions to the fund. Franchising directs the advertising programs of the fund, generally consisting of television and radio commercials and print advertisements. Franchising also has the right to require franchisees to expend up to 3% of their monthly gross revenue on local advertising.
Industry & Competition
According to a report publisheddata released by the AssociationFair Isaac Corporation on September 10, 2019, consumers in the “subprime” category (those with credit scores below 650) made up approximately 28% of Progressive Rental Organizations in 2016, the $8.5 billion rent-to-own industry in the United States Mexicopopulation. Two-thirds of U.S. consumers have incomes below $75,000 and Canada consists of approximately 9,200 stores, serves approximately 4.8 million customers and approximately 83% of rent-to-own customers have household incomes between $15,000 and $50,000 per year.may lack access to traditional credit. The rent-to-ownlease-to-own industry provides customers the opportunity to obtain merchandise they might otherwise be unable to obtain due to insufficient cash resources or a lack of access to credit. We believe the number of consumers lacking access to credit is increasing. According to data released by the Fair Isaac Corporation on July 10, 2017, consumers in the “subprime” category (those with credit scores below 650) made up 30% of the United States population.
The rent-to-own industry is experiencing rapid change with the emergence of virtual and kiosk-based operations, such as our Acceptance Now business. These new industry participants are disrupting traditional rent-to-own stores by attracting customers and making the rent-to-own transaction more acceptable to potential customers. In addition, banks and consumer finance companies are developing products and services designed to compete for the traditional rent-to-own customer.
These factors are increasingly contributing to an already highly competitive environment. Our stores, kiosks, and kiosksother lease-to-own operations compete with other national, regional and local rent-to-ownlease-to-own businesses, including on-line only competitors, as well as with rental stores that do not offer their customers a purchase option. With respect to customers desiring to purchase merchandise for cash or on credit, we also compete with retail stores, online competitors, and non-traditional lenders. Competition is based primarily on convenience, store location, product selection and availability, customer service, rental rates and terms.
The growing lease-to-own industry is contributing to this already highly competitive environment for our business. The lease-to-own industry has experienced steady growth, and revenue gains have accelerated since 2015. The lease-to-own industry is introducing rapid change with the emergence of virtual and kiosk-based operations at retail partner locations, such as our Preferred Lease offering which consists of staffed kiosks at retail partner locations options, un-manned or virtual lease-to-own options, or a combination of the two (the hybrid model). These new industry participants are disrupting traditional lease-to-own stores by attracting customers and making the lease-to-own transaction more acceptable to potential customers. In addition, banks and consumer finance companies are developing products and services designed to compete for the traditional lease-to-own customer.
Seasonality
Our revenue mix is moderately seasonal, with the first quarter of each fiscal year generally providing higher merchandise sales than any other quarter during a fiscal year. Generally, our customers will more frequently exercise the early purchase option on their existing rental purchase agreements or purchase pre-leased merchandise off the showroom floor during the first quarter of each fiscal year, primarily due to the receipt of federal income tax refunds. Furthermore, we tend to experience slower growth in the number of rental purchase agreements in the third quarter of each fiscal year when compared to other quarters throughout the year. We expect these trends to continue in the future.
Trademarks
We own various trademarks and service marks, including Rent-A-Center® and RAC Worry-Free Guarantee® that are used in connection with our operations and have been registered with the United States Patent and Trademark Office. The duration of our

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trademarks is unlimited, subject to periodic renewal and continued use. In addition, we have obtained trademark registrations in

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Mexico, Canada and certain other foreign jurisdictions. We believe we hold the necessary rights for protection of the trademarks and service marks essential to our business. The products held for rent in our stores also bear trademarks and service marks held by their respective manufacturers.
Franchising licenses the use of the Rent-A-Center and ColorTyme trademarks and service marks to its franchisees under the franchise agreement. Franchising owns various trademarks and service marks, including ColorTyme® and RimTyme®, that are used in connection with its operations and have been registered with the United States Patent and Trademark office. The duration of these marks is unlimited, subject to periodic renewal and continued use.
Employees
As of February 21, 2018,2020, we had approximately 18,30014,500 employees.
Government Regulation
Core U.S.Rent-A-Center Business & Acceptance NowPreferred Lease
State Regulation.    Currently, 46 states, the District of Columbia and Puerto Rico have rental purchase statutes that recognize and regulate rental purchase transactions as separate and distinct from credit sales. We believe this existing legislation is generally favorable to us, as it defines and clarifies the various disclosures, procedures and transaction structures related to the rent-to-ownlease-to-own business with which we must comply. With some variations in individual states, most related state legislation requires the lessor to make prescribed disclosures to customers about the rental purchase agreement and transaction, and provides time periods during which customers may reinstate agreements despite having failed to make a timely payment. Some state rental purchase laws prescribe grace periods for non-payment, prohibit or limit certain types of collection or other practices, and limit certain fees that may be charged. Eleven states limit the total rental payments that can be charged to amounts ranging from 2.0 times to 2.4 times the disclosed cash price or the retail value of the rental product. Six states limit the cash price of merchandise to amounts ranging from 1.56 to 2.5 times our cost for each item.
Although Minnesota has a rental purchase statute, the rental purchase transaction is also treated as a credit sale subject to consumer lending restrictions pursuant to judicial decision. Therefore, we offer our customers in Minnesota an opportunity to purchase our merchandise through an installment sale transaction in our Home Choice stores. We operate 17 Home Choice stores in Minnesota.
North Carolina has no rental purchase legislation. However, the retail installment sales statute in North Carolina expressly provides that lease transactions which provide for more than a nominal purchase price at the end of the agreed rental period are not credit sales under the statute. We operate 98 rent-to-own88 lease-to-own stores and 45 and 6 Acceptance NowPreferred Lease Staffed and Acceptance Now Direct locations respectively, in North Carolina.
Courts in Wisconsin and New Jersey, which do not have rental purchase statutes, have rendered decisions which classify rental purchase transactions as credit sales subject to consumer lending restrictions. Accordingly, in Wisconsin, we offer our customers an opportunity to purchase our merchandise through an installment sale transaction in our Get It Now stores. In New Jersey, we have modified our typical rental purchase agreements to provide disclosures, grace periods, and pricing that we believe comply with the retail installment sales act. We operate 2827 Get It Now stores in Wisconsin and 4542 Rent-A-Center stores in New Jersey.
There can be no assurance as to whether changes in the enforcement of existing laws or regulations or the enactment of new laws or revised rental purchase laws will be enacted or whether, if enacted,regulations that may unfavorably impact the lawslease-to-own industry would not have a material and adverse effect on us.
Federal Regulation.    To date, no comprehensive federal legislation has been enacted regulating or otherwise impacting the rental purchase transaction. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) does not regulate leases with terms of 90 days or less. Because the rent-to-ownlease-to-own transaction is for a term of week to week, or at most, month to month, and established federal law deems the term of a lease to be its minimum term regardless of extensions or renewals, if any, we believe the rent-to-ownlease-to-own transaction is not covered by the Dodd-Frank Act.
From time to time, we have supported legislation introduced in Congress that would regulate the rental purchase transaction. While both beneficial and adverse legislation may be introduced in Congress in the future, any adverse federal legislation, if enacted, could have a material and adverse effect on us.
Mexico and Canada
No comprehensive legislation regulating the rent-to-ownlease-to-own transaction has been enacted in Mexico or Canada.Mexico. We use substantially the same rental purchase transaction in those countriesMexico as in the U.S. stores, but with such additional provisions as we believe may be necessary to comply with such country’sMexico’s specific laws and customs.


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Item 1A. Risk Factors.
You should carefully consider the risks described below before making an investment decision. We believe these are all the material risks currently facing our business. Our business, financial condition or results of operations could be materially adversely affected by these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. You should also refer to the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.
Our success depends on the effective implementation and continued execution of our strategies.
We are focused on our mission to provide cash- and credit-constrained consumers with affordable and flexible access to durable goods that promote a higher quality of living. In 2019, we accelerated our virtual growth strategy through the acquisition of Merchants Preferred and launch of our Preferred Lease offering with a focus towards executing on large market opportunities through national and regional retail partners. We areintend to capitalize on key differentiators in our Preferred Lease offering, as well as grow our business through expansion in our product verticals, e-commerce platform enhancements, and improving the processcustomer experience.
Growth of implementing initiatives targeting cost savings opportunities, a more competitive value proposition within our Core U.S.business model, including through the launch of new product offerings, requires us to invest in or expand our information and ANOW operating segments,technology capabilities, engage and refranchising select brickretain experienced management, and mortar locations, to improve profitability and enhance long-term value for our stockholders.
There is no assurance that we will be able to implement and execute our strategic initiatives in accordance with our expectations.otherwise incur additional costs. Our inability to lower costsaddress these concerns or failureotherwise to achieve targeted results associated with our initiatives could adversely affect our results of operations, or negatively impact our ability to successfully execute future strategies, which may result in an adverse impact on our business and financial results.
As we pursue our strategies, we may take advantage of merger and acquisition opportunities from time to time that will advance our key initiatives; any such activities may not prove successful and may subject us to additional risks.
From time to time, we may take advantage of merger and acquisition opportunities that will advance our key strategic initiatives. Such merger and acquisition opportunities involve numerous risks, including the following:
difficulties in integrating the operations, systems, technologies, products and personnel of the acquired businesses;
difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets may have stronger market positions;
diversion of management's attention from normal daily operations of the business and the challenges of managing larger and more widespread operations;
the potential loss of key employees, vendors and other business partners of the businesses we acquire; and
increased amounts of debt incurred in connection with such activities or dilutive issuance of common stock.
Mergers and acquisitions are inherently risky and subject to many factors outside of our control. We cannot assure you that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results or financial condition. Failure to manage and successfully integrate acquisitions could materially harm our business and operating results.
We are highly dependent on the financial performance of our Core U.S. operatingRent-A-Center Business segment.
Our financial performance is highly dependent on our Core U.S.Rent-A-Center Business segment, which comprised approximately 70%67% of our consolidated net revenues for the year ended December 31, 2017.2019. Any significant decrease in the financial performance of the Core U.S.Rent-A-Center Business segment may also have a material adverse impact on our ability to implement our growth strategies.
We are in a management transition period in which three individuals have served as our chief executive officer in the past two years and the individual currently serving as our chief executive officer was recently named.
On January 9, 2017, Robert D. Davis resigned as Chief Executive Officer and a director of the Company. On that date, our founder, former Chief Executive Officer, and Chairman of the Board, Mark E. Speese, was named as Interim Chief Executive Officer. Effective as of April 10, 2017, Mr. Speese was named Chief Executive Officer in lieu of his interim role. On December 30, 2017, Mr. Speese resigned as Chief Executive Office and Mitchell E. Fadel, a director of the Company, was appointed as Chief Executive Officer. Mr. Fadel is a former President and Chief Operating Officer of the Company.
Any significant leadership change or executive management transition creates uncertainty, involves inherent risk, and may involve a diversion of resources and management attention, be disruptive to our daily operations or impact public or market perception, any of which could negatively impact our ability to operate effectively or execute our strategies and result in a material adverse impact on our business, financial condition, results of operations or cash flows.
Our ability to attract and retain key employees may be adversely impacted by the recent executive departures and resulting management transition, and our recent financial results.
Executive leadership transitions can be inherently difficult to manage and may cause disruption to our business. As a result of the recent changes in our executive management team, our existing management team has taken on substantially more responsibility, which has resulted in greater workload demands and could divert their attention away from other key areas of our business. In addition, management transition inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution, and our results of operations and financial condition could suffer as a result.
Our future success depends in large part upon our ability to attract and retain key management executives and other key employees. In order to attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity compensation. Any prolonged inability to provide salary increases or cash incentive compensation opportunities, or if the anticipated value of such equity awards does not materialize or our equity compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate executives and key employees could be weakened. In addition, the uncertainty and operational disruptions caused by the management changes and related transitions could result in additional key employees deciding to leave the Company. If we are unable to retain, attract and motivate talented employees with the appropriate skill sets, we may not achieve our objectives and our results of operations could be adversely impacted.

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The review of potential strategic alternatives by our Board of Directors may result in significant transaction expenses and uncertainty regarding the outcome of our exploration of strategic alternatives may adversely impact our business.

On October 30, 2017, we announced that our Board of Directors had initiated a process to explore and evaluate a wide range of strategic and financial alternatives focused on maximizing stockholder value. The pursuit of potential strategic alternatives could result in the diversion of management’s attention from our existing business; failure to achieve financial or operating objectives; incurrence of significant transaction expenses; and failure to retain key personnel, customers, or contracts. There can be no assurances that the strategic alternatives review process will result in the announcement or consummation of any strategic transaction, that any resulting plans or initiatives will yield additional value for stockholders, or that the process will not have an adverse impact on our business. Any potential transaction would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the interest of third parties in a potential transaction with us and the availability of financing to potential buyers on reasonable terms.

We do not intend to discuss or disclose developments with respect to the process unless we determine further disclosure is appropriate or required. As a consequence, perceived uncertainties related to the future of the company may result in the loss of potential business opportunities, may make it more difficult for us to attract and retain qualified personnel and business partners, and could cause our stock price to fluctuate significantly.
We may not be able to refinance our senior credit facility on favorable terms, if at all.Our inability to refinance our senior credit facility or obtain alternative financing from other sources would materially and adversely affect our liquidity and our ongoing results of operations in the future.
Our senior credit facility matures in March 2019, and we intend to refinance it in 2018, subject to the conclusion of our ongoing review of strategic and financial alternatives. Our ability to refinance our senior credit facility will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and to financial, business, legislative, regulatory and other factors beyond our control. In addition, prevailing interest rates or other factors at the time of refinancing could increase our interest expense. A refinancing of our senior credit facility could also require us to comply with more onerous covenants and further restrict our business operations. Failure to refinance or extend our senior credit facility, or satisfy the conditions and requirements of that debt, would likely result in an event of default and potentially the loss of some or all of the assets securing our obligations under the senior credit facility. In addition, our inability to refinance our senior credit facility or to obtain alternative financing from other sources, or our inability to do so upon attractive terms could materially and adversely affect our business, prospects, results of operations, financial condition and cash flows, and make us more vulnerable to adverse industry and general economic conditions.
A future lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.
Our indebtedness currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our business, warrant. Our indebtedness was downgraded twiceupgraded by Standard & Poor’s in June 2019 and once by Moody’s during fiscal year 2017.Moody's improved our outlook in July 2019. Any additional downgrade by any ratings agency may increase the interest rate on our future indebtedness, limit our access to vendor financing on favorable terms or otherwise result in higher borrowing costs, and likely would make it more difficult or more expensive for us to obtain additional debt financing.financing or recapitalize our existing debt structure.
Our arrangements with our suppliers and vendors may be impacted by our financial results or financial position.
Substantially all of our merchandise suppliers and vendors sell to us on open account purchase terms. There is a risk that our key suppliers and vendors could respond to any actual or apparent decrease in, or any concern with, our financial results or liquidity by requiring or conditioning their sale of merchandise to us on more stringent or more costly payment terms, such as by requiring standby letters of credit, earlier or advance payment of invoices, payment upon delivery or other assurances or credit support or by choosing not to sell merchandise to us on a timely basis or at all. Our arrangements with our suppliers and vendors may also

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be impacted by media reports regarding our financial position.position or other factors relating to our business. Our need for additional liquidity could significantly increase and our supply of inventory could be materially disrupted if a significant portion of our key suppliers and vendors took one or more of the actions described above, which could have a material adverse effect on our sales, customer satisfaction, cash flows, liquidity and financial position.
Failure to effectively manage our costs could have a material adverse effect on our profitability.
Certain elements of our cost structure are largely fixed in nature. Consumer spending remains uncertain, which makes it more challenging for us to maintain or increase our operating income in the Core U.S.Rent-A-Center Business segment. The competitivenesscompetitive environment in our industry and increasing price transparency means that the focus on achieving efficient operations is greater than ever. As a result, we must continuously focus on managing our cost structure. Failure to manage our overall cost of operations, labor and benefit rates,

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advertising and marketing expenses, operating leases, charge-offs due to customer stolen merchandise, other store expenses or indirect spending could materially adversely affect our profitability.
We face additional risks in our retail partner business that differ in some potentially significant respects from the risks of the traditional rent-to-own business conducted in Rent-A-Center Business store locations. These risks could have a material negative effect on Preferred Lease, which could negatively impact our ability to grow the Preferred Lease segment and result in a material adverse effect on our results of operations.
Our Acceptance NowPreferred Lease segment depends onoffers the successlease-to-own transaction through the stores or websites of third-party retailers. In addition to the risks associated with the integration of our third-partyhistoric retail partners andpartner business (Acceptance Now) with the Merchants Preferred business model under our continued relationshipPreferred Lease offering, the Preferred Lease segment faces risks different from those that have historically been associated with them.our traditional lease-to-own business conducted in our Rent-A-Center Business store locations. These potential risks include, among others:
Our Acceptance Now segment revenues depend in partreliance on the ability of unaffiliated third-party retailers to attract customers. The failure of our third-party retail partnerscustomers and to maintain quality and consistency in their operations and their ability to continue to provide products and services, or services;
the loss of the relationship with any of these third-party retailersretailer relationships and anour inability to replace them, could cause our Acceptance Now segment to lose customers, substantially decreasing the revenues and earnings of our Acceptance Now segment. This could adversely affect our financial results.them. In 2017,2019, approximately 61%69% of the total revenue of the Acceptance NowPreferred Lease segment originated at our Acceptance NowPreferred Lease kiosks located in stores operated by four retail partners.
reliance on these unaffiliated third-party retailers for many important business functions, from advertising through assistance with lease transaction applications, including, for example, explaining the nature of the lease-to-own transaction to potential customers, and that the transaction is with Preferred Lease and not with the third-party retailer;
potential that regulators may target the virtual lease-to-own transaction and/or adopt new regulations or legislation (or existing laws and regulations may be interpreted in a manner) that negatively impact Preferred Lease’s ability to offer virtual lease-to-own programs through third-party retail partners, and/or that regulators may attempt to force the application of laws and regulations on Preferred Lease’s virtual lease-to-own business in inconsistent and unpredictable ways that could increase the compliance-related costs incurred by us, and negatively impact our financial and operational performance;
reliance on automatic bank account drafts for lease payments, which may become disfavored as a payment method for these transactions by regulators and/or providers, or may otherwise become unavailable;
more product diversity within Preferred Lease's merchandise inventory relative to our traditional store-based lease-to-own business, which can complicate matters such as merchandise repair and disposition of merchandise that is returned:
lower barriers to entry and start-up capital costs to launch a competitor due to the reliance of Preferred Lease and its competitors on the store locations and inventories of third-party retailers, and online connections with retailers, rather than incurring the cost to obtain and maintain brick and mortar locations and in-store or in-warehouse inventories; and
indemnification obligations to Preferred Lease’s retail partners and their service providers for losses stemming from Preferred Lease’s failure to perform with respect to its products and services.
These risks could have a material negative effect on Preferred Lease, which could negatively impact our ability to grow the Preferred Lease segment and result in a material adverse effect on our results of operations.
Our strategy to grow the retail partner business depends on our ability to develop and offer robust virtual lease-to-own technology, including algorithmic decisioning programs and waterfall integrations.
Our retail partner business began as a staffed model and we believe our staffed lease-to-own kiosks inside third-party retailers are superior to virtual-only models in locations with sufficient volume. Our strategy to grow the retail partner business, though, depends on also offering an un-staffed or virtual lease-to-own solution, either alone or in combination with the staffed model (the hybrid model). The acquisition of Merchants Preferred’s scalable technology offering, robust decision engine, enhanced

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infrastructure and experienced management team in August 2019 accelerated the development of our virtual lease-to-own offering. We may not realize the strategic benefits we intended from the Merchants Preferred Acquisition and the software technology and decision programming may not work to our expectations or may fail. We are integrating the Preferred Lease and Merchants Preferred businesses and technologies under the Preferred Lease offering which may be unable to continue growing the Acceptance Now segment if we are unable to find additional third-party retailers willing to partner with usmore difficult, time-consuming or if we are unable to enter into agreements with third-party retailers acceptable to us.costly than expected. In addition, our Preferred Lease business operates in a highly competitive environment.
The success of our business is dependent on factors affecting consumer spending that are not under our control.
Consumer spending is affected by general economic conditions and other factors including levels of employment, disposable consumer income, prevailing interest rates, consumer debt and availability of credit, costs of fuel, inflation, recession and fears of recession, war and fears of war, pandemics, inclement weather, tariff policies, tax rates and rate increases, timing of receipt of tax refunds, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. Unfavorable changes in factors affecting discretionary spending could reduce demand for our products and services resulting in lower revenue and negatively impacting the business and its financial results.
If we are unable to compete effectively with the growing e-commerce sector, our business and results of operations may be materially adversely affected.
With the continued expansion of Internet use, as well as mobile computing devices and smartphones, competition from the e-commerce sector continues to grow. To compete in this e-commerce sector, we must be able to innovate and develop technologies and digital solutions that appeal to our customer. We have launched virtual capabilities within our Acceptance NowPreferred Lease and Core U.S.Rent-A-Center Business segments. There can be no assurance we will be ablesuccessful in developing the technologies and digital solutions necessary to grow our e-commerce business in a profitable manner. Certain of our competitors, and a number of e-commerce retailers, have established e-commerce operations against which we compete for customers. It is possible that the increasing competition from the e-commerce sector may reduce ore prevent us from growing our market share, gross margin, and operating margin,margins, and may materially adversely affect our business and results of operations in other ways.
Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business.
Any disruption in the operation of our distribution centerssupply chain could result in our inability to meet our customers’ expectations, higher costs, an inability to stock our stores, or longer lead time associated with distributing merchandise. Any such disruption within our supply chain network including damage or destruction to one of our five regional distribution centers, could also result in decreased net sales, increased costs and reduced profits.
Our senior secured asset-based revolving credit facility limits our borrowing capacity to the value of certain of our assets. In addition, our senior secured asset-based revolving credit facility is secured by substantially all of our assets, and lenders may exercise remedies against the collateral in the event of our default.
We are partyUnder our Asset Based Loan Credit Agreement entered into in August 2019 (the "ABL Credit Agreement"), we have access to a $350 million senior securedfive-year asset-based revolving credit facility.facility (the "ABL Credit Facility"). Our borrowing capacity under our revolving credit facilityABL Credit Facility varies according to our eligible rental contracts, eligible installment sales accounts, and inventory net of certain reserves. In the event of any material decrease in the amount of or appraised value of these assets, our borrowing capacity would similarly decrease, which could adversely impact our business and liquidity. Our revolving credit facilityThe ABL Credit Agreement contains customary affirmative and negative covenants and certain restrictions on operations become applicable if our available credit falls below certain thresholds. These covenants could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business. Our obligations under the revolving credit facilityABL Credit Agreement are secured by liens with respect to inventory, accounts receivable, deposit accounts and certain related collateral. In the event of a default that is not cured or waived within any applicable cure periods, the lenders’ commitment to extend further credit under our revolving credit facilityABL Credit Agreement could be terminated, our outstanding obligations could become immediately due and payable, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral, which generally consists of substantially all of our tangible and intangible assets, including intellectual property and the capital stock of our U.S. subsidiaries. If we are unable to borrow under our revolving credit facility,ABL Credit Facility, we may not have the necessary cash resources for our operations and, if any event of default occurs, there is no assurance that we would have the cash resources available to repay such accelerated obligations, refinance such

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indebtedness on commercially reasonable terms, or at all, or cash collateralize our letters of credit, which would have a material adverse effect on our business, financial condition, results of operations and liquidity.
Our current insurance program may expose us to unexpected costs and negatively affect our financial performance.
Our insurance coverage is subject to deductibles, self-insured retentions, limits of liability and similar provisions that we believe are prudent based on our operations. Because we self-insure a significant portion of expected losses under our workers' compensation, general liability, vehicle and group health insurance programs, unanticipated changes in any applicable actuarial

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assumptions and management estimates underlying our recorded liabilities for these losses, including potential increases in medical and indemnity costs, could result in materially different amounts of expense than expected under these programs. This could have a material adverse effect on our financial condition and results of operations.
Our transactions are regulated by and subject to the requirements of various federal and state laws and regulations, which may require significant compliance costs and expose us to litigation. Any negative change in these laws or regulations or the passage of unfavorable new laws or regulations or the manner in which any of these are enforced could require us to alter our business practices in a manner that may be materially adverse to us.
Currently, 46 states, the District of Columbia and Puerto Rico have passed laws that regulate rental purchase transactions as separate and distinct from credit sales. One additional state has a retail installment sales statute that excludes leases, including rent-to-ownlease-to-own transactions, from its coverage if the lease provides for more than a nominal purchase price at the end of the rental period. The specific rental purchase laws generally require certain contractual and advertising disclosures. They also provide varying levels of substantive consumer protection, such as requiring a grace period for late fees and contract reinstatement rights in the event the rental purchase agreement is terminated. The rental purchase laws of eleven states limit the total amount that may be charged over the life of a rental purchase agreement and the laws of six states limit the cash prices for which we may offer merchandise.
Similar to other consumer transactions, our rental purchase transaction is also governed by various federal and state consumer protection statutes. These consumer protection statutes, as well as the rental purchase statutes under which we operate, provide various consumer remedies, including monetary penalties, for violations. In our history, we have been the subject of litigation alleging that we have violated some of these statutory provisions.
Although there is currently no comprehensive federal legislation regulating rental purchase transactions, adverse federal legislation may be enacted in the future. From time to time, both favorable and adverse legislation seeking to regulate our business has been introduced in Congress. In addition, various legislatures in the states where we currently do business may adopt new legislation or amend existing legislation that could require us to alter our business practices in a manner that could have a material adverse effect on our business, financial condition and results of operations.
Our reputation, ability to do business and operating results may be impaired by improper conduct by any of our employees, agents or business partners.
Our operations in the U.S. and abroad are subject to certain laws generally prohibiting companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, such as the U.S. Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions. OurViolations by our employees, contractors or agents may violate theof policies and procedures we have implemented to ensure compliance with these laws. Any such improper actionslaws could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, could lead to substantial civil and criminal, monetary and non-monetary penalties, and related shareholder lawsuits, could cause us to incur significant legal fees, and could damage our reputation.
We may be subject to legal proceedings from time to time which seek material damages. The costs we incur in defending ourselves or associated with settling any of these proceedings, as well as a material final judgment or decree against us, could materially adversely affect our financial condition by requiring the payment of the settlement amount, a judgment or the posting of a bond.
In our history, we have defended class action lawsuits alleging various regulatory violations and have paid material amounts to settle such claims. Significant settlement amounts or final judgments could materially and adversely affect our liquidity and capital resources. The failure to pay any material judgment would be a default under our senior credit facilitiesABL Credit Agreement and our $200 million Term Loan Credit Agreement entered into in August 2019 (the "Term Loan Credit Agreement").
To attempt to limit costly and lengthy consumer, employee and other litigation, including class actions, we require our customers and employees to sign arbitration agreements, including class action waivers. In addition to opt-out provisions contained in such agreements, recent judicial and regulatory actions have attempted to restrict or eliminate the indenture governing our outstanding senior unsecured notes.enforceability of such agreements and waivers. If we are not permitted to use arbitration agreements and/or class action waivers, or if the enforceability of such agreements and waivers is restricted or eliminated, we could incur increased costs to resolve legal actions brought by customers, employees and others, as we would be forced to participate in more expensive and lengthy dispute resolution processes.
Our operations are dependent on effective information management systems. Failure of these systems could negatively impact our business, financial condition and results of operations.
We utilize integrated information management systems. The efficient operation of our business is dependent on these systems to effectively manage our financial and operational data. The failure of our information management systems to perform as designed due to “bugs,” crashes, internet failures and outages, operator error, or catastrophic events, and any associated loss of data or any interruption of oursuch information management systems for a significant period of time could disrupt our business. If the information


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If the information management systems sustain repeated failures, we may not be able to manage our store operations, which could have a material adverse effect on our business, financial condition and results of operations.
We invest in new information management technology and systems and implement modifications and upgrades to existing systems. These investments include replacing legacy systems, making changes to existing systems, building redundancies, and acquiring new systems and hardware with updated functionality. We take appropriate actions and implement procedures designed to ensure the successful implementation of these investments, including the testing of new systems and the transfer of existing data, with minimal disruptions to the business. These efforts may take longer and may require greater financial and other resources than anticipated, may cause distraction of key personnel, may cause disruptions to our existing systems and our business, and may not provide the anticipated benefits. TheA disruption in our information management systems, or our inability to improve, upgrade, integrate or expand our systems to meet our evolving business requirements, could impair our ability to achieve critical strategic initiatives and could materially adversely impact our business, financial condition and results of operations.
If we fail to protect the integrity and security of customer and employee information, we could be exposed to litigation or regulatory enforcement and our business could be adversely impacted.
We collect and store certain personal information provided to us by our customers and employees in the ordinary course of our business. Despite instituted safeguards for the protection of such information, we cannot be certain that all of our systems are entirely free from vulnerabilitycontinue to attack. Computerbe subject to the risk of attack when computer hackers may attempt to penetrate our network security and, if successful, misappropriate confidential customer or employee information. In addition, one of our employees, contractors or other third party with whom we do business may attempt to circumvent our security measures in order to obtain such information, or inadvertently cause a breach involving such information. Loss of customer or employee information could disrupt our operations, damage our reputation, and expose us to claims from customers, employees, regulators and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, the costs associated with information security, such as increased investment in technology, the costs of compliance with privacy laws, and costs incurred to prevent or remediate information security breaches, could adversely impact our business.
A change ofin control could accelerate our obligation to pay our outstanding indebtedness, and we may not have sufficient liquid assets at that time to repay these amounts.
Under our senior credit facilities,ABL Credit Agreement and our Term Loan Credit Agreement, an event of default would result if a third party became the beneficial owner of 35.0%40.0% or more of our voting stock or a majoritycertain changes in the composition of Rent-A-Center’s Board of Directors areduring a twelve month period which were not Continuing Directors (allrecommended or approved by at least a majority of directors who were directors at the current membersbeginning of our Board of Directors are Continuing Directors under the senior credit facility).such twelve month period. As of December 31, 2017, $133.62019, we had a $239.5 million was outstanding balance under our senior credit facilities.
Under the indenture governingABL Credit Facility and our outstanding senior unsecured notes, in the event of a change in control, we may be required to offer to purchase all of our outstanding senior unsecured notes at 101% of their original aggregate principal amount, plus accrued interest to the date of repurchase. A change in control also would result in an event of default under our senior credit facilities, which would allow our lenders to accelerate indebtedness owed to them.Term Loan Credit Agreement, collectively.
If a specified change in control occurs and the lenders under our debt instruments accelerate these obligations, we may not have sufficient liquid assets to repay amounts outstanding under these agreements.
Rent-A-Center's organizational documents and our debt instruments contain provisions that may prevent or deter another group from paying a premium over the market price to Rent-A-Center's stockholders to acquire its stock.
Rent-A-Center’s organizational documents contain provisions that classify its Board of Directors, authorize its Board of Directors to issue blank check preferred stock and establish advance notice requirements on its stockholders for director nominations and actions to be taken at meetings of the stockholders. In addition, as a Delaware corporation, Rent-A-Center is subject to Section 203 of the Delaware General Corporation Law relating to business combinations. Our senior credit facilitiesABL Credit Agreement and the indentures governing our senior unsecured notes eachTerm Loan Credit Agreement contain various change ofin control provisions which, in the event of a change ofin control, would cause a default under those provisions. These provisions and arrangements could delay, deter or prevent a merger, consolidation, tender offer or other business combination or change ofin control involving us that could include a premium over the market price of Rent-A-Center’s common stock that some or a majority of Rent-A-Center’s stockholders might consider to be in their best interests.
Rent-A-Center is a holding company and is dependent on the operations and funds of its subsidiaries.
Rent-A-Center is a holding company, with no revenue generating operations and no assets other than its ownership interests in its direct and indirect subsidiaries. Accordingly, Rent-A-Center is dependent on the cash flow generated by its direct and indirect operating subsidiaries and must rely on dividends or other intercompany transfers from its operating subsidiaries to generate the funds necessary to meet its obligations, including the obligations under the senior credit facilities.ABL Credit Agreement and Term Loan Credit Agreement. The ability of Rent-A-Center’s subsidiaries to pay dividends or make other payments to it is subject to applicable state laws. Should one or more of Rent-A-

13




Center’sRent-A-Center’s subsidiaries be unable to pay dividends or make distributions, Rent-A-Center's ability to meet its ongoing obligations could be materially and adversely impacted.

13




Our stock price is volatile, and you may not be able to recover your investment if our stock price declines.
The price of our common stock has been volatile and can be expected to be significantly affected by factors such as:
our ability to meet market expectations with respect to the growth and profitability of each of our operating segments;
quarterly variations in our results of operations, which may be impacted by, among other things, changes in same store sales, invoice volume or when and how many locations we acquire, open, sell or open;close;
quarterly variations in our competitors’ results of operations;
changes in earnings estimates or buy/sell recommendations by financial analysts; and
how our actual financial performance compares to the financial performance guidance we provide;
state or federal legislative or regulatory proposals, initiatives, actions or changes that are, or are perceived to be, adverse to our business;
the stock price performance of comparable companies.companies; and
the unpredictability of global and regional economic and political conditions.
In addition, the stock market as a whole historically has experienced price and volume fluctuations that have affected the market price of many specialty retailers in ways that may have been unrelated to these companies' operating performance.
There can be no assurance as to the level of dividends that we may pay on our common stock.
Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. Although we initiated a cash dividend on our common stock in 2019, we are not required to declare or pay dividends and there may be circumstances under which we may be unable to declare and pay dividends under applicable Delaware law or might otherwise eliminate our common stock divided in the future. This could adversely affect the market price of our common stock.
Failure to achieve and maintain effective internal controls could have a material adverse effect on our business and stock price.
Effective internal controls are necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our brand and operating results could be harmed. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
While we continue to evaluate and improve our internal controls, we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.
If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We lease space for substantially all of our Core U.S.Rent-A-Center Business and Mexico stores andunder operating leases expiring at various times through 2026. In addition we lease space for certain support facilities under operating leases expiring at various times through 2023.2032. Most of our store leases are five year leases and approximately half contain renewal options for additional periods ranging from three to five years at rental rates adjusted according to agreed-upon formulas. Store sizes average approximately 4,4004,800 square feet. Approximately 75% of each store’s space is generally used for showroom space and 25% for offices and storage space. Our Acceptance NowPreferred Lease kiosks occupy space without charge in the retailer's location with no lease commitment.
We believe suitable store space generally is available for lease and we would be able to relocate any of our stores or support facilities without significant difficulty should we be unable to renew a particular lease. We also expect additional space is readily available at competitive rates to open new stores or support facilities, as necessary.
We own the land and building in Plano, Texas, in which our corporate headquarters is located. The land and improvements are pledged as collateral under our senior credit facilities.
14




Item 3. Legal Proceedings.
From time to time, we, along with our subsidiaries, are party to various legal proceedings arising in the ordinary course of business. We reserve for loss contingencies that are both probable and reasonably estimable. We regularly monitor developments related to these legal proceedings, and review the adequacy of our legal reserves on a quarterly basis. We do not expect these losses to have a material impact on our consolidated financial statements if and when such losses are incurred.
We are subject to unclaimed property audits by states in the ordinary course of business. We recently reached settlement agreements for the comprehensive multi-state unclaimed property audit. The property subject to review in this audit process included unclaimed wages, vendor payments and customer refunds. State escheat laws generally require entities to report and remit abandoned and

14




unclaimed property to the state. Failure to timely report and remit the property can result in assessments that could include interest and penalties, in addition to the payment of the escheat liability itself. We routinely remit escheat payments to states in compliance with applicable escheat laws. The negotiated settlements did not have a material adverse impact to our financial statements.
Alan Hall, et. al. v. Rent-A-Center, Inc., et. al.; James DePalma, et. al. v. Rent-A-Center, Inc., et. al. On December 23, 2016, a putative class action was filed against us and certain of our former officers by Alan Hall in federal court in Sherman, Texas. The complaint alleges that the defendants violated Section 10(b) and/or Section 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by issuing false and misleading statements and omitting material facts regarding our business, including implementation of our point-of-sale system, operations and prospects during the period covered by the complaint. The complaint purports to be brought on behalf of all purchasers of our common stock from July 27, 2015 through October 10, 2016, and seeks damages in unspecified amounts and costs, fees, and expenses. A complaint filed by James DePalma also in Sherman, Texas alleging similar claims was consolidated by the court into the Hall matter. On October 19, 2017, the magistrate judge entered a recommendation to deny our motion to dismiss the complaint to the district judge who will decide the issue. We filed our objections to the magistrate's recommendation on November 2, 2017. On December 14, 2017, the district judge issued an order adopting the magistrate's report and denying our motion to dismiss the complaint. Discovery in this matter has now commenced. A hearing on class certification is scheduled for September 19, 2018. We continue to believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that we will be found to have no liability in this matter.
Kevin Paul, derivatively and on behalf of Rent-A-Center, Inc. v. Robert D. Davis et. al.; Sheila Coleman, derivatively and on behalf of Rent-A-Center, Inc. v. Robert D. Davis et. al.; Michael Downing, derivatively and on behalf of Rent-A-Center, Inc. v. Mark E. Speese et. al. On March 15 and 16, 2017, substantially similar shareholder derivative suits were filed against certain current and former officers and directors and, nominally, against us, in state court in Dallas County, Texas. Another substantially similar shareholder derivative suit was filed against certain current and former officers and directors and, nominally, against us, in state court in Collin County, Texas on May 8, 2017. All three of the cases have been consolidated in state court in Dallas County, Texas. The lawsuits allege that the defendants breached their fiduciary duties owed to Rent-A-Center and otherwise mismanaged the affairs of the company as it concerns public statements made related to our point-of-sale system, operational results of our Acceptance Now segment, and our revenues and profitability. The petitions in these suits claim damages in unspecified amounts; seek an order directing the Company to make various changes to corporate governance and internal procedures, including putting forth a shareholder vote on various governance matters; restitution from the individual defendants; and cost, fees and expenses. We believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that the individual defendants will be found to have no liability in this matter.
Arnaud van der Gracht de Rommerswael, derivatively and on behalf of Rent-A-Center, Inc. v. Mark Speese et. al. On April 3, 2017, another shareholder derivative suit was filed against certain current and former officers and directors, JPMorgan Chase Bank, N.A., The Bank of New York Mellon Trust Company, N.A., and, nominally, against us, in federal court in Sherman, Texas. The complaint alleges that the defendants breached their fiduciary duties owed to Rent-A-Center and otherwise mismanaged the affairs of the company as it concerns (i) public statements made related to the rollout of our point-of-sale system; (ii) compensation paid to Guy Constant and Robert Davis surrounding their resignations; and (iii) change-of-control language in certain debt agreements, which the suit alleges impacts shareholders’ willingness to vote for a slate of directors nominated by Engaged Capital Flagship Master Fund, LP. (“Engaged Capital”). The complaint claims damages in unspecified amounts, disgorgement of benefits from alleged breaches of duty by the individual defendants; an order declaring that certain language in the debt agreements is unenforceable; an order enjoining the lender defendants from enforcing certain provisions in the debt agreements; an order directing the Company’s board to approve Engaged Capital’s slate of directors; an order directing the Company to make unspecified changes to corporate governance and internal procedures; and costs, fees, and expenses.
In response to the motion to dismiss filed by the defendants on April 25, 2017, the plaintiff amended his complaint on May 9, 2017 and on May 19, 2017. The amended complaint alleges breach of fiduciary duty, unjust enrichment and waste of corporate assets related to alleged acts for the purposes of entrenching board members, including the approval of change-of-control language in certain debt agreements, the implementation of the point-of-sale system, and the severance compensation paid to Guy Constant and Robert Davis.
On July 10, 2017, the plaintiff’s claims against JPMorgan Chase Bank, N.A. and The Bank of New York Mellon Trust Company, N.A. were dismissed.
On October 12, 2017, the court issued an order requiring plaintiffs to re-plead the claims related to our point-of-sale system, and denying the motion to dismiss with respect to the waste and entrenchment claims. The plaintiffs failed to re-plead the claims related to our point-of-sale system. Discovery with respect to the remaining waste and entrenchment clams has now commenced.

15




We continue to believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that the defendants will be found to have no liability in this matter.
Blair v. Rent-A-Center, Inc. This matter iswas a state-wide class action complaint originally filed on March 13, 2017 in the Federal District Court for the Northern District of California. The complaint allegesalleged various claims, including that our cash sales and total rent to own prices exceedexceeded the pricing permitted under theCalifornia's Karnette Rental-Purchase Act. In addition,Following a court-ordered mediation on March 28, 2019, we reached an agreement in principle to settle this matter for a total of $13 million, including attorneys’ fees. The settlement was approved by the court in October 2019. We have denied any liability in the settlement and agreed to the settlement in order to avoid additional expensive, time-consuming litigation. We recorded the pre-tax charge for this settlement in the first quarter of 2019, and the settlement amount was paid in November 2019.
Velma Russell v. Acceptance Now.This purported class action arising out of calls made by Acceptance Now to customers’ reference (s) was filed on January 29, 2019 in Massachusetts state court. Specifically, plaintiffs allege that we failsought to givecertify a class representing any references of customers a fully executed rental agreement and that all such rental agreements(within the state of Massachusetts) during the 4 years prior to the filing date that were issued to customers unsigned are void under thecontacted by Acceptance Now more frequently during a 12 month period than is permitted by Massachusetts state law. The plaintiffs arewere seeking statutory damages under the Karnette Rental-Purchase Act which range from $100 - $1,000 per violation, injunctive relief and attorney’s fees.statutory damages of $25 per reference which may be tripled to $75 per reference. References are not parties to our consumer arbitration agreement. We believeoperate 12 Acceptance Now locations in Massachusetts. Mediation took place in September 2019. We reached an agreement in principle in December 2019 to settle this matter. The settlement amount is immaterial and we recorded a pre-tax charge for such settlement in the fourth quarter of 2019.
Federal Trade Commission civil investigative demand.As previously disclosed, in April 2019 Rent-A-Center, Inc. (the “Company”) received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (“FTC”) seeking information regarding certain transactions involving the purchase and sale of customer lease agreements, and whether such transactions violated the FTC Act. On February 21, 2020, the FTC notified the Company that these claimsit had accepted for public comment an Agreement Containing Consent Order ("Agreement"). We expect the Agreement to be finally approved by the FTC following the 30-day public comment period which commenced on February 26, 2020. This Agreement is for settlement purposes only. While not admitting any wrongdoing, the Company chose to settle the CID after many months of legal expenses and cooperating with the FTC investigation, and no fines or penalties were assessed against the Company. The settlement permits us to continue purchasing and selling customer lease agreements so long as such agreements are without meritnot contractually interdependent or contingent on a reciprocal transaction, and intenddoes not require any material changes to vigorously defend ourselves. However, we cannot assure you that we will be found to have no liability in this matter.the Company's current business practices.
Item 4. Mine Safety Disclosures.
Not applicable.


1615







PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock has been listed on the Nasdaq Global Select Market® and its predecessors under the symbol “RCII” since January 25, 1995, the date we commenced our initial public offering. The following table sets forth, for the periods indicated, the high and low sales price per share of our common stock as reported, and the quarterly cash dividend declared per share on our common stock.
2017High Low 
Cash Dividends
Declared
Fourth Quarter$12.20 $9.05 $—
Third Quarter$13.89 $10.66 $—
Second Quarter$13.33 $8.52 $0.08
First Quarter$11.98 $7.76 $0.08
2016High Low 
Cash Dividends
Declared
Fourth Quarter$13.16 $8.00 $0.08
Third Quarter$13.73 $10.20 $0.08
Second Quarter$15.94 $11.21 $0.08
First Quarter$16.37 $9.76 $0.08
As of February 21, 2018,2020, there were approximately 3538 record holders of our common stock.
Future decisions to pay cash dividends on our common stock continue to be at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, contractual restrictions, financial condition, future prospects and any other factors our Board of Directors may deem relevant. Cash dividend payments are subject to certain restrictions in our debt agreements. Please see Note I and Note J to the consolidated financial statements for further discussion of such restrictions.
Under our current common stock repurchase program, our Board of Directors has authorized the purchase, from time to time, in the open market and privately negotiated transactions, up to an aggregate of $1.25 billion of Rent-A-Center common stock. As of December 31, 2017,2019, we had purchased a total of 36,994,65337,053,383 shares of Rent-A-Center common stock for an aggregate purchase price of $994.8$996.1 million under this common stock repurchase program. In the fourth quarter of 2019, we repurchased 58,730 shares. No shares were repurchased during 2018. Common stock repurchases are subject to certain restrictions in our debt agreements. Please see Note I and Note J to the consolidated financial statements for further discussion of such restrictions. No shares were repurchased during 2017 and 2016.


17

Period Total Number of Shares Purchased Average Price Paid per Share Total number of shares purchased as part of publicly announced plans or programs 
Maximum dollar value that may yet be purchased under the program (in millions)
November 1, 2019 - November 30, 2019 58,730
 $21.99
 58,730
 $253.9



16





Stock Performance Graph
The following chart represents a comparison of the five year total return of our common stock to the NASDAQ Composite Index and the S&P 1500 Specialty Retail Index. We selected the S&P 1500 Specialty Retail Index for comparison because we use this published industry index as the comparator group to measure our relative total shareholder return for purposes of determining vesting of performance stock units granted under our long-term incentive compensation program. The graph assumes $100 was invested on December 31, 2012,2014, and dividends, if any, were reinvested for all years ending December 31.
chart-61297e79b0ae5349a35.jpg


1817







Item 6. Selected Financial Data.
The selected financial data presented below for the five years ended December 31, 2017,2019, have been derived from our audited consolidated financial statements. The historical financial data are qualified in their entirety by, and should be read in conjunction with, the consolidated financial statements and the notes thereto, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in this report.
Year Ended December 31,Year Ended December 31, 
(In thousands, except per share data)2017 2016 
2015(6)
 2014 20132019 2018 2017 2016 
2015(10)
 
Consolidated Statements of Operations                   
Revenues                   
Store                   
Rentals and fees$2,267,741
 $2,500,053
 $2,781,315
 $2,745,828
(11) 
$2,695,895
$2,224,402
 $2,244,860
 $2,267,741
 $2,500,053
 $2,781,315
 
Merchandise sales331,402
 351,198
 377,240
 290,048
 278,753
304,630
 304,455
 331,402
 351,198
 377,240
 
Installment sales71,651
 74,509
 76,238
 75,889
 71,475
70,434
 69,572
 71,651
 74,509
 76,238
 
Other9,620
 12,706
 19,158
 19,949
 18,133
4,795
 9,000
 9,620
 12,706
 19,158
 
Franchise                   
Merchandise sales13,157
 16,358
 15,577
 19,236
 24,556
49,135
 19,087
 13,157
 16,358
 15,577
 
Royalty income and fees8,969
 8,428
 8,892
 6,846
 5,206
16,456
 13,491
 8,969
 8,428
 8,892
 
Total revenues2,702,540
 2,963,252
 3,278,420
 3,157,796
 3,094,018
2,669,852
 2,660,465
 2,702,540
 2,963,252
 3,278,420
 
Cost of revenues                   
Store                   
Cost of rentals and fees625,358
 664,845
 728,706
 704,595
 676,674
634,878
 621,860
 625,358
 664,845
 728,706
 
Cost of merchandise sold322,628

323,727
 356,696
 231,520
 216,206
319,006

308,912
 322,628
 323,727
 356,696
 
Cost of installment sales23,622
 24,285
 25,677
 26,084
 24,541
23,383
 23,326
 23,622
 24,285
 25,677
 
Other charges and (credits)
 
 34,698
(7) 
(6,836)
(12) 

Other charges
 
 
 
 34,698
(11) 
Franchise cost of merchandise sold12,390
 15,346
 14,534
 18,070
 23,104
48,514
 18,199
 12,390
 15,346
 14,534
 
Total cost of revenues983,998
 1,028,203
 1,160,311
 973,433
 940,525
1,025,781
 972,297
 983,998
 1,028,203
 1,160,311
 
Gross profit1,718,542
 1,935,049
 2,118,109
 2,184,363
 2,153,493
1,644,071
 1,688,168
 1,718,542
 1,935,049
 2,118,109
 
Operating expenses                   
Store expenses                   
Labor732,466
 789,049
 854,610
 888,929
 881,671
630,096
 683,422
 732,466
 789,049
 854,610
 
Other store expenses744,187
 791,614
 833,914
 842,254
 789,212
617,106
 656,894
 744,187
 791,614
 833,914
 
General and administrative expenses171,090
 168,907
 166,102
 162,316
 147,621
142,634
 163,445
 171,090
 168,907
 166,102
 
Depreciation, amortization and write-down of intangibles74,639
 80,456
 80,720
 83,168
 86,912
61,104
 68,946
 74,639
 80,456
 80,720
 
Goodwill impairment charge
 151,320
(4) 
1,170,000
(8) 

 1,068

 
 
 151,320
(8) 
1,170,000
(12) 
Other charges59,219
(1) 
20,299
(5) 
20,651
(9) 
14,234
(13) 

Other (gains) and charges(60,728)
(1) 
59,324
(3) 
59,219
(5) 
20,299
(9) 
20,651
(13) 
Total operating expenses1,781,601
 2,001,645
 3,125,997
 1,990,901
 1,906,484
1,390,212
 1,632,031
 1,781,601
 2,001,645
 3,125,997
 
Operating (loss) profit(63,059) (66,596) (1,007,888) 193,462
 247,009
Operating profit (loss)253,859
 56,137
 (63,059) (66,596) (1,007,888) 
Write-off of debt issuance costs1,936
(2) 

 
 4,213
(14) 

2,168
(2) 
475
(4) 
1,936
(6) 

 
 
Interest expense, net45,205
 46,678
 48,692
 46,896
 38,813
27,908
 41,821
 45,205
 46,678
 48,692
 
(Loss) earnings before income taxes(110,200) (113,274) (1,056,580) 142,353
 208,196
Income tax (benefit) expense(116,853)
(3) 
(8,079) (103,060)
(10) 
45,931
 79,439
Earnings (loss) before income taxes223,783
 13,841
 (110,200) (113,274) (1,056,580) 
Income tax expense (benefit)50,237
 5,349
 (116,853)
(7) 
(8,079) (103,060)
(14) 
Net earnings (loss)$6,653
 $(105,195) $(953,520) $96,422
 $128,757
$173,546
 $8,492
 $6,653
 $(105,195) $(953,520) 
Basic earnings (loss) per common share$0.12
 $(1.98) $(17.97) $1.82
 $2.35
$3.19
 $0.16
 $0.12
 $(1.98) $(17.97) 
Diluted earnings (loss) per common share$0.12
 $(1.98) $(17.97) $1.81
 $2.33
$3.10
 $0.16
 $0.12
 $(1.98) $(17.97) 
Cash dividends declared per common share$0.16
 $0.32
 $0.96
 $0.93
 $0.86
$0.54
 $
 $0.16
 $0.32
 $0.96
 




1918







Item 6. Selected Financial Data— Continued.
December 31,December 31,
(Dollar amounts in thousands)2017 2016 
2015(6)
 2014 20132019 2018 2017 2016 
2015(10)
Consolidated Balance Sheet Data                  
Rental merchandise, net$868,991
 $1,001,954
 $1,136,472
 $1,237,856
 $1,124,198
$835,688
 $807,470
 $868,991
 $1,001,954
 $1,136,472
Intangible assets, net57,496
 60,560
 213,899
 1,377,992
 1,373,518
78,979
 57,344
 57,496
 60,560
 213,899
Total assets1,420,781
 1,602,741
 1,974,468
 3,271,197
 3,018,175
1,582,798
 1,396,917
 1,420,781
 1,602,741
 1,974,468
Total debt672,887
 724,230
 955,833
 1,042,813
 916,275
230,913
 540,042
 672,887
 724,230
 955,833
Total liabilities1,148,338
 1,337,808
 1,590,878
 1,881,802
 1,682,306
1,123,835
 1,110,400
 1,148,338
 1,337,808
 1,590,878
Total stockholders' equity272,443
 264,933
 383,590
 1,389,395
 1,335,869
458,963
 286,517
 272,443
 264,933
 383,590
                  
Operating Data (Unaudited)                  
Core U.S. and Mexico stores open at end of period2,512
 2,593
 2,815
 3,001
 3,161
Acceptance Now Staffed locations open at end of period1,106
 1,431
 1,444
 1,406
 1,325
Acceptance Now Direct locations open at end of period125
 478
 532
 
 
Same store revenue (decrease) growth (12)
(5.4)% (6.2)% 5.7% 1.2% (2.0)%
Rent-A-Center Business and Mexico stores open at end of period2,096
 2,280
 2,512
 2,593
 2,815
Preferred Lease Staffed locations open at end of period998
 1,106
 1,106
 1,431
 1,444
Same store revenue growth (decrease)4.6% 4.7% (5.4)% (6.2)% 5.7%
Franchise stores open at end of period225
 229
 227
 187
 179
372
 281
 225
 229
 227
(1) 
Includes $92.5 million related to the receipt of a settlement related to a terminated merger transaction, $21.8 million related to the gain on sale of our corporate headquarters, and $1.1 million of insurance proceeds related to the 2017 hurricanes, partially offset by $20.1 million in merger termination and other incremental legal and professional fees, $13.0 million related to the Blair class action settlement, $10.2 million related to cost savings initiatives, $7.3 million related to store closure costs, $2.4 million related to state tax audit assessments, $1.4 million in transaction fees for the Merchants Preferred Acquisition, and $0.3 million related to other litigation settlements.
(2)
Includes the effects of a $2.2 million financing expense related to the write-off of unamortized financing costs.
(3)
Includes $30.4 million related to cost savings initiatives, $16.4 million in incremental legal and advisory fees,$11.6 million related to store closure costs, $1.2 million in capitalized software write-downs, and $(0.3) million related to the 2018 and 2017 hurricane impacts.
(4)
Includes the effects of a $0.5 million financing expense related to the write-off of unamortized financing costs.
(5)
Includes$24.0 million related to the closure of Acceptance NowPreferred Lease locations, $18.2 million for capitalized software write-downs, $6.5 million for incremental legal and advisory fees, $5.4 million for 2017 hurricane damages,impacts, $3.4 million for reductions at the field support center, $1.1 million for previous store closure plans, and $0.6 million in legal settlements.
(2)(6) 
Includes the effects of a $1.9 million financing expense related to the write-off of unamortized financing costs.
(3)(7) 
Includes a $77.5 million gain resulting from the Tax Cuts and Jobs Act.
(4)(8) 
Includes a $151.3 million goodwill impairment charge in the Core U.S.Rent-A-Center Business segment.
(5)(9) 
Includes $22.5 million primarily related to the closure of Core U.S.Rent-A-Center Business stores, Acceptance NowPreferred Lease locations, and Mexico stores, partially offset by a $2.2 million legal settlement.
(6)(10) 
Includes revisions for immaterial correction of deferred tax error associated with our goodwill impairment reported in the fourth quarter of 2015 as discussed in Note B to the consolidated financial statements.
2015.
(7)(11) 
Includes a $34.7 million write-down of smartphones.
(8)(12) 
Includes a $1,170.0 million goodwill impairment charge in the Core U.S.Rent-A-Center Business segment.
(9)(13) 
Includes a $7.5 million loss on the sale of Core U.S.Rent-A-Center Business and Canada stores, a $7.2 million charge related to the closure of Core U.S.Rent-A-Center Business and Mexico stores, $2.8 million of charges for start-up and warehouse closure expenses related to our sourcing and distribution initiative, a $2.0 million corporate reduction charge and $1.1 million of losses for other store sales and closures. .
(10)(14) 
Includes $6.0 million of discrete adjustments to income tax reserves.
(11)
Includes a $0.6 million reduction of revenue due to consumer refunds as a result of an operating system programming error.
(12)
Includes a $6.8 million credit due to the settlement of a lawsuit against the manufacturers of LCD screen displays.
(13)
Includes store closure charges of $5.1 million, asset impairment charges of $4.6 million, corporate reduction charges of $2.8 million, and a $1.8 million loss on the sale of stores in the Core U.S. segment.
(14)
Includes the effects of a $4.2 million financing expense related to the payment of debt origination costs and the write-off of unamortized financing costs.








2019







Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Developments
Strategic Review. On October 30, 2017, the Board initiated a process to explore strategic and financial alternatives. The Board, in consultation with its financial and legal advisors, is carefully reviewing and considering a full rangeSale/Partial Leaseback of options focused on maximizing stockholder value. There can be no assurance that the Board's exploration of strategic and financial alternatives will result in any particular action or any transaction being pursued, entered into or consummated, or the timing of any action or transaction.Corporate Headquarters
Executive Management Changes. On December 30, 2017, Mark E. Speese resigned from his position as Chief Executive Officer27, 2019, we completed the sale of our corporate headquarters for proceeds of $43.2 million, and the Board named Mitchell E. Fadel as Chief Executive Officer. Mr. Fadel served as one of the Company's directors since June 2017 and prior to that served as President of the Company (beginning in July 2000) and Chief Operating Officer (beginning in December 2002) each until August 2015, and also as a director of the Company from December 2000 to November 2013. From 1992 until 2000, Mr. Fadel served as President and Chief Executive Officer of the Company’s subsidiary Rent-A-Center Franchising International, Inc. f/k/a ColorTyme, Inc.
Cooperation Agreement. On February 5, 2018, we entered into a cooperationlease agreement for a reduced portion, approximately 60%, of the total square footage of the building. In connection with the Engaged Group.sale, we recorded a gain of approximately $21.8 million in the fourth quarter of 2019. The Cooperation Agreement provides, among other things, that we will nominate for election at the 2018 Annual Meeting of Stockholders one new independent director to be proposed by the Engaged Group. That individual will replace the nomination of Rishi Garg, a current member of the Board, who has informed us that he does not intend to stand for re-election at the 2018 Annual Meeting. In addition, the Engaged Group has agreed to support the election of J.V. Lentell and Michael J. Gade, members of the Board whose terms will expire at the 2018 Annual Meeting and who have recently informed the Company of their intent to stand for re-election. The Cooperation Agreement also provides that, prior to the 2018 Annual Meeting, the Board will be composed of six directors, but may, following the 2018 Annual Meeting, be expanded to seven directors during the remaininglease includes an initial term of the Cooperation Agreement (in which case nominees for the seventh director seat would be proposed by the Engaged Group). The Engaged Group has also agreed to vote all of the shares of Common Stock it beneficially owns in favor of12 years, with two five year renewal option periods at our previously announced proposal to declassify the Board which, if approved, will result in all directors standing for election on an annual basis. We have also agreed to terminate our stockholder rights plan no later than February 28, 2018.discretion.
Results of Operations
We report financial operating performance under four operating segments. To better reflect the Company's current strategic focus, our retail partner business operations are now reported as the Preferred Lease segment (formerly Acceptance Now), which includes our virtual, staffed and hybrid business models; and our company-owned stores and e-commerce platform through rentacenter.com, are now reported as the Rent-A-Center Business segment (formerly Core U.S.). In addition, we report operating results for our Mexico and Franchising segments.
The following discussion focuses on our results of operations and issues related to our liquidity and capital resources. You should read this discussion in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.
Trends and Uncertainties
Virtual Business Model
On August 13, 2019, we completed the acquisition of substantially all of the assets of C/C Financial Corp. dba Merchants Preferred ("Merchants Preferred"), a nationwide provider of virtual lease-to-own services, accelerating our growth in the virtual lease-to-own industry. In addition, in January 2020, we announced plans for our new integrated retail partner offering under Preferred Lease, which combines our staffed and virtual lease-to-own business models to meet the needs and expectations of both our customers and retail partners. While we believe the acquisition of the Merchants Preferred virtual business model and rollout of our Preferred Lease integrated offering positions us for significant revenue and earnings growth, we are exposed to potential operating margin degradation due to the higher cost of merchandise in our retail partner business and potential for higher merchandise losses.
Cost Savings Initiatives
In 2018, we initiated and executed multiple cost savings initiatives, resulting in reductions in overhead and supply chain costs. While these initiatives have led to significant decreases in operating expenses and corresponding improvement in operating profit on a year-over-year basis in our 2018 and 2019 consolidated operating results, we do not expect to continue to realize cost reduction benefits at the same annualized rate in future periods.
Overview
During the twelve months ended December 31, 2017, we experienced a decline in2019, consolidated revenues gross profitdecreased approximately $9.4 million, primarily driven by the sale of company owned stores to franchisees and operating profit driven primarilyclosures of certain Rent-A-Center Business stores, partially offset by declines inincreased same store revenue, reductions in our store base, and impacts related to the recent hurricanes in the Core U.S. segment.
Revenues in our Core U.S. segment decreasedsales. Operating profit, however, increased approximately $234.3$197.7 million for the twelve months ended December 31, 2017,2019, primarily due to receipt of a decreasepayment of $92.5 million in same store revenuecash in May 2019 relating to the settlement on April 22, 2019 of 8.0%all litigation with Vintage Rodeo Parent, LLC, Vintage Rodeo Acquisition, Inc., rationalizationVintage Capital Management, LLC and B. Riley Financial, Inc. (the "Vintage Settlement"); and gain recorded on the sale of our Core U.S.corporate headquarters, reduced operating expenses related to costs savings initiatives and store baseclosures.
Revenues in the prior year, and impacts from the recent hurricanes. Gross profit as a percentage of revenue decreased 1.4% due to the decrease in store revenue and pricing actions taken to right size the segment's inventory mix and changes from the new value proposition. Labor and other store expensesour Rent-A-Center Business segment decreased approximately $44.4 million and $64.0 million, respectively, but were negatively affected by sales deleverage.
The Acceptance Now segment revenues decreased by approximately $19.8 million or 2.4% primarily due to store closures for Conn's and hhgregg, and impacts from the recent hurricanes. Gross profit decreased by 5.3% primarily due to lower gross margins on merchandise sales driven by our continued focus to encourage ownership and reduce returned product. Operating profit declined 54.1% primarily due to other charges related to store closures and sales deleverage. Excluding these other charges, operating profit decreased by 28.6%.
Gross profit for the Mexico segment as a percentage of revenue decreased by 0.5%, while operating profit as a percentage of revenue increased by 4.2% for the twelve months ended December 31, 2017.
Cash flow from operations was $110.5$55.2 million for the twelve months ended December 31, 2017.2019, driven by the refranchising of approximately 100 locations in the past 12 months and rationalization of the Rent-A-Center Business store base, partially offset by an increase in same store sales. Operating profit increased $88.2 million for the twelve months ended December 31, 2019, primarily due to decreases in store labor and other store expenses driven by lower store count and cost savings initiatives.
The Preferred Lease segment revenues increased approximately $26.7 million for the twelve months ended December 31, 2019, primarily due to the acquisition of Merchants Preferred and an increase in same store sales. Gross profit as a percent of revenue decreased 2.4% primarily due to value proposition changes. Operating profit as a percent of revenue decreased 1.9% primarily

20




due to a decrease in gross profit, in addition to higher merchandise losses, as discussed further in the segment performance section below.
The Mexico segment revenues increased by 8.8% for the twelve months ended December 31, 2019, driving an increase in operating profit of 105.6%, or $2.8 million.
Cash flow from operations was $215.4 million for the twelve months ended December 31, 2019. We used our free cash flow to paypaid down debt by $52.5$303.2 million during the year, ending the period with $73.0$70.5 million of cash and cash equivalents.


21





The following table is a reference for the discussion that follows.
Year Ended December 31, 2017-2016 Change 2016-2015 ChangeYear Ended December 31, 2019-2018 Change 2018-2017 Change
(Dollar amounts in thousands)2017 2016 2015 $ % $ %2019 2018 2017 $ % $ %
Revenues                          
Store                          
Rentals and fees$2,267,741
 $2,500,053
 $2,781,315
 $(232,312) (9.3)% $(281,262) (10.1)%$2,224,402
 $2,244,860
 $2,267,741
 $(20,458) (0.9)% $(22,881) (1.0)%
Merchandise sales331,402
 351,198
 377,240
 (19,796) (5.6)% (26,042) (6.9)%304,630
 304,455
 331,402
 175
 0.1 % (26,947) (8.1)%
Installment sales71,651
 74,509
 76,238
 (2,858) (3.8)% (1,729) (2.3)%70,434
 69,572
 71,651
 862
 1.2 % (2,079) (2.9)%
Other9,620
 12,706
 19,158
 (3,086) (24.3)% (6,452) (33.7)%4,795
 9,000
 9,620
 (4,205) (46.7)% (620) (6.4)%
Total store revenues2,680,414
 2,938,466
 3,253,951
 (258,052) (8.8)% (315,485) (9.7)%2,604,261
 2,627,887
 2,680,414
 (23,626) (0.9)% (52,527) (2.0)%
Franchise                          
Merchandise sales13,157
 16,358
 15,577
 (3,201) (19.6)% 781
 5.0 %49,135
 19,087
 13,157
 30,048
 157.4 % 5,930
 45.1 %
Royalty income and fees8,969
 8,428
 8,892
 541
 6.4 % (464) (5.2)%16,456
 13,491
 8,969
 2,965
 22.0 % 4,522
 50.4 %
Total revenues2,702,540
 2,963,252
 3,278,420
 (260,712) (8.8)% (315,168) (9.6)%2,669,852
 2,660,465
 2,702,540
 9,387
 0.4 % (42,075) (1.6)%
Cost of revenues                          
Store                          
Cost of rentals and fees625,358
 664,845
 728,706
 (39,487) (5.9)% (63,861) (8.8)%634,878
 621,860
 625,358
 13,018
 2.1 % (3,498) (0.6)%
Cost of merchandise sold322,628
 323,727
 356,696
 (1,099) (0.3)% (32,969) (9.2)%319,006
 308,912
 322,628
 10,094
 3.3 % (13,716) (4.3)%
Cost of installment sales23,622
 24,285
 25,677
 (663) (2.7)% (1,392) (5.4)%23,383
 23,326
 23,622
 57
 0.2 % (296) (1.3)%
Total cost of store revenues971,608
 1,012,857
 1,111,079
 (41,249) (4.1)% (98,222) (8.8)%977,267
 954,098
 971,608
 23,169
 2.4 % (17,510) (1.8)%
Other charges
 
 34,698
 
  % (34,698) (100.0)%
Franchise cost of merchandise sold12,390
 15,346
 14,534
 (2,956) (19.3)% 812
 5.6 %48,514
 18,199
 12,390
 30,315
 166.6 % 5,809
 46.9 %
Total cost of revenues983,998
 1,028,203
 1,160,311
 (44,205) (4.3)% (132,108) (11.4)%1,025,781
 972,297
 983,998
 53,484
 5.5 % (11,701) (1.2)%
Gross profit1,718,542
 1,935,049
 2,118,109
 (216,507) (11.2)% (183,060) (8.6)%1,644,071
 1,688,168
 1,718,542
 (44,097) (2.6)% (30,374) (1.8)%
Operating expenses                          
Store expenses                          
Labor732,466
 789,049
 854,610
 (56,583) (7.2)% (65,561) (7.7)%630,096
 683,422
 732,466
 (53,326) (7.8)% (49,044) (6.7)%
Other store expenses744,187
 791,614
 833,914
 (47,427) (6.0)% (42,300) (5.1)%617,106
 656,894
 744,187
 (39,788) (6.1)% (87,293) (11.7)%
General and administrative171,090
 168,907
 166,102
 2,183
 1.3 % 2,805
 1.7 %142,634
 163,445
 171,090
 (20,811) (12.7)% (7,645) (4.5)%
Depreciation, amortization and write-down of intangibles74,639
 80,456
 80,720
 (5,817) (7.2)% (264) (0.3)%61,104
 68,946
 74,639
 (7,842) (11.4)% (5,693) (7.6)%
Goodwill impairment charge
 151,320
 1,170,000
 (151,320) (100.0)% (1,018,680) (87.1)
Other charges59,219
 20,299
 20,651
 38,920
 191.7 % (352) (1.7)%
Other (gains) and charges(60,728) 59,324
 59,219
 (120,052) (202.4)% 105
 0.2 %
Total operating expenses1,781,601
 2,001,645
 3,125,997
 (220,044) (11.0)% (1,124,352) (36.0)%1,390,212
 1,632,031
 1,781,601
 (241,819) (14.8)% (149,570) (8.4)%
Operating loss(63,059) (66,596) (1,007,888) 3,537
 5.3 % 941,292
 93.4 %
Operating profit (loss)253,859
 56,137
 (63,059) 197,722
 352.2 % 119,196
 189.0 %
Write-off of debt issuance costs1,936
 
 
 1,936
  % 
  %2,168
 475
 1,936
 1,693
 356.4 % (1,461) (75.5)%
Interest, net45,205
 46,678
 48,692
 (1,473) (3.2)% (2,014) (4.1)%27,908
 41,821
 45,205
 (13,913) (33.3)% (3,384) (7.5)%
Loss before income taxes(110,200) (113,274) (1,056,580) 3,074
 2.7 % 943,306
 89.3 %
Income tax benefit(116,853) (8,079) (103,060) (108,774) (1,346.4)% 94,981
 92.2 %
Net earnings (loss)$6,653
 $(105,195) $(953,520) $111,848
 106.3 % $848,325
 89.0 %
Income (loss) before income taxes223,783
 13,841
 (110,200) 209,942
 1,516.8 % 124,041
 112.6 %
Income tax expense (benefit)50,237
 5,349
 (116,853) 44,888
 839.2 % 122,202
 104.6 %
Net earnings$173,546
 $8,492
 $6,653
 $165,054
 1,943.6 % $1,839
 27.6 %

21




Comparison of the Years Ended December 31, 20172019 and 20162018
Store Revenue. Total store revenue decreased by $258.1$23.6 million, or 8.8%0.9%, to $2,680.4$2,604.3 million for the year ended December 31, 2017,2019, from $2,938.5$2,627.9 million for 2016.2018. This was primarily due to a decrease of approximately $234.3$55.2 million in the Core U.S.Rent-A-Center Business segment, partially offset by an increase of $26.7 million in the Preferred Lease segment, as discussed further in the segment performance section below.
Same store revenue is reported on a constant currency basis and generally represents revenue earned in 3,3762,762 locations that were operated by us for 13 months or more, excluding any store that receives a certain level of customer accounts from another store (acquisition or merger). Receiving stores will be eligible for inclusion in the same store sales base in the twenty-fourth full month

22




following the account transfer. In addition, due to the severity of the hurricane impacts,impact of hurricanes, we instituted a change to the same store sales store selection criteria to exclude stores in geographically impacted regions for 18 months. Same store revenues decreasedincreased by $99.2$82.4 million, or 5.4%4.6%, to $1,753.9$1,873.8 million for the year ended December 31, 2017,2019, as compared to $1,853.1$1,791.4 million in 2016.2018. The decreaseincrease in same store revenues was primarily attributable to a declinean improvement in the Core U.S.Rent-A-Center Business segment, as discussed further in the segment performance section below.
Cost of Rentals and Fees. Cost of rentals and fees consists primarily of depreciation of rental merchandise. Cost of rentals and fees for the year ended December 31, 2017, decreased2019 increased by $39.5$13.0 million, or 5.9%2.1%, to $625.4$634.9 million, as compared to $664.8$621.9 million in 2016. This decrease2018. The increase in cost of rentals and fees was primarily attributable to a decreasean increase of $35.7$31.5 million in the Core U.S.Preferred Lease segment as a result of lowerhigher rentals and fees revenue.revenue, partially offset by a decrease of $19.9 million in the Rent-A-Center Business segment. Cost of rentals and fees expressed as a percentage of rentals and fees revenue increased to 27.6%28.5% for the year ended December 31, 20172019 as compared to 26.6%27.7% in 2016.2018.
Cost of Merchandise Sold. Cost of merchandise sold represents the net book value of rental merchandise at time of sale. Cost of merchandise sold decreasedincreased by $1.1$10.1 million, or 0.3%3.3%, to $322.6$319.0 million for the year ended December 31, 2017,2019, from $323.7$308.9 million in 2016.2018, primarily attributable to increases of $9.3 million and $1.0 million in the Rent-A-Center Business and Preferred Lease segments, respectively. The gross margin percent of merchandise sales decreased to 2.6%(4.7)% for the year ended December 31, 2017,2019, from 7.8%(1.5)% in 2016. These decreases were primarily attributable to a decrease of $6.4 million in the Core U.S. segment, partially offset by an increase of $5.3 million in the Acceptance Now segment driven by a focused effort to encourage ownership and reduce returned product.2018.
Gross Profit. Gross profit decreased by $216.5$44.1 million, or 11.2%2.6%, to $1,718.5$1,644.1 million for the year ended December 31, 2017,2019, from $1,935.0$1,688.2 million in 2016,2018, due primarily to a decreasedecreases of $191.5$44.7 million and $5.8 million in the Core U.S. segment,Rent-A-Center Business and Preferred Lease segments, respectively partially offset by increases of $3.3 million and $3.1 million in the Franchising and Mexico segments, respectively, in each case as discussed further in the segment performance section below. Gross profit as a percentage of total revenue decreased to 63.6%61.6% in 20172019 compared to 65.3%63.5% in 2016.2018.
Store Labor. Store labor includes all salaries and wages paid to store-level employees and district managers' salaries, together with payroll taxes and benefits. Store labor decreased by $56.6$53.3 million, or 7.2%7.8%, to $732.5$630.1 million for the year ended December 31, 2017,2019, as compared to $789.0$683.4 million in 2016,2018, primarily attributable to a decrease of $44.4 million and $10.7$53.7 million in the Core U.S.Rent-A-Center Business segment, driven by our cost savings initiatives and Acceptance Now segments, respectively, primarily as a result of a lower Core U.S.Rent-A-Center Business store base and closure of Acceptance Now locations in(see Note M to the first half of 2017.consolidated financial statements for additional detail). Store labor expressed as a percentage of total store revenue increased to 27.3%was 24.2% for the year ended December 31, 2017, from 26.9%2019, as compared to 26.0% in 2016.2018.
Other Store Expenses. Other store expenses include occupancy, charge-offs due to customer stolen merchandise, delivery, advertising, selling, insurance, travel and other store-level operating expenses. Other store expenses decreased by $47.4$39.8 million, or 6.0%6.1%, to $744.2$617.1 million for the year ended December 31, 2017,2019, as compared to $791.6$656.9 million in 2016,2018, primarily attributable to a decrease of $64.0$55.1 million in the Core U.S.Rent-A-Center Business segment, as a result of our rationalization of the Core U.S.lower Rent-A-Center Business store base, partially offset by an increase of $17.6$13.1 million in the Acceptance NowPreferred Lease segment primarily partially duerelated to a one-time, non-cash, charge to write-off unreconciled invoices with certain retail partners, in addition to increased customer stolen merchandise.merchandise losses. Other store expenses expressed as a percentage of total store revenue increaseddecreased to 27.8%23.7% for the year ended December 31, 2017,2019, from 26.9%25.0% in 2016.2018.
General and Administrative Expenses. General and administrative expenses include all corporate overhead expenses related to our headquarters such as salaries, payroll taxes and benefits, stock-based compensation, occupancy, administrative and other operating expenses, as well as salaries and labor costs for our regional directors, divisional vice presidents and executive vice presidents. General and administrative expenses increaseddecreased by $2.2$20.8 million, or 1.3%12.7%, to $171.1$142.6 million for the year ended December 31, 2017,2019, as compared to $168.9$163.4 million in 2016,2018, primarily due to project related expenses, insurance expenses, legal and other professional fees.as a result of our cost savings initiatives. General and administrative expenses expressed as a percentage of total revenue increaseddecreased to 6.3%5.3% for the year ended December 31, 2017,2019, compared to 5.7%6.1% in 2016.2018.
Goodwill Impairment Charge. During 2016, we recognized a goodwill impairment charge of $151.3 million due to an impairment of the goodwill in the Core U.S. segment. Goodwill impairment charge is discussed further in Note F to the consolidated financial statements.
Other Charges - Operating Expenses. (Gains) and Charges. Other charges increaseddecreased by $38.9$120.0 million, or 191.7%202.4%, to $59.2$(60.7) million in 2017,2019, as compared to $20.3$59.3 million in 2016.2018. Other chargesgains for the year ended December 31, 20172019 were primarily includedrelated to receipt of the Vintage Settlement

22




Proceeds and gain recorded on the sale of our corporate headquarters, partially offset by merger termination and other incremental legal and professional fees, legal settlements, state sales tax audit assessments, acquisition transaction fees, and charges related to the closure of Acceptance Now locations, write-downs of capitalized software, incremental legalcost savings initiatives and advisory fees, damage caused by hurricanes, and reductions in our field support center, partially offset by legal settlements. Other charges for the year ended December 31, 2016 primarily included charges related to the closure of Core U.S. and Mexico stores, and Acceptance Now locations, partially offset by litigation settlements.store closures. See Note M to the consolidated financial statements for additional detail regarding these other charges.

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Operating Loss.Profit. Operating loss decreased $3.5profit increased $197.8 million, or 5.3%352.2%, to $63.1$253.9 million for the year ended December 31, 2017,2019, as compared to $66.6$56.1 million in 2016,2018, primarily due to a decreasean increase of $87.2$114.9 million in the Core U.S.Corporate segment primarily relateddue to the goodwill impairment charge recorded in 2016, partially offset by increasesother gains discussed above, and an increase of $57.3$88.2 million in the Acceptance NowRent-A-Center Business segment, as discussed further in the segment performance sections below. Operating lossprofit expressed as a percentage of total revenue was 2.3%9.5% for the year ended December 31, 2017,2019, as compared to 2.2%2.1% for 2016.2018. Excluding the goodwill impairment and other charges, operating results as a percentageprofit was $193.1 million or 7.2% of revenue would have been (0.1)% and 3.5% in 2017 and 2016, respectively, discussed further infor the segment performance sections below.year ended December 31, 2019, compared to $115.5 million or 4.3% of revenue for the comparable period of 2018.
Income Tax Benefit. Expense. Income tax benefitexpense for the twelve months ended December 31, 20172019 was $116.9$50.2 million, as compared to $8.1$5.3 million in 2016.2018. The effective tax rate was 106.0%22.4% for the twelve months ended December 31, 2017,2019, compared to 7.1%38.6% in 2016. The increase in income tax benefit is primarily due to the impact of the Tax Cuts and Jobs Act on our deferred tax balances. Excluding impacts from other charges, the Tax Cuts and Jobs Act, and the goodwill impairment charge, the effective tax rate was 41.5% for the twelve months ended December 31, 2017, as compared to 29.8% in 2016.
Net Earnings (Loss). Net earnings were $6.7 million for the year ended December 31, 2017 as compared to net loss of $105.2 million in 2016. Excluding impacts from other charges, the Tax Cuts and Jobs Act, and the goodwill impairment charge, net loss was $28.7 million for the year ended December 31, 2017 as compared to net earnings of $40.9 million in 2016.2018.
Comparison of the Years Ended December 31, 20162018 and 20152017
Store Revenue. Total store revenue decreased by $315.5$52.5 million, or 9.7%2.0%, to $2,938.5$2,627.9 million for the year ended December 31, 2016,2018, from $3,254.0$2,680.4 million for 2015.2017. This was primarily due to a decrease of approximately $302.1$75.4 million in the Core U.S.Preferred Lease segment, partially offset by an increase of $20.3 million in the Rent-A-Center Business segment, as discussed further in the segment performance section below.
Same store revenue is reported on a constant currency basis and generally represents revenue earned in 3,4692,575 locations that were operated by us for 13 months or more.more, excluding any store that receives a certain level of customer accounts from another store (acquisition or merger). Receiving stores will be eligible for inclusion in the same store sales base in the twenty-fourth full month following the account transfer. In addition, due to the severity of the hurricane impacts, we instituted a change to the same store sales store selection criteria to exclude stores in geographically impacted regions for 18 months. Same store revenues decreasedincreased by $134.7$74.8 million, or 6.2%4.7%, to $2,043.0$1,653.4 million for the year ended December 31, 2016,2018, as compared to $2,177.7$1,578.6 million in 2015.2017. The decreaseincrease in same store revenues was primarily attributable to a declinean improvement in the Core U.S.Rent-A-Center Business segment, as discussed further in the segment performance section below. Same store revenues are reported on a constant currency basis.
Cost of Rentals and Fees. Cost of rentals and fees consists primarily of depreciation of rental merchandise. Cost of rentals and fees for the year ended December 31, 2016,2018 decreased by $63.9$3.5 million, or 8.8%0.6%, to $664.8$621.9 million, as compared to $728.7$625.4 million in 2015.2017. This decrease in cost of rentals and fees was primarily attributable to a $64.0decrease of $8.1 million decrease in the Core U.S.Rent-A-Center Business segment primarily as a result of lower rentals and fees revenue.revenue, partially offset by an increase of $3.8 million in the Preferred Lease segment. Cost of rentals and fees expressed as a percentage of rentals and fees revenue increased to 26.6%27.7% for the year ended December 31, 20162018 as compared to 26.2%27.6% in 2015.2017.
Cost of Merchandise Sold. Cost of merchandise sold represents the net book value of rental merchandise at time of sale. Cost of merchandise sold decreased by $33.0$13.7 million, or 9.2%4.3%, to $323.7$308.9 million for the year ended December 31, 2016,2018, from $356.7$322.6 million in 2015,2017, primarily attributable to a decrease of $24.8$18.8 million in the Core U.S.Preferred Lease segment, partially offset by an increase of $5.1 million in the Rent-A-Center Business segment. The gross margin percent of merchandise sales increaseddecreased to 7.8%(1.5)% for the year ended December 31, 2016,2018, from 5.4%2.6% in 2015.2017.
Other Charges - Cost of Revenues. During 2015, a charge of $34.7 million was recognized for the write-down of smartphones in the Core U.S. segment.
Gross Profit. Gross profit decreased by $183.1$30.3 million, or 8.6%1.8%, to $1,935.0$1,688.2 million for the year ended December 31, 2016,2018, from $2,118.1$1,718.5 million in 2015,2017, due primarily to a decrease of $177.2$60.4 million in the Core U.S. segment. Gross profit as a percentagePreferred Lease segment, partially offset by an increase of total revenue increased to 65.3% in 2016 compared to 64.6% in 2015 primarily due to improvements$23.6 million and $4.6 million in the Acceptance Now segment,Rent-A-Center Business and Franchising segments, respectively, as discussed further in the segment performance section below. Excluding other charges, grossGross profit was $1,935.0 million, or 65.3%as a percentage of total revenue for the year ended December 31, 2016,decreased to 63.5% in 2018 compared to $2,152.8 million, or 65.7% of revenue for 2015. These changes are primarily due to the decrease63.6% in the Core U.S. store revenue.2017.
Store Labor. Store labor includes all salaries and wages paid to store-level employees and district managers' salaries, together with payroll taxes and benefits. Store labor decreased by $65.6$49.1 million, or 7.7%6.7%, to $789.0$683.4 million for the year ended December 31, 2016,2018, as compared to $854.6$732.5 million in 2015. Labor2017, primarily attributable to a decrease of $29.4 million and $19.8 million in the Core U.S. segment decreased $59.5 million due to our flexible labor initiativePreferred Lease and the continued rationalization of the Core U.S.Rent-A-Center Business segments, respectively, driven by cost savings initiatives and lower Rent-A-Center Business store base. Store labor expressed as a percentage of total store revenue increased to 26.9%was 26.0% for the year ended December 31, 2016, from 26.3%2018, as compared to 27.3% in 2015.2017.
Other Store Expenses. Other store expenses include occupancy, charge-offs due to customer stolen merchandise, delivery, advertising, selling, insurance, travel and other store-level operating expenses. Other store expenses decreased by $42.3$87.3 million,

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or 5.1%11.7%, to $791.6$656.9 million for the year ended December 31, 2016,2018, as compared to $833.9$744.2 million in 2015. Other store expenses2017, primarily attributable to decreases of $51.6 million and $37.5 million in the Core U.S. segment decreased $47.9 million due primarily to the continued rationalizationPreferred Lease and Rent-A-Center Business segments, respectively, as a result of the Core U.S.lower customer stolen merchandise losses for Preferred Lease and lower Rent-A-Center Business store base. Other

24




store expenses expressed as a percentage of total store revenue increaseddecreased to 26.9%25.0% for the year ended December 31, 2016,2018, from 25.6%27.8% in 2015.2017.
General and Administrative Expenses. General and administrative expenses include all corporate overhead expenses related to our headquarters such as salaries, payroll taxes and benefits, stock-based compensation, occupancy, administrative and other operating expenses, as well as salaries and labor costs for our regional directors, divisional vice presidents and executive vice presidents. General and administrative expenses increaseddecreased by $2.8$7.7 million, or 1.7%4.5%, to $168.9$163.4 million for the year ended December 31, 2016,2018, as compared to $166.1$171.1 million in 2015, primarily due to severance costs.2017. General and administrative expenses expressed as a percentage of total revenue increaseddecreased to 5.7%6.1% for the year ended December 31, 2016,2018, compared to 5.1%6.3% in 2015.2017.
Goodwill Impairment Charge. During 2016 and 2015, we recognized goodwill impairment charges of $151.3 million and $1,170.0, respectively, due to an impairment in the goodwill in the Core U.S. segment. Goodwill impairment charge is discussed further in Note F to the consolidated financial statements.
Other Charges - Operating Expenses. Charges. Other charges relating to store sales and consolidations, startup costs related to our new sourcing and distribution network and corporate restructuring decreasedincreased by $0.4$0.1 million, or 1.7%0.2%, to $20.3$59.3 million in 2016,2018, as compared to $20.7$59.2 million in 2015.2017. Other charges for the year ended December 31, 2016 included charges for the closure2018 primarily related to cost savings initiatives, including reductions in overhead and supply chain, incremental legal and advisory fees, Rent-A-Center Business store closures, and write-down of Core U.S., Acceptance Now, and Mexico locations, partially offset by a litigation claims settlement.capitalized software assets. See Note ML to the consolidated financial statements for additional detail regarding these other charges.
Operating Loss.Profit (Loss). Operating loss decreased $941.3profit increased $119.2 million, or 93.4%189.0%, to $66.6$56.1 million for the year ended December 31, 2016,2018, as compared to $1,007.9operating loss of $63.1 million in 2015.2017, primarily due to increases of $61.6 million and $45.3 million in the Rent-A-Center Business and Preferred Lease segments, respectively, as discussed further in the segment performance sections below. Operating lossprofit (loss) expressed as a percentage of total revenue was 2.2%2.1% for the year ended December 31, 2016,2018, as compared to 30.7%(2.3)% for 2015,2017. Excluding other charges, profit was $115.5 million or 4.3% of revenue or the year ended December 31, 2018, compared to $(3.8) million or (0.1)% of revenue for the comparable period of 2017.
Income Tax Expense (Benefit). Income tax expense for the twelve months ended December 31, 2018 was $5.3 million, as compared to an income tax benefit of $116.9 million in 2017, primarily due to the goodwill impairment chargesimpact of the Tax Cuts and other charges discussed above. Excluding the $171.6 million and $1,190.7 millionJobs Act of goodwill impairment and other charges in 2016 and 2015, respectively, discussed above, operating profit as a percentage of revenue would have been 3.5% and 5.6% in 2016 and 2015, respectively, discussed further2017 (“Tax Act”) on our deferred tax balances in the Core U.S. segment performance section below.
Income Tax Benefit. Ourprior year. The effective income tax rate was 7.1%38.6% for 2016 asthe twelve months ended December 31, 2018, compared to a106.0% in 2017. Excluding impacts from the Tax Act, the effective tax rate of 9.8%was 41.5% for 2015. The decrease in income tax benefit is primarily due to the lower goodwill impairment charge in 2016 compared to 2015.twelve months ended December 31, 2017.
Net Loss. Earnings. Net loss was $105.2earnings were $8.5 million for the year ended December 31, 20162018 as compared to $953.5$6.7 million in 2015, a decrease2017. Excluding impacts from other charges and the Tax Act, net earnings were $57.8 million for the year ended December 31, 2018 as compared to net loss of $848.3 million.$28.7 million in 2017.
Segment Performance
Core U.S.Rent-A-Center Business segment.
Year Ended December 31, 2017-2016 Change 2016-2015 ChangeYear Ended December 31, 2019-2018 Change 2018-2017 Change
(Dollar amounts in thousands)2017 2016 2015 $ % $ %2019 2018 2017 $ % $ %
Revenues$1,835,422
 $2,069,725
 $2,371,823
 $(234,303) (11.3)% $(302,098) (12.7)%$1,800,486
 $1,855,712
 $1,835,422
 $(55,226) (3.0)% $20,290
 1.1%
Gross profit1,276,212
 1,467,679
 1,644,840
 (191,467) (13.0)% (177,161) (10.8)%1,255,153
 1,299,809
 1,276,212
 (44,656) (3.4)% 23,597
 1.8%
Operating profit (loss)86,196
 (1,020) (959,447) 87,216
 (8,550.6)% 958,427
 (99.9)%
Operating profit235,964
 147,787
 86,196
 88,177
 59.7 % 61,591
 71.5%
Change in same store revenue      

 (8.0)% 

 (9.0)%      

 4.1 % 

 4.4%
Stores in same store revenue calculation        2,118
   2,053
        1,795
   1,904
Revenues.Revenue decreased The decrease in 2017 compared to 2016,revenue for the year ended December 31, 2019 was driven primarily driven by a decrease of $213.5 million in rentals and fees revenue.revenue of $54.8 million, as compared to 2018. This decrease is primarily due to our refranchising efforts and the decreaserationalization of our Rent-A-Center Business store base, partially offset by increases in same store revenue, rationalization of our Core U.S. store base in the prior year, and impacts from the recent hurricanes. The decrease in same store revenue was driven primarily by a lower portfolio balance in 2017.sales.
Gross Profit. Gross profit decreased in 2017 from 2016,2019 primarily due to the decreasedecreases in store revenue described above, and targeted pricing actions implementedin addition to right size the inventory mix and changes from the newan increase in cost of merchandise sold of $9.3 million, related to our strategy to enhance our value proposition. Gross profit as a percentage of segment revenues decreased to 69.5%69.7% in 20172019 from 70.9%70.0% in 2016.2018.
Operating Profit (Loss).Profit. Operating profit as a percentage of segment revenues increased to 4.7% in 2017was 13.1% for 2019 compared to operating loss of (0.1)%8.0% for 2016,2018, primarily due to the goodwill impairment charge recordeddecreases in 2016. Excluding other charges and the goodwill impairment charge, operating profit as a percentage of revenue decreased to 5.1%, for the year ended December 31, 2017, compared to 8.1% in 2016, primarily due to sales deleverage, offset by a decrease in store labor of $44.4 million and other store expenses of $64.0$55.1 million and store labor of $53.7 million. Declines in store labor and other store expenses were driven primarily by lower store count lower customer stolen merchandise losses, and lower advertising expenses.cost savings initiatives. Charge-offs in our Core U.S. rent-to-ownRent-A-Center Business lease-to-own stores due to

25




customer stolen merchandise, expressed as a percentage of Core U.S. rent-to-ownRent-A-Center Business lease-to-own revenues,

24




were approximately 2.7%3.8% for the year ended December 31, 2017,2019, compared to 3.7%3.3% in 2016.2018. Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims. Charge-offs in our Core U.S. rent-to-ownRent-A-Center Business lease-to-own stores due to other merchandise losses, expressed as a percentage of revenues, were approximately 2.1%1.3% for the year ended December 31, 2017,2019, compared to 2.0%1.6% in 2016.2018.
Acceptance NowPreferred Lease segment.
Year Ended December 31, 2017-2016 Change 2016-2015 ChangeYear Ended December 31, 2019-2018 Change 2018-2017 Change
(Dollar amounts in thousands)2017 2016 2015 $ % $ %2019 2018 2017 $ % $ %
Revenues$797,987
 $817,814
 $818,325
 $(19,827) (2.4)% $(511) (0.1)%$749,260
 $722,562
 $797,987
 $26,698
 3.7 % $(75,425) (9.5)%
Gross profit400,002
 422,381
 420,980
 (22,379) (5.3)% 1,401
 0.3 %333,798
 339,616
 400,002
 (5,818) (1.7)% (60,386) (15.1)%
Operating profit48,618
 105,925
 123,971
 (57,307) (54.1)% (18,046) (14.6)%83,066
 93,951
 48,618
 (10,885) (11.6)% 45,333
 93.2 %
Change in same store revenue      

 5.2 %   (0.4)%      

 5.8 %   5.9 %
Stores in same store revenue calculation        1,140
   1,297
        859
   563
Revenues.The decrease in revenue Revenues for the year ended December 31, 2017 was driven2019 increased compared to 2018, primarily by store closures for hhgreggdue to the acquisition of Merchants Preferred and Conn's locations, as well as impacts from the recent hurricanes, partially offset by higheran increase in same store revenue.sales.
Gross Profit. Gross profit decreased for the year ended December 31, 20172019 compared to 2016,2018, primarily due the decrease in revenues described above, in addition to an increase in cost of merchandise sold driven by a focused effortour strategy to encourage ownership and reduce product returns.enhance our value proposition. Gross profit as a percentage of segment revenues was 50.1%revenue decreased to 44.6% in 20172019 as compared to 51.6%47.0% in 2016.2018.
Operating Profit. Operating profit decreased by 54.1%11.6% compared to 2016,2018, primarily due to increased rentaldecline in gross profit described above and higher merchandise losses, charges incurred for store closures, and sales deleverage. Operating profit as a percentage of total segment revenue decreased to 6.1% in 2017 from 13.0% for 2016. Excluding other charges, operating profit as a percentage of segment revenues decreased to 9.5%, for the year ended December 31, 2017, compared to 13.0% in 2016, partially due to a one-time, non-cash, charge to write-off unreconciled invoices with certain retail partners, in addition to increased customer stolen merchandise.losses. Charge-offs in our Acceptance NowPreferred Lease locations due to customer stolen merchandise, expressed as a percentage of revenues, were approximately 12.7%10.7% in 20172019 as compared to 10.0%9.0% in 2016. Excluding other charges, charge-offs due to customer stolen merchandise were 10.7% for the year ended December 31, 2017.2018. Other merchandise losses include unrepairable merchandise and loss/damage waiver claims. Charge-offs in our Acceptance NowPreferred Lease locations due to other merchandise losses, expressed as a percentage of revenues, were approximately 1.3%0.3% and 0.9%0.6% in 20172019 and 2016,2018, respectively.
Mexico segment.
Year Ended December 31, 2017-2016 Change 2016-2015 ChangeYear Ended December 31, 2019-2018 Change 2018-2017 Change
(Dollar amounts in thousands)2017 2016 2015 $ % $ %2019 2018 2017 $ % $ %
Revenues$47,005
 $50,927
 $63,803
 $(3,922) (7.7)% $(12,876) (20.2)%$53,960
 $49,613
 $47,005
 $4,347
 8.8% $2,608
 5.5%
Gross profit32,592
 35,549
 42,354
 (2,957) (8.3)% (6,805) (16.1)%37,488
 34,364
 32,592
 3,124
 9.1% 1,772
 5.4%
Operating loss(260) (2,449) (14,149) 2,189
 (89.4)% 11,700
 (82.7)%
Operating profit (loss)5,357
 2,605
 (260) 2,752
 105.6% 2,865
 1,101.9%
Change in same store revenue      

 (5.1)%   6.6 %      

 9.7%   8.5%
Stores in same store revenue calculation        118
   119
        108
   108
Revenues. Revenues for 20172019 were negativelypositively impacted by approximately $0.8 million due to exchange rate fluctuations of approximately $0.1 million, as compared to 2016.2018. On a constant currency basis, revenues for the decrease in revenue for 2017 was primarily driven by a decrease in same store revenue, compared to 2016.year ended December 31, 2019 increased approximately $4.2 million.
Gross Profit. Gross profit for the year ended December 31, 20172019 was negativelyminimally impacted by approximately $0.5 million due tothe exchange rate fluctuations as compared to 2016. On2018. Gross profit as a constant currency basis, grosspercentage of segment revenues increased to 69.5% in 2019, compared to 69.3% in 2018.
Operating Profit. Operating profit decreasedfor the year ended December 31, 2019 was minimally impacted by exchange rate fluctuations compared to 2018. Operating profit as a percentage of segment revenues increased to 9.9% in 2019, compared to 5.3% in 2018.
Franchising segment.
 Year Ended December 31, 2019-2018 Change 2018-2017 Change
(Dollar amounts in thousands)2019 2018 2017 $ % $ %
Revenues$66,146
 $32,578
 $22,126
 $33,568
 103.0% $10,452
 47.2 %
Gross profit17,632
 14,379
 9,736
 3,253
 22.6% 4,643
 47.7 %
Operating profit7,205
 4,385
 5,081
 2,820
 64.3% (696) (13.7)%
Revenues. Revenues increased for the year ended December 31, 2019, compared to 2018, primarily due to an increase in franchise locations, as a result of decreased rental revenue, partially offset by increasedrefranchising previous corporate owned stores, resulting in higher merchandise sales.

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Gross Profit. Gross profit as a percentage of segment revenues decreased to 69.3%26.7% in 20172019 from 69.8%44.1% in 2016.
Operating Loss. Operating losses were negatively impacted by approximately $0.6 million for the year ended December 31, 20172018, primarily due to exchange rate fluctuations compared to 2016. Onchanges in revenue mix between franchise royalties and fees, and rental merchandise sales, primarily as a constant currency basis, operating lossresult of the increase in franchise locations described above.
Operating Profit. Operating profit as a percentage of segment revenues decreased to 0.6%10.9% in 2019 from 13.5% for the year ended December 31, 2017 from 4.8% in 2016. Operating losses for the years ended December 31, 2017 and 2016 included other charges of $0.3 million and $2.3 million, respectively, primarily related to store

26




closures during the first quarter of 2016. Excluding other charges, operating profit as a percentage of segment revenues increased to 0.2% in 2017, compared to a loss of 0.3% in 2016.
Franchising segment.
 Year Ended December 31, 2017-2016 Change 2016-2015 Change
(Dollar amounts in thousands)2017 2016 2015 $ % $ %
Revenues$22,126
 $24,786
 $24,469
 $(2,660) (10.7)% $317
 1.3 %
Gross profit9,736
 9,440
 9,935
 296
 3.1 % (495) (5.0)%
Operating profit5,081
 5,650
 5,793
 (569) (10.1)% (143) (2.5)%
Revenues. Revenues decreased for the year ended December 31, 2017, compared to 2016,2018, primarily due to lower merchandise sales to the Company's franchise partners.
Gross Profit. Grossdecline in gross profit as a percentage of segment revenues increased to 44.0% in 2017 from 38.1% in 2016.
Operating Profit. Operating profit as a percentage of segment revenues increased to 23.0% in 2017 from 22.8% for 2016 primarily due to increased gross profit.described above.
Quarterly Results
The following table contains certain unaudited historical financial information for the quarters indicated:
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2017       
Revenues$741,986
 $677,635
 $643,965
 $638,954
Gross profit462,663
 432,533
 412,465
 410,881
Operating profit (loss)1,152
 (873) (8,445) (54,893)
Net (loss) earnings(6,679) (8,893) (12,599) 34,824
Basic (loss) earnings per common share$(0.13) $(0.17) $(0.24) $0.65
Diluted (loss) earnings per common share$(0.13) $(0.17) $(0.24) $0.65
Cash dividends declared per common share$0.08
 $0.08
 $
 $
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2019       
Revenues$696,694
 $655,925
 $649,371
 $667,862
Gross profit424,866
 408,071
 399,996
 411,138
Operating profit17,349
 129,829
 38,847
 67,834
Net earnings7,323
 94,455
 31,277
 40,491
Basic earnings per common share$0.14
 $1.74
 $0.57
 $0.74
Diluted earnings per common share$0.13
 $1.70
 $0.56
 $0.72
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2016       
Revenues$835,652
 $749,619
 $693,877
 $684,104
Gross profit534,944
 500,158
 457,226
 442,721
Operating profit (loss)48,430
 27,550
 16,700
 (159,276)
Net earnings (loss)25,061
 9,946
 6,181
 (146,383)
Basic earnings (loss) per common share$0.47
 $0.19
 $0.12
 $(2.76)
Diluted earnings (loss) per common share$0.47
 $0.19
 $0.12
 $(2.76)
Cash dividends declared per common share$0.08
 $0.08
 $0.08
 $0.08
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2018       
Revenues$698,043
 $655,730
 $644,942
 $661,750
Gross profit436,978
 423,886
 407,740
 419,564
Operating (loss) profit(10,270) 27,151
 25,632
 13,624
Net (loss) earnings(19,843) 13,753
 12,918
 1,664
Basic (loss) earnings per common share$(0.37) $0.26
 $0.24
 $0.03
Diluted (loss) earnings per common share$(0.37) $0.25
 $0.24
 $0.03
(As a percentage of revenues)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2017       
Revenues100.0 % 100.0 % 100.0 % 100.0 %
Gross profit62.4 % 63.8 % 64.1 % 64.3 %
Operating profit (loss)0.2 % (0.1)% (1.3)% (8.6)%
Net (loss) earnings(0.9)% (1.3)% (2.0)% 5.5 %

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(As a percentage of revenues)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2019       
Revenues100.0% 100.0% 100.0% 100.0%
Gross profit61.0% 62.2% 61.6% 61.6%
Operating profit2.5% 19.8% 6.0% 10.2%
Net earnings1.1% 14.4% 4.8% 6.1%
(As a percentage of revenues)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2016       
Year Ended December 31, 2018       
Revenues100.0% 100.0% 100.0% 100.0 %100.0 % 100.0% 100.0% 100.0%
Gross profit64.0% 66.7% 65.9% 64.7 %62.6 % 64.6% 63.2% 63.4%
Operating profit (loss)5.8% 3.7% 2.4% (23.3)%(1.5)% 4.1% 4.0% 2.1%
Net earnings (loss)3.0% 1.3% 0.9% (21.4)%
Net (loss) earnings(2.8)% 2.1% 2.0% 0.3%
Liquidity and Capital Resources
Overview. For the year ended December 31, 2017,2019, we generated $110.5$215.4 million in operating cash flow.flow, including approximately $80 million of net pre-tax proceeds from the Vintage Settlement. We paid down debt by $52.5$303.2 million, from cash generated from operations and also used cash inof $28.9 million for the amountacquisition of $65.5businesses, and $21.2 million for capital expenditures and $12.8expenditures. In addition, we received proceeds from the sale of property assets of $69.7 million, for payment of dividends, ending the year with $73.0$70.5 million of cash and cash equivalents.
Analysis of Cash Flow. Cash provided by operating activities decreased by $243.5$12.1 million to $110.5$215.4 million in 20172019 from $354.1$227.5 million in 2016. This2018. The decrease was primarily attributable to the receipt in 2016 of income tax refunds of approximately $80.0 million, the decline in net earnings forhigher inventory purchases during the twelve months ended December

26




31, 2017 compared2019, in addition to 2016, and other net changesthe prior year receipt of our federal income tax refund in operating assets and liabilities.2018 of approximately $35.2 million, partially offset by the receipt of the Vintage Settlement Proceeds in 2019.
Cash used inprovided by investing activities increased approximately $4.3$25.5 million to $63.3$20.8 million in 20172019 from $59.0$(4.7) million in 2016,2018, due primarily to an increase in capital expenditures.proceeds from the sale of property assets of approximately $44.4 million, partially offset by an increase of approximately $26.9 million in cash used for the acquisition of businesses.
Cash used in financing activities decreasedincreased by $189.2$181.3 million to $70.5$321.6 million in 20172019 from $259.7$140.3 million in 2016,2018, primarily driven by our net reduction in debt of $52.5$303.2 million in 2017,2019, as compared to a net decrease in debt of $233.8$139.3 million in 2016, payment of debt issuance costs of $5.3 million related to the Fourth Amendment discussed below, offset by an $12.7 million decrease in2018. In addition, we increased dividend payments year over year.by $13.7 million during the twelve months ended December 31, 2019.
Liquidity Requirements. Our primary liquidity requirements are for rental merchandise purchases. As we implement our strategic initiatives, the need for additional rental merchandise is expected to remain our primary capital requirement. Other capital requirements include expenditures for property assets, debt service, and debt service.dividends. Our primary sources of liquidity have been cash provided by operations. In the future, to provide any additional funds necessary for the continued operations and expansion of our business, we may incur from time to time additional short-term or long-term bank indebtedness and may issue, in public or private transactions, equity and debt securities. The availability and attractiveness of any outside sources of financing will depend on a number of factors, some of which relate to our financial condition and performance, and some of which are beyond our control, such as prevailing interest rates and general financing and economic conditions. There can be no assurance that additional financing will be available, or if available, that it will be on terms we find acceptable.
Should we require additional funding sources, we maintain a five-year asset-based revolving credit facilities, including a $12.5facility (the "ABL Credit Facility"), with commitments of $300 million, line of credit at INTRUST Bank, N.A.provided for under the Asset Based Loan Credit Agreement, entered into on August 5, 2019 (the "ABLE Credit Agreement"). We utilize our RevolvingABL Credit Facility for the issuance of letters of credit, as well as to manage normal fluctuations in operational cash flow caused by the timing of cash receipts. In that regard, we may from time to time draw funds under the RevolvingABL Credit Facility for general corporate purposes. Amounts are drawn as needed due to the timing of cash flows and are generally paid down as cash is generated by our operating activities.
We believe the cash flow generated from operations together with amounts availableand availability under our ABL Credit Agreement,Facility, will be sufficient to fund our liquidity requirementsoperations during the next 12 months. While our operating cash flow has been strong and we expect this strength to continue, our liquidity could be negatively impacted if we do not remain as profitable as we expect. At February 21, 2018,2020, we had $60.3approximately $36.2 million in cash on hand, and $109.7$168.2 million available under our Revolving FacilityABL Credit Agreement at December 31, 2017, net of the $50 million of excess availability we must maintain on the Revolving Facility as a result of being out of compliance with our Fixed Charge Coverage Ratio covenant.
On June 6, 2017, we amended our Credit Agreement (the “Fourth Amendment”), effective as of June 6, 2017, with JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto and the lenders party thereto. Under the Fourth Amendment, we agreed to provide additional collateral protections to secure the obligations under the Credit Agreement. The Fourth Amendment also modified the borrowing terms of the revolving loans under the Credit Agreement, which, as amended, establishes that the aggregate outstanding amounts (including after any draw request) not exceed the Borrowing Base. The Borrowing Base is tied to the Company’s Eligible Installment Sales Accounts, Inventory and Eligible Rental Contracts, in addition to Reserves and the Term Loan Reserve. We will provide to the Agent information necessary to calculate the Borrowing Base within 30 days of the end of each calendar month, unless the remaining availability of the Revolving Facility is less than 20% of the maximum borrowing capacity of the Revolving Facility or $60 million, in which case the Company must provide weekly information.

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The Fourth Amendment reduced the capacity of the Revolving Facility from $675 million to $350 million and the aggregate amount of Incremental Term Loans and Incremental Revolving Commitments from $250 million to $100 million. We may request an Incremental Revolving Loan, provided that at the time of such draw, and after giving effect thereto, (i) the Consolidated Fixed Charge Coverage Ratio on a pro forma basis is no less than 1.10:1, (ii) the Total Revolving Extensions of Credit do not exceed the Borrowing Base, and (iii) if the draw occurs during a Minimum Availability Period, the Availability must be more than the Availability Threshold Amount.
A change in control would result in an event of default under our senior credit facilities which would allow our lenders to accelerate the indebtedness owed to them. In addition, if a change in control occurs, we may be required to offer to repurchase all of our outstanding senior unsecured notes at 101% of their principal amount, plus accrued interest to the date of repurchase. Our senior credit facilities limit our ability to repurchase the senior unsecured notes, including in the event of a change in control. In the event a change in control occurs, we cannot be sure we would have enough funds to immediately pay our accelerated senior credit facilities and senior note obligations or that we would be able to obtain financing to do so on favorable terms, if at all.2019.
Deferred Taxes.Certain federal tax legislation enacted during the period 2009 to 20142017 permitted bonus first-year depreciation deductions ranging from 50% to 100% of the adjusted basis of qualified property placed in service during such years. The depreciation benefits associated with these tax acts are now reversing. The Protecting Americans from Tax Hikes Act of 2015 ("PATH") extended the 50% bonus depreciation to 2015 and through SeptembersSeptember 26, 2017, when it was updated by Thethe Tax Cut and Jobs Act of 2017, (the “Tax Act”).Act. The Tax Act allows 100% bonus depreciation for certain property placed in service between September 27, 2017 and December 31, 2022, at which point it will begin to phase out. The PATH act andbonus depreciation provided by the Tax Act resulted in an estimated benefit of $184$194 million for us in 2017.2019. We estimate the remaining tax deferral associated with these actsbonus depreciation from this act is approximately $140$239 million at December 31, 2017,2019, of which approximately 77%78%, or $108$189 million, will reverse in 2018,2020, and the majority of the remainder will reverse between 20192021 and 2020.
Tax Act. We expect that the Tax Act will generate cash tax savings to the Company of approximately $200 million over the next 3 years, mainly due to the decrease in the tax rate and the initial acceleration of depreciation.  This deferral of tax due to acceleration of depreciation will cause additional cash taxes in the future as the deferral reverses.2022.
Merchandise Losses. Merchandise losses consist of the following:
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Customer stolen merchandise$161,912
 $169,021
 $154,781
$158,324
 $136,705
 $161,912
Other merchandise losses(1)
47,596
 49,731
 52,003
25,830
 33,219
 47,596
Total merchandise losses$209,508
 $218,752
 $206,784
$184,154
 $169,924
 $209,508
(1) 
Other merchandise losses include unrepairable and missing merchandise, and loss/damage waiver claims.
Capital Expenditures. We make capital expenditures in order to maintain our existing operations as well as for new capital assets in new and acquired stores, and investment in information technology. We spent $65.5$21.2 million, $61.1$28.0 million and $80.9$65.5 million on capital expenditures in the years 2019, 2018 and 2017, 2016 and 2015, respectively.


2927







Acquisitions and New Location Openings. On August 13, 2019, we completed the previously announced acquisition of substantially all of the assets of C/C Financial Corp d/b/a Merchants Preferred ("Merchants Preferred"), a nationwide virtual lease-to-own provider, for total consideration of approximately $46.3 million. In addition, during 2019, we acquired four new Rent-A-Center Business locations and customer accounts for an aggregate purchase price of approximately $0.5 million in three transactions. See Note FG to the consolidated financial statements for information about cash used to acquire locations and accounts.
The tabletables below summarizessummarize the location activity for the years ended December 31, 2017, 20162019, 2018 and 2015.2017.
 Year Ended December 31, 2019
 Rent-A-Center Business Preferred Lease Staffed Mexico Franchising Total
Locations at beginning of period(1)
2,158
 1,106
 122
 281
 3,667
New location openings
 109
 1
 2
 112
Conversions(97) (55) 
 97
 (55)
Closed locations         
Merged with existing locations(84) (162) 
 
 (246)
Sold or closed with no surviving location(4) 
 
 (8) (12)
Locations at end of period(1)
1,973
 998
 123
 372
 3,466
Acquired locations closed and accounts merged with existing locations4
 
 
 
 4
Total approximate purchase price (in millions)
$0.5
 $
 $
 $
 $0.5
(1) Does not include virtual locations.
Year Ended December 31, 2017Year Ended December 31, 2018
Core U.S. Acceptance Now Staffed Acceptance Now Direct Mexico Franchising TotalRent-A-Center Business Preferred Lease Staffed Mexico Franchising Total
Locations at beginning of period(1)2,463
 1,431
 478
 130
 229
 4,731
2,381
 1,106
 131
 225
 3,843
New location openings
 222
 24
 1
 1
 248

 122
 
 3
 125
Acquired locations remaining open
 
 
 
 4
 4
1
 
 
 
 1
Conversions
 (63) 63
 
 
 
(71) (3) 
 71
 (3)
Closed locations                    
Merged with existing locations(51) (483) (439) 
 
 (973)(137) (119) (8) 
 (264)
Sold or closed with no surviving location(31) (1) (1) 
 (9) (42)(16) 
 (1) (18) (35)
Locations at end of period(1)2,381
 1,106
 125
 131
 225
 3,968
2,158
 1,106
 122
 281
 3,667
Acquired locations closed and accounts merged with existing locations8
 
 
 
 
 8
6
 
 
 
 6
Total approximate purchase price (in millions)
$2.5
 $
 $
 $
 $
 $2.5
Total approximate purchase price (in millions)
$2.0
 $
 $
 $
 $2.0
(1) Does not include virtual locations.
Year Ended December 31, 2016Year Ended December 31, 2017
Core U.S. Acceptance Now Staffed Acceptance Now Direct Mexico Franchising TotalRent-A-Center Business Preferred Lease StaffedMexico Franchising Total
Locations at beginning of period(1)2,672
 1,444
 532
 143
 227
 5,018
2,463
 1,431
 130
 229
 4,253
New location openings
 171
 67
 1
 2
 241

 222
 1
 1
 224
Acquired locations remaining open
 
 
 
 5
 5

 
 
 4
 4
Conversions
 1
 (2) 
 
 (1)
 (63) 
 
 (63)
Closed locations                   

Merged with existing locations(185) (185) 
 (4) (1) (375)(51) (483) 
 
 (534)
Sold or closed with no surviving location(24) 
 (119) (10) (4) (157)(31) (1) 
 (9) (41)
Locations at end of period(1)2,463
 1,431
 478
 130
 229
 4,731
2,381
 1,106
 131
 225
 3,843
Acquired locations closed and accounts merged with existing locations3
 
 
 
 
 3
8
 
 
 
 8
Total approximate purchase price (in millions)
$2.3
 $
 $
 $
 $
 $2.3
Total approximate purchase price (in millions)
$2.5
 $
 $
 $
 $2.5
(1) Does not include virtual locations.

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 Year Ended December 31, 2015
 Core U.S. Acceptance Now StaffedAcceptance Now Direct Mexico Franchising Total
Locations at beginning of period2,824
 1,406
 
 177
 187
 4,594
New location openings
 161
 505
 
 11
 677
Acquired locations remaining open5
 
 
 
 
 5
Conversions(40) (29) 29
 
 40
  
Closed locations          

Merged with existing locations(83) (94) 
 (34) 
 (211)
Sold or closed with no surviving location(34) 
 (2) 
 (11) (47)
Locations at end of period2,672
 1,444
 532
 143
 227
 5,018
Acquired locations closed and accounts merged with existing locations34
 
 
 
 
 34
Total approximate purchase price (in millions)
$25.5
 $
 $
 $
 $
 $25.5


Senior Debt. As discussed in Note INotes J and K to the consolidated financial statements, in August 2019, we completed the refinancing of our prior revolving facility and effective August 5, 2019, redeemed in full our unsecured senior notes using cash on hand and proceeds from our new $300 million ABL Credit Agreement consists of $225.0Facility and $200 million seven-year Term Loans, andfrom a $350.0 million, five-year Revolving Facility.

30




new term loan under our ABL Credit Agreement. We may use, subject to certain limitations and borrowing availability, $150 million of the Revolving Facilityunder our ABL Credit Agreement for the issuance of letters of credit, of which $94.0$89 million had been so utilized as of February 21, 2018.2020. The Term Loans are scheduled to mature on March 19, 2021 and the Revolving FacilityABL Credit Agreement has a scheduled maturity of March 19, 2019. The weighted average Eurodollar rate on our outstanding debt was 1.51% at February 21, 2018.August 5, 2024.
Senior Notes. See descriptions of the senior notes in Note J to the consolidated financial statements.
Store Leases. We lease space for substantially all of our Core U.S.Rent-A-Center Business and Mexico stores andunder operating leases expiring at various times through 2026. In addition we lease space for certain support facilities under operating leases expiring at various times through 2023.2032. Most of our store leases are five year leases and contain renewal options for additional periods ranging from three to five years at rental rates adjusted according to agreed-upon formulas.
Contractual Cash Commitments. The table below summarizes debt, lease and other minimum cash obligations outstanding as of December 31, 2017:2019:
 Payments Due by Period
(In thousands)Total 2018 2019-2020 2021-2022 Thereafter
Senior Term Debt(1)
$48,563
 $2,250
 $4,500
 $41,813
 $
Revolving Credit Facility(2)
85,000
 
 85,000
 
 
INTRUST Line of Credit5,735
 5,735
 
 
 
6.625% Senior Notes(3)
350,922
 19,394
 331,528
 
 
4.75% Senior Notes(4)
291,563
 11,875
 23,750
 255,938
 
Operating Leases466,239
 158,347
 220,205
 83,958
 3,729
Total contractual cash obligations(5)
$1,248,022
 $197,601
 $664,983
 $381,709
 $3,729
 Payments Due by Period
(In thousands)Total 2020 2021-2022 2023-2024 Thereafter
Term Loan(1)
199,500
 2,000
 4,000
 4,000
 189,500
ABL Credit Agreement(2)
40,000
 
 
 40,000
 
Operating Leases329,387
 116,689
 143,550
 47,675
 21,473
Total(3)
$568,887
 $118,689
 $147,550
 $91,675
 $210,973
(1) 
Does not include interest payments. Our senior term debtTerm Loan bears interest at varying rates equal to the Eurodollar rate (not less than 0.75%) plus 3.00% or the prime rate plus 2.00% at our election.4.50%. The Eurodollar rate on our senior term debtTerm Loan at December 31, 20172019, was 1.57%6.25%.
(2) 
Does not include interest payments. Our Revolving FacilityABL Credit Agreement bears interest at varying rates equal to the Eurodollar rate plus 1.50% to 3.00% or the prime rate plus 0.50% to 2.00% at our election.. The weighted average Eurodollar rate on our Revolving FacilityABL Credit Agreement at December 31, 20172019, was 1.48%3.25%.
(3) 
Includes interest payments of $9.7 million on each May 15 and November 15 of each year.
(4)
Includes interest payments of $5.9 million on each May 1 and November 1 of each year.
(5)
As of December 31, 2017,2019, we have recorded $37.3$24.2 million in uncertain tax positions. Because of the uncertainty of the amounts to be ultimately paid as well as the timing of such payments, uncertain tax positions are not reflected in the contractual obligations table.

Seasonality. Our revenue mix is moderately seasonal, with the first quarter of each fiscal year generally providing higher merchandise sales than any other quarter during a fiscal year, primarily related to the receipt of federal income tax refunds by our customers.year. Generally, our customers will more frequently exercise the early purchase option on their existing rental purchase agreements or purchase pre-leased merchandise off the showroom floor during the first quarter of each fiscal year. Furthermore, we tendyear, primarily due to experience slower growth in the numberreceipt of rental purchase agreements in the third quarter of each fiscal year when compared to other quarters throughout the year. We expect these trends to continue in the future.federal income tax refunds.
Critical Accounting Estimates, Uncertainties or Assessments in Our Financial Statements
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent losses and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In applying accounting principles, we must often make individual estimates and assumptions regarding expected outcomes or uncertainties. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. We believe the following are areas where the degree of judgment and complexity in determining amounts recorded in our consolidated financial statements make the accounting policies critical.
If we make changes to our reserves in accordance with the policies described below, our earnings would be impacted. Increases to our reserves would reduce earnings and, similarly, reductions to our reserves would increase our earnings. A pre-tax change of approximately $0.8$0.7 million in our estimates would result in a corresponding $0.01 change in our diluted earnings per common share.
Self-Insurance Liabilities. We have self-insured retentions with respect to losses under our workers' compensation, general liability, vehicle liability and health insurance programs. We establish reserves for our liabilities associated with these losses by obtaining forecasts for the ultimate expected losses and estimating amounts needed to pay losses within our self-insured retentions.

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We continually institute procedures to manage our loss exposure and increases in health care costs associated with our insurance claims through our risk management function, including a transitional duty program for injured workers, ongoing safety and accident prevention training, and various other programs designed to minimize losses and improve our loss experience in our store locations. We make assumptions on our liabilities within our self-insured retentions using actuarial loss forecasts, company-specific development factors, general industry loss development factors, and third-party claim administrator loss estimates which are based

29




on known facts surrounding individual claims. These assumptions incorporate expected increases in health care costs. Periodically, we reevaluate our estimate of liability within our self-insured retentions. At that time, we evaluate the adequacy of our reserves by comparing amounts reserved on our balance sheet for anticipated losses to our updated actuarial loss forecasts and third-party claim administrator loss estimates, and make adjustments to our reserves as needed.
As of December 31, 2017,2019, the amount reserved for losses within our self-insured retentions with respect to workers’ compensation, general liability and vehicle liability insurance was $118.0$97.3 million, as compared to $120.8$101.6 million at December 31, 2016.2018. However, if any of the factors that contribute to the overall cost of insurance claims were to change, the actual amount incurred for our self-insurance liabilities could be more or less than the amounts currently reserved.
Rental Merchandise. Rental merchandise is carried at cost, net of accumulated depreciation. Depreciation for merchandise is generally provided using the income forecasting method, which is intended to match as closely as practicable the recognition of depreciation expense with the consumption of the rental merchandise, and assumes no salvage value. The consumption of rental merchandise occurs during periods of rental and directly coincides with the receipt of rental revenue over the rental purchase agreement period. Under the income forecasting method, merchandise held for rent is not depreciated and merchandise on rent is depreciated in the proportion of rents received to total rents provided in the rental contract, which is an activity-based method similar to the units of production method. We depreciate merchandise (including computers and tablets) that is held for rent for at least 180 consecutive days using the straight-line method over a period generally not to exceed 18 months. Beginning in 2016, smartphones are depreciated over an 18-month straight-line basis beginning with the earlier of on rent or 90 consecutive days on held for rent.
Rental merchandise which is damaged and inoperable is expensed when such impairment occurs. In addition, any minor repairs made to rental merchandise are expensed at the time of the repair. If a customer does not return merchandise on-rent or make a payment, the remaining book value of the rental merchandise associated with delinquent accounts is generally charged off on or before the 90th day following the time the account became past due in the Rent-A-Center Business and Mexico segments, and during the month following the 150th day in the Preferred Lease segment. We maintain a reserve for these expected losses, which estimates the merchandise losses incurred but not yet identified by management as of the end of the accounting period based on a combination of historical write-offs and expected future losses. As of December 31, 2019 and 2018, the reserve for merchandise losses was $55.2 million and $42.6 million, respectively.
Income Taxes. Our annual tax rate is affected by many factors, including the mix of our earnings, legislation and acquisitions, and is based on our income, statutory tax rates and tax planning opportunities available to us in the jurisdictions in which we operate. Tax laws are complex and subject to differing interpretations between the taxpayer and the taxing authorities. Significant judgment is required in determining our tax expense, evaluating our tax positions and evaluating uncertainties. Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. We use our historical experience and our short- and long-range business forecasts to provide insight and assist us in determining recoverability. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon the ultimate settlement with the relevant tax authority. A number of years may elapse before a particular matter, for which we have recorded a liability, is audited and effectively settled. We review our tax positions quarterly and adjust our liability for unrecognized tax benefits in the period in which we determine the issue is effectively settled with the tax authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position, or when more information becomes available.
The Tax Cuts and Jobs Act (the "Tax Act”) was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate income tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. As of December 31, 2017, we have completed an initial assessment of the tax effects of the Tax Act, and have made a reasonable estimate of the effects on our existing deferred tax balances. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to impact future tax returns. However, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts resulting in adjustments in future periods in 2018. The impact of the Tax Act may differ from our estimate due to changes in the regulations, rulings, guidance, and interpretations issued by the IRS and the Financial Accounting Standards Board ("FASB") as well as interpretations and assumptions made by the Company. For the items for which we were able to determine a reasonable estimate, we recognized a provisional net benefit of $75.9 million for the year ended December 31, 2017, which is included as a component of income tax expense. See Note H to the consolidated financial statements for additional information. 
Valuation of Goodwill. We perform an assessment of goodwill for impairment at the reporting unit level annually on October 1, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Factors which could necessitate an interim impairment assessment include, but are not limited to, a sustained decline in our market capitalization, prolonged negative industry or economic trends and significant underperformance relative to historical or projected future operating results.
We use a two-step approach to assess goodwill impairment. If the fair value of the reporting unit exceeds its carrying value, then the goodwill is not deemed impaired. 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 of goodwill exceeds its implied fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the implied fair value, which is calculated as if the reporting unit had been acquired and accounted for as a business combination. As an alternative to this annual impairment testing, the Company may perform a qualitative assessment for impairment if it believes it is not more likely than not that the carrying value of a reporting unit's net assets exceeds the reporting unit's fair value.


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Our reporting units are 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, but are not limited to, the general strength of the economy and other economic conditions that affect consumer preferences and spending and factors that affect the disposable income of our current and potential customers. Factors that could affect our weighted average cost of capital include changes in interest rates and changes in our effective tax rate.
During the period from our 20162018 goodwill impairment assessment through the third quarter 2017,2019, we periodically analyzed whether any indicators of impairment had occurred. As part of these periodic analyses, we compared estimated fair value of the company, as determined based on the consolidated stock price, to its net book value. As the estimated fair value of the company was higher than its net book value during each of these periods, no additional testing was deemed necessary.
We completed a qualitative assessment for impairment of goodwill as of October 1, 2017,2019, concluding it was not more likely than not that the carrying value of our reporting unit's net assets exceeded the reporting unit's fair value.
At December 31, 2017,2019, the amount of goodwill allocated to the Core U.S.Rent-A-Center Business and Acceptance NowPreferred Lease segments was $1.3$1.5 million and $68.7 million, respectively. At December 31, 2018 the amount of goodwill allocated to the Rent-A-Center Business and Preferred Lease segments was $1.5 million and $55.3 million, respectively. At December 31, 2016 the amount of goodwill was $55.3 million, solely attributable to the Acceptance Now segment.
Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe our consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of our company as of, and for, the periods presented in this Annual Report on Form 10-K. However, we do not suggest that other general risk factors, such as those discussed elsewhere in this report as well as changes in our growth objectives or performance of new or acquired locations, could not adversely impact our consolidated financial position, results of operations and cash flows in future periods.
Effect of New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. On July 9, 2015, the FASB approved a one-year deferral of the effective date. In MarchJune 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers2016-13, Financial Instruments—Credit Losses (Topic 606)326): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Measurement of Credit Losses on Financial Instruments, which amends ASU 2014-09 relating to how andrequires immediate recognition of estimated current expected credit losses, rather than recognition when a company recognizes revenue when another party is involved in providing a good or service to a customer. Under Topic 606, a company will recognize revenue on a gross basis when it provides a good or service to a customer (acts as the principal in a transaction), and on a net basis when it arranges for the good or service to be provided to the customer by another party (acts as an agent in a transaction). ASU 2016-08 provides additional guidance for determining whether a company acts as a principal or agent, depending primarily on whether a company controls goods or services before delivery to the customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides additional guidance related to the identification of performance obligations within the contract, and licensing. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides additional guidance related to certain technical areas within ASU 2014-09. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which provides additional guidance related to certain technical areas within ASU 2014-09. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments, which adds, amends, and supersedes SEC paragraphs related to the adoption and transition provisions of ASU 2014-09 and ASU 2016-02.incurred. The adoption of these additional ASU's must be concurrent with the adoption of ASU 2014-09.
The majority of our revenue generating activities fall outside of the scope of ASU 2014-09. We have completed our evaluation of the above standard and related ASU's, for revenue generating activities that fall within scope, and believe impacts stemming from adoption include the timing of revenue recognition for initial franchise fees charged to franchisees for new stores, and the presentation of advertising fees charged to franchisees in accordance with our franchise agreement. We currently recognize initial franchise fees when paid by the franchisee, upon the opening of a new location. Under the new standard, the benefits provided by the Company to the franchisee for payment of the initial franchise fee are not considered distinct from the franchise license, but are considered to provide benefit to the franchisee throughout the term of the license. Therefore, upon adoption of the standard, we will recognize initial franchise fees over the term of the franchise agreement. Regarding advertising fees, the Company currently

33




records advertising fees paid by franchisees net of operating expenses in the consolidated statement of operations. Under the new standard, advertising fees will be presented on a gross basis, as revenue, in the consolidated statement of operations. We do not believe either of these changes will result in material impacts to the consolidated statement of operations or require significant changes to existing internal processes for recognizing revenue. The Company will adopt the new standard in the first quarter of 2018, in accordance with the standard’s required adoption date, using the modified retrospective adoption method.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which replaces existing accounting literature relating to the classification of, and accounting for, leases. Under ASU 2016-02, a company must recognize for all leases (with the exception of leases with terms less than 12 months) a liability representing a lessee's obligation to make lease payments arising from a lease, and a right-of-use asset representing the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged, with certain improvements to align lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. In January 2018, the FASB issued ASU 2018-01, Lease (Topic 841): Land Easement Practical Expedient for Transition to Topic 842, which amends ASU 2016-02 to add two practical expedients. The changes allow companies to elect a simplified transition approach, and provides lessors with an option related to how lease and other related revenues are presented and disclosed. The adoption of these ASU's2016-13 will be required for us beginning January 1, 2019, with early adoption permitted. ASU 2016-02 must be adopted2020. Adoption is required using a modified retrospective transition, applying the new criteriaapproach with a cumulative-effect adjustment to all leases existing or entered into after the beginning of the earliest comparative periodretained earnings in the consolidated financial statements.year of adoption. We believe application of this ASU is limited to our installment notes receivables and trade receivables with our franchisees, primarily related to merchandise sales. Based on the limited scope in which we believe this ASU applies to our business, we do not expect the impact of adoption to early adopt these standards and are currently in the process of determining what impact the adoption of these ASU's will have onbe material to our financial position, results of operations and cash flows.statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on the treatment of cash receipts and cash payments for certain types of cash transactions, to eliminate diversity in practice in the presentation of the cash flow statement. The adoption of ASU 2016-15 will be required for us on a retrospective basis beginning January 1, 2018, with early adoption permitted. We will not early adopt this standard nor do we believe that the adoption of this ASU will materially affect our presentation of cash flows.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating the hypothetical purchase price allocation and instead using the difference between the carrying amount and the fair value of the reporting unit. The adoption of ASU 2017-04 will be required for us on a prospective basis beginning January 1, 2020, with early adoption permitted. We are currently in the process of determining our adoption date and what impact the adoption of this ASU will have on our financial statements.2020.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. The adoption of ASU 2017-09 will be required for us on a prospective basis beginning January 1, 2018, with early adoption permitted. We will not early adopt this standard nor do we believe that the adoption of this ASU will materially affect our financial statements.
In FebruaryAugust 2018, the FASB issued ASU 2018-02, Income Statement2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Reporting Comprehensive income (Topic 220): ReclassificationChanges to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements in ASC 820, to improve the effectiveness of Certain Tax Effects from Accumulated Other Comprehensive Income, which addresses certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act.fair value measurement disclosures. The adoption of ASU 2018-022018-13 will be required for us beginning January 1, 2019, with early adoption permitted.2020. We do not intendbelieve this ASU will have a material impact on our financial statements upon adoption.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40); Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement, which requires implementation costs incurred by customers in cloud computing arrangements (CCAs) to exercisebe deferred and recognized over the option to reclassify stranded tax effects within accumulated other comprehensive income in each period in which the effectterm of the changearrangement, if those costs would be capitalized by the customer in a software licensing agreement under the U.S. federal corporateinternal-use software guidance in ASC 350-40. The adoption of ASU 2018-15 will be required for us beginning January 1, 2020. We do not believe this ASU will have a material impact on our financial statements upon adoption.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income tax ratetaxes. The standard removes certain exceptions to the general principles in the Tax CutsTopic 740 and Jobs Act (or portion thereof) is recorded.also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 will be required for us beginning January 1, 2021. We do not believe this ASU will have a material impact on our financial statements upon adoption.
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we believe the impact of any other recently issued standards that are not

31




yet effective are either not applicable to us at this time or will not have a material impact on our consolidated financial statements upon adoption.


3432







Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Sensitivity
As of December 31, 2017,2019, we had $292.7 million in senior notes outstanding at a fixed interest rate of 6.625% and $250.0 million in senior notes outstanding at a fixed interest rate of 4.75%. We also had $48.6 million outstanding in Term Loans, $85.0$199.5 million outstanding under our Revolving Facilityterm loan credit agreement and $5.7$40.0 million outstanding onunder our INTRUST line of credit,ABL Credit Agreement, each at interest rates indexed to the Eurodollar rate or the prime rate. The fair value of the 6.625% senior notes, based on the closing price at December 31, 2017, was $278.8 million. The fair value of the 4.75% senior notes, based on the closing price at December 31, 2017, was $237.5 million. Carrying value approximates fair value for all otherthis indebtedness.
Market Risk
Market risk is the potential change in an instrument’s value caused by fluctuations in interest rates. Our primary market risk exposure is fluctuations in interest rates. Monitoring and managing this risk is a continual process carried out by our senior management. We manage our market risk based on an ongoing assessment of trends in interest rates and economic developments, giving consideration to possible effects on both total return and reported earnings. As a result of such assessment, we may enter into swap contracts or other interest rate protection agreements from time to time to mitigate this risk.
Interest Rate Risk
We have outstanding debt with variable interest rates indexed to prime or Eurodollar rates that exposes us to the risk of increased interest costs if interest rates rise. As of December 31, 2017,2019, we have not entered into any interest rate swap agreements. Based on our overall interest rate exposure at December 31, 2017,2019, a hypothetical 1.0% increase or decrease in market interest rates would have the effect of causing a $1.4$2.4 million additional annualized pre-tax charge or credit to our Consolidated Statementconsolidated statement of Operations.operations.
Foreign Currency Translation
We are exposed to market risk from foreign exchange rate fluctuations of the Mexican peso to the U.S. dollar as the financial position and operating results of our stores in Mexico are translated into U.S. dollars for consolidation. Resulting translation adjustments are recorded as a separate component of stockholders' equity.


3533







Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
 Page
Rent-A-Center, Inc. and Subsidiaries 


3634







Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Rent-A-Center, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Rent-A-Center, Inc. and subsidiaries (the Company) as of December 31, 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for the year then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)and our report dated February 28, 2020 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

35




Self-Insurance Liabilities
Description of the Matter
As described in Note A to the consolidated financial statements, the Company recorded liabilities totaling $97.3 million associated with its self-insured retentions for workers’ compensation, general liability and vehicle liability insurance (collectively, the self-insurance liabilities). The self-insurance liabilities are established by obtaining forecasts for the ultimate expected losses and estimating amounts needed to pay losses within the self-insured retentions.
Auditing the Company's self-insurance liabilities is complex and required us to use our actuarial specialists due to the significant measurement uncertainty associated with the estimates, management’s application of judgment, and the use of various actuarial methods. The Company’s analyses of the self-insurance liabilities consider a variety of factors, including the actuarial loss forecasts, company-specific development factors, general industry loss development factors and third-party claim administrator loss estimates of individual claims. The self-insurance liabilities are sensitive to changes in these factors.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the self-insurance liabilities processes. For example, we tested controls over the factors mentioned above that management used in the calculations and the completeness and accuracy of the data underlying the ultimate expected losses.
To evaluate the reserve for self-insurance liabilities, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying claims data provided to management's actuarial specialist. Additionally, weinvolved our actuarial specialists to assist in our evaluation of the key factors mentioned above and the methodologies applied by management's specialist to establish the actuarially determined ultimate expected losses and develop a range for ultimate expected loss estimates based on independently developed assumptions, which we compared to the Company's recorded reserves for self-insurance liabilities.

Merchandise Loss Reserve
Description of the Matter
As described in Note A to the consolidated financial statements, the Company maintains a $55.2 million reserve for expected merchandise losses from unreturned merchandise related to delinquent rental agreements. The Company estimates this reserve based on a combination of historical write-offs and expected future losses.
Auditing the Company’s merchandise loss reserve was complex due to the level of uncertainty associated with management’s assumptions used to estimate the reserve. In particular, management was required to estimate the amount of merchandise not expected to be returned related to delinquent accounts. The Company estimates expected losses from delinquent accounts based on historical write-off experience, including the number of days past due before a write-off occurred and expectations about future losses from delinquent accounts at the end of the year.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to determine the valuation of the merchandise loss reserve. This included testing controls over the Company’s review of the significant inputs underlying the reserve estimate, which include those mentioned above.
To test the adequacy of the Company’s merchandise loss reserve, we performed substantive audit procedures that included, among others, testing the accuracy and

36




completeness of the underlying data used in the reserve calculations and evaluating the Company’s methodology for estimating future losses. We evaluated significant assumptions, including those mentioned above, that were used in management’s calculation of the merchandise loss reserve. We also tested a sample of actual charge-offs to supporting documents to validate the number of days an account is delinquent before a write-off occurs for merchandise on rent. Among our other procedures, we performed sensitivity analyses over significant assumptions to evaluate the changes in the estimated merchandise loss reserve resulting from changes in the Company's significant assumptions.
/s/ Ernst & Young, LLP
We have served as the Company's auditor since 2019.
Dallas, Texas
February 28, 2020

37




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Rent‑A‑Center,Rent-A-Center, Inc.:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheetssheet of Rent-A-Center, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016,2018, the related consolidated statements of operations, comprehensive income, (loss), stockholders’ equity, and cash flows for each of the years in the three yeartwo-year period ended December 31, 2017,2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016,2018, and the results of its operations and its cash flows for each of the years in the three yeartwo-year period ended December 31, 2017,2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
 
We have served as the Company's auditor since 2013.
Dallas, Texas
February 28, 2018March 1, 2019




3738







Report of Independent Registered Public Accounting Firm
The
To the Stockholders and the Board of Directors of Rent-A-Center, Inc.
Rent‑A‑Center, Inc.:
Opinion on Internal Control overOver Financial Reporting
We have audited Rent-A-Center, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - IntegratedControl-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (2013 framework) (the COSO criteria). In our opinion, the CompanyRent-A-Center, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria establishedthe COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control - Integrated Framework (2013) issued byOver Financial Reporting, management’s assessment of and conclusion on the Committeeeffectiveness of Sponsoring Organizationsinternal control over financial reporting did not include the internal controls of C/C Financial Corporation, which is included in the 2019 consolidated financial statements of the Treadway Commission.Company and constituted 4% and 12% of total and net assets, respectively, as of December 31, 2019 and 1% of revenues and $1.5 million of operating loss, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of C/C Financial Corporation.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetssheet of the Company as of December 31, 2017 and 2016,2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the years in the three-year periodyear then ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 20182020 expressed an unqualified opinion on those consolidated financial statements.thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control overOver Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

39




assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMGErnst & Young, LLP
 
Dallas, Texas
February 28, 20182020



3840







MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING


Management of the Company, including the Chief Executive Officer and Interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control system was designed to provide reasonable assurance to management and the Company’s Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations. A system of internal control may become inadequate over time because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2019, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, management has concluded that, as of December 31, 2017,2019, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles based on such criteria.
KPMGIn August 2019, we acquired C/C Financial Corp d/b/a Merchants Preferred ("Merchants Preferred"). We are currently in the process of integrating Merchants Preferred into our assessment of our internal control over financial reporting. Because Merchants Preferred does not constitute a significant portion of our operations on a consolidated basis, we do not currently expect this integration effort to have a material effect on our internal control over financial reporting. Management's assessment and conclusions on the effectiveness of our disclosure controls and procedures as of December 31, 2019 excludes an assessment of the internal control over financial reporting of Merchants Preferred. As of December 31, 2019, Merchants Preferred's financial results constituted approximately 4% and 12% of our total assets and net assets, respectively, approximately 1% of our revenues and an operating loss of $1.5 million for the year ended December 31, 2019.
Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K.


3941







RENT-A-CENTER, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,Year Ended December 31,
(In thousands, except per share data)2017
2016
20152019
2018
2017
Revenues      
Store          
Rentals and fees$2,267,741
 $2,500,053
 $2,781,315
$2,224,402
 $2,244,860
 $2,267,741
Merchandise sales331,402
 351,198
 377,240
304,630
 304,455
 331,402
Installment sales71,651
 74,509
 76,238
70,434
 69,572
 71,651
Other9,620
 12,706
 19,158
4,795
 9,000
 9,620
Total store revenues2,680,414
 2,938,466
 3,253,951
2,604,261
 2,627,887
 2,680,414
Franchise          
Merchandise sales13,157
 16,358
 15,577
49,135
 19,087
 13,157
Royalty income and fees8,969
 8,428
 8,892
16,456
 13,491
 8,969
Total revenues2,702,540
 2,963,252
 3,278,420
2,669,852
 2,660,465
 2,702,540
Cost of revenues          
Store          
Cost of rentals and fees625,358
 664,845
 728,706
634,878
 621,860
 625,358
Cost of merchandise sold322,628
 323,727
 356,696
319,006
 308,912
 322,628
Cost of installment sales23,622
 24,285
 25,677
23,383
 23,326
 23,622
Total cost of store revenues971,608
 1,012,857
 1,111,079
977,267
 954,098
 971,608
Other charges
 
 34,698
Franchise cost of merchandise sold12,390
 15,346
 14,534
48,514
 18,199
 12,390
Total cost of revenues983,998
 1,028,203
 1,160,311
1,025,781
 972,297
 983,998
Gross profit1,718,542
 1,935,049
 2,118,109
1,644,071
 1,688,168
 1,718,542
Operating expenses          
Store expenses          
Labor732,466
 789,049
 854,610
630,096
 683,422
 732,466
Other store expenses744,187
 791,614
 833,914
617,106
 656,894
 744,187
General and administrative expenses171,090
 168,907
 166,102
142,634
 163,445
 171,090
Depreciation, amortization and write-down of intangibles74,639
 80,456
 80,720
61,104
 68,946
 74,639
Goodwill impairment charge
 151,320
 1,170,000
Other charges59,219
 20,299
 20,651
Other (gains) and charges(60,728) 59,324
 59,219
Total operating expenses1,781,601
 2,001,645
 3,125,997
1,390,212
 1,632,031
 1,781,601
Operating loss(63,059) (66,596) (1,007,888)
Write-off of debt issuance costs1,936
 
 
Operating profit (loss)253,859
 56,137
 (63,059)
Debt refinancing charges2,168
 475
 1,936
Interest expense45,996
 47,181
 49,326
31,031
 42,968
 45,996
Interest income(791) (503) (634)(3,123) (1,147) (791)
Loss before income taxes(110,200) (113,274) (1,056,580)
Income tax benefit(116,853) (8,079) (103,060)
Net earnings (loss)$6,653
 $(105,195) $(953,520)
Basic earnings (loss) per common share$0.12
 $(1.98) $(17.97)
Diluted earnings (loss) per common share$0.12
 $(1.98) $(17.97)
Earnings (loss) before income taxes223,783
 13,841
 (110,200)
Income tax expense (benefit)50,237
 5,349
 (116,853)
Net earnings$173,546
 $8,492
 $6,653
Basic earnings per common share$3.19
 $0.16
 $0.12
Diluted earnings per common share$3.10
 $0.16
 $0.12
Cash dividends declared per common share$0.16
 $0.32
 $0.96
$0.54
 $
 $0.16
See accompanying notes to consolidated financial statements.


4042







RENT-A-CENTER, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Net earnings (loss)$6,653
 $(105,195) $(953,520)
Net earnings$173,546
 $8,492
 $6,653
Other comprehensive income (loss):          
Foreign currency translation adjustments, net of tax of $2,822, ($2,794), and ($3,445) for 2017, 2016 and 2015, respectively5,241
 (5,188) (6,399)
Foreign currency translation adjustments, net of tax of $158, ($73), and $2,822 for 2019, 2018 and 2017, respectively595
 (274) 5,241
Total other comprehensive income (loss)5,241
 (5,188) (6,399)595
 (274) 5,241
Comprehensive income (loss)$11,894
 $(110,383) $(959,919)
Comprehensive income$174,141
 $8,218
 $11,894
See accompanying notes to consolidated financial statements.


4143







RENT-A-CENTER, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS
December 31,December 31,
(In thousands, except share and par value data)2017 20162019 2018
ASSETS      
Cash and cash equivalents$72,968
 $95,396
$70,494
 $155,391
Receivables, net of allowance for doubtful accounts of $4,167 and $3,593 in 2017 and 2016, respectively69,823
 69,785
Receivables, net of allowance for doubtful accounts of $5,601 and $4,883 in 2019 and 2018, respectively84,123
 69,645
Prepaid expenses and other assets64,577
 54,989
46,043
 51,352
Rental merchandise, net      
On rent701,803
 795,118
697,270
 683,808
Held for rent167,188
 206,836
138,418
 123,662
Merchandise held for installment sale4,025
 3,629
4,878
 3,834
Property assets, net of accumulated depreciation of $525,673 and $522,101 in 2017 and 2016, respectively282,901
 316,428
Property assets, net of accumulated depreciation of $522,826 and $551,750 in 2019 and 2018, respectively166,138
 226,323
Operating lease right-of-use assets281,566
 
Deferred tax asset14,889
 25,558
Goodwill56,614
 55,308
70,217
 56,845
Other intangible assets, net882
 5,252
8,762
 499
Total assets$1,420,781
 $1,602,741
$1,582,798
 $1,396,917
LIABILITIES      
Accounts payable — trade$90,352
 $108,238
$168,120
 $113,838
Accrued liabilities298,018
 332,196
275,777
 337,459
Deferred income taxes87,081
 173,144
Operating lease liabilities285,041
 
Deferred tax liability163,984
 119,061
Senior debt, net134,125
 186,747
230,913
 
Senior notes, net538,762
 537,483

 540,042
Total liabilities1,148,338
 1,337,808
1,123,835
 1,110,400
STOCKHOLDERS’ EQUITY      
Common stock, $.01 par value; 250,000,000 shares authorized; 109,681,559 and 109,519,369 shares issued in 2017 and 2016, respectively1,097
 1,095
Common stock, $.01 par value; 250,000,000 shares authorized; 111,166,229 and 109,909,504 shares issued in 2019 and 2018, respectively1,110
 1,099
Additional paid-in capital831,271
 827,107
869,617
 838,436
Retained earnings798,743
 800,640
947,875
 805,924
Treasury stock at cost, 56,369,752 shares in 2017 and 2016(1,347,677) (1,347,677)
Treasury stock at cost, 56,428,482 and 56,369,752 shares in 2019 and 2018, respectively(1,348,969) (1,347,677)
Accumulated other comprehensive loss(10,991) (16,232)(10,670) (11,265)
Total stockholders' equity272,443
 264,933
458,963
 286,517
Total liabilities and stockholders' equity$1,420,781
 $1,602,741
$1,582,798
 $1,396,917
See accompanying notes to consolidated financial statements.


4244







RENT-A-CENTER, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury
Stock
 Accumulated Other Comprehensive Income (Loss) TotalCommon Stock 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury
Stock
 Accumulated Other Comprehensive Income (Loss) Total
(In thousands)Shares Amount Shares Amount 
Balance at January 1, 2015109,353
 $1,094
 $813,178
 $1,927,445
 $(1,347,677) $(4,645) $1,389,395
Balance at January 1, 2017109,519
 $1,095
 $827,107
 $800,640
 $(1,347,677) $(16,232) $264,933
Net loss
 
 
 (953,520) 
 
 (953,520)
 
 
 6,653
 
 
 6,653
Other comprehensive loss
 
 
 
 
 (6,399) (6,399)
Exercise of stock options66
 
 1,485
 
 
 
 1,485
Vesting of restricted share units23
 
 
 
 
 
 
Tax effect of stock awards vested and options exercised
 
 (5,865) 
 
 
 (5,865)
Stock-based compensation
 
 9,541
 
 
 
 9,541
Dividends declared
 
 
 (51,047) 
 
 (51,047)
Balance at December 31, 2015109,442
 1,094
 818,339
 922,878
 (1,347,677) (11,044) 383,590
Net loss
 
 
 (105,195) 
 
 (105,195)
Other comprehensive loss
 
 
 
 
 (5,188) (5,188)
Vesting of restricted share units77
 1
 (1) 
 
 
 
Tax effect of stock awards vested and options exercised
 
 (440) 
 
 
 (440)
Stock-based compensation
 
 9,209
 
 
 
 9,209
Dividends declared
 
 
 (17,043) 
 
 (17,043)
Balance at December 31, 2016109,519
 1,095
 827,107
 800,640
 (1,347,677) (16,232) 264,933
Net earnings
 
 
 6,653
 
 
 6,653
Other comprehensive income
 
 
 
 
 5,241
 5,241

 
 
 
 
 5,241
 5,241
Exercise of stock options27
 
 270
 
 
 
 270
27
 
 270
 
 
 
 270
Vesting of restricted share units136
 2
 (2) 
 
 
 
136
 2
 (2) 
 
 
 
Stock-based compensation
 
 3,896
 
 
 
 3,896

 
 3,896
 
 
 
 3,896
Dividends declared
 
 
 (8,550) 
 
 (8,550)
 
 
 (8,550) 
 
 (8,550)
Balance at December 31, 2017109,682
 $1,097
 $831,271
 $798,743
 $(1,347,677) $(10,991) $272,443
109,682
 1,097
 831,271
 798,743
 (1,347,677) (10,991) 272,443
ASC 606 adoption
 
 
 (1,311) 
 
 (1,311)
Net earnings
 
 
 8,492
 
 
 8,492
Other comprehensive loss
 
 
 
 
 (274) (274)
Exercise of stock options138
 1
 1,399
 
 
 
 1,400
Vesting of restricted share units90
 1
 (1) 
 
 
 
Tax effect of stock awards vested and options exercised
 
 (194) 
 
 
 (194)
Stock-based compensation
 
 5,961
 
 
 
 5,961
Balance at December 31, 2018109,910
 1,099
 838,436
 805,924
 (1,347,677) (11,265) 286,517
ASC 842 adoption
 
 
 (1,976) 
 
 (1,976)
Net earnings
 
 
 173,546
 
 
 173,546
Other comprehensive income
 
 
 
 
 595
 595
Purchase of treasury stock
 
 
 
 (1,292) 
 (1,292)
Exercise of stock options550
 5
 6,794
 
 
 
 6,799
Vesting of restricted share units267
 2
 (2) 
 
 
 
Tax effect of stock awards vested and options exercised
 
 (1,734) 
 
 
 (1,734)
Stock-based compensation
 
 6,958
 
 
 
 6,958
Dividends declared
 
 
 (29,619) 
 
 (29,619)
Merchants Preferred acquisition439
 4
 19,165
 
 
 
 19,169
Balance at December 31, 2019111,166
 1,110
 869,617
 947,875
 (1,348,969) (10,670) 458,963
See accompanying notes to consolidated financial statements.


4345







RENT-A-CENTER, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Cash flows from operating activities          
Net earnings (loss)$6,653
 $(105,195) $(953,520)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities     
Net earnings$173,546
 $8,492
 $6,653
Adjustments to reconcile net earnings to net cash provided by operating activities     
Depreciation of rental merchandise618,390
 657,090
 718,100
619,353
 616,640
 618,390
Bad debt expense15,702
 15,449
 15,260
15,077
 14,610
 15,702
Stock-based compensation expense3,896
 9,209
 9,541
6,958
 5,961
 3,896
Depreciation of property assets73,685
 77,361
 76,429
60,592
 68,275
 73,685
Loss on sale or disposal of property assets15,795
 3,718
 11,897
Goodwill impairment charge
 151,320
 1,170,000
Amortization of impairment of intangibles4,908
 2,176
 3,333
(Gain) loss on sale or disposal of property assets(23,537) 7,388
 15,795
Amortization and impairment of intangibles723
 671
 4,908
Amortization of financing fees4,667
 2,217
 3,126
2,987
 5,486
 4,667
Write-off of debt financing fees1,936
 
 
2,168
 475
 1,936
Deferred income taxes(86,063) (32,994) (144,818)55,257
 6,816
 (86,063)
Excess tax benefit related to stock awards
 
 (86)
Changes in operating assets and liabilities, net of effects of acquisitions          
Rental merchandise(487,130) (523,697) (622,149)(651,487) (569,717) (487,130)
Receivables(15,741) (15,914) (19,088)(28,855) (14,431) (15,741)
Prepaid expenses and other assets(9,622) 104,379
 31,636
3,185
 13,105
 (9,622)
Operating lease right-of-use assets and lease liabilities4,366
 
 
Accounts payable — trade(17,886) 11,883
 (45,523)54,282
 23,486
 (17,886)
Accrued liabilities(18,657) (2,929) (23,144)(79,199) 40,248
 (18,657)
Net cash provided by operating activities110,533
 354,073
 230,994
215,416
 227,505
 110,533
Cash flows from investing activities          
Purchase of property assets(65,460) (61,143) (80,870)(21,157) (27,962) (65,460)
Proceeds from sale of stores4,638
 5,262
 15,964
Proceeds from sale of assets69,717
 25,317
 4,638
Hurricane insurance recovery proceeds1,113
 
 
Acquisitions of businesses(2,525) (3,098) (25,170)(28,915) (2,048) (2,525)
Net cash used in investing activities(63,347) (58,979) (90,076)
Net cash provided by (used in) investing activities20,758
 (4,693) (63,347)
Cash flows from financing activities          
Share repurchases(1,292) 
 
Exercise of stock options270
 
 1,485
6,799
 1,401
 270
Shares withheld for payment of employee tax withholdings(225) (338) (506)(1,733) (317) (225)
Excess tax benefit related to stock awards
 
 86
Debt issuance costs(5,258) 
 
(8,454) (2,098) (5,258)
Proceeds from debt347,635
 52,245
 531,180
305,400
 27,060
 347,635
Repayments of debt(400,151) (286,065) (605,620)(608,640) (166,358) (400,151)
Dividends paid(12,811) (25,554) (51,011)(13,707) 
 (12,811)
Net cash used in financing activities(70,540) (259,712) (124,386)(321,627) (140,312) (70,540)
Effect of exchange rate changes on cash926
 (349) (2,295)556
 (77) 926
Net (decrease) increase in cash and cash equivalents(22,428) 35,033
 14,237
(84,897) 82,423
 (22,428)
Cash and cash equivalents at beginning of year95,396
 60,363
 46,126
155,391
 72,968
 95,396
Cash and cash equivalents at end of year$72,968
 $95,396
 $60,363
$70,494
 $155,391
 $72,968
Supplemental cash flow information:          
Cash paid during the year for:          
Interest$41,339
 $44,469
 $49,386
$32,114
 $37,530
 $41,339
Income taxes (excludes $7,321, $84,884 and $116,337 of income taxes refunded in 2017, 2016 and 2015, respectively)$1,983
 $18,536
 $128,083
Income taxes (excludes $2,074, $47,837, and $7,321 of income taxes refunded in 2019, 2018 and 2017, respectively)$24,332
 $2,227
 $1,983


See accompanying notes to consolidated financial statements.


4446







RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A — Nature of Operations and Summary of Accounting Policies
A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:
Principles of Consolidation and Nature of Operations
These financial statements include the accounts of Rent-A-Center, Inc. and its direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context indicates otherwise, references to “Rent-A-Center” refer only to Rent-A-Center, Inc., the parent, and references to “we,” “us” and “our” refer to the consolidated business operations of Rent-A-Center and any or all of its direct and indirect subsidiaries. We report four operating segments: Core U.S., Acceptance Now,Rent-A-Center Business, Preferred Lease, Mexico and Franchising.
Our Core U.S.Rent-A-Center Business segment consists of company-owned rent-to-ownlease-to-own stores in the United States Canada and Puerto Rico that lease household durable goods to customers on a rent-to-ownlease-to-own basis. Our store in Canada operates under the name "Rent-A-Centre." We also offer merchandise on an installment sales basis in certain of our stores under the names “Get It Now” and “Home Choice.” At December 31, 2017,2019, we operated 2,3811,973 company-owned stores nationwide and in Canada and Puerto Rico, including 4544 retail installment sales stores.
Our Acceptance NowPreferred Lease segment, which operates in the United States and Puerto Rico, and includes the operations of the recently acquired Merchants Preferred, generally offers the rent-to-ownlease-to-own transaction to consumers who do not qualify for financing from the traditional retailer through kiosks located within such retailer's locations, including staffed options, un-manned or virtual options, or a combination of the two (the hybrid model). Those kiosks can be staffed by an Preferred Lease employee (staffed locations) or employ a virtual solution where customers, either directly or with the assistance of a representative of the third-party retailer, initiate the lease-to-own transaction online in the retailers' locations.locations using our virtual solutions (virtual locations). At December 31, 2017,2019, we operated 1,106 Acceptance Now Staffed locations and 125 Acceptance Now Direct998 Preferred Lease staffed locations.
Our Mexico segment consists of our company-owned rent-to-ownlease-to-own stores in Mexico that lease household durable goods to customers on a rent-to-ownlease-to-own basis. At December 31, 2017,2019, we operated 131123 stores in Mexico.
Rent-A-Center Franchising International, Inc., an indirect wholly-owned subsidiary of Rent-A-Center, is a franchisor of rent-to-ownlease-to-own stores. At December 31, 2017,2019, Franchising had 225372 franchised stores operating in 3133 states. Our Franchising segment's primary source of revenue is the sale of rental merchandise to its franchisees, who in turn offer the merchandise to the general public for rent or purchase under a rent-to-ownlease-to-own transaction. The balance of our Franchising segment's revenue is generated primarily from royalties based on franchisees' monthly gross revenues.
Rental Merchandise
Rental merchandise is carried at cost, net of accumulated depreciation. Depreciation for merchandise is generally provided using the income forecasting method, which is intended to match as closely as practicable the recognition of depreciation expense with the consumption of the rental merchandise, and assumes no salvage value. The consumption of rental merchandise occurs during periods of rental and directly coincides with the receipt of rental revenue over the rental purchase agreement period. Under the income forecasting method, merchandise held for rent is not depreciated and merchandise on rent is depreciated in the proportion of rents received to total rents provided in the rental contract, which is an activity-based method similar to the units of production method. We depreciate merchandise (including computers and tablets) that is held for rent for at least 180 consecutive days using the straight-line method over a period generally not to exceed 18 months. Beginning in 2016, smartphones are depreciated over an 18 month18-month straight-line basis beginning with the earlier of on rent or 90 consecutive days on held for rent.
Rental merchandise which is damaged and inoperable is expensed when such impairment occurs. If a customer does not return the merchandise or make payment, the remaining book value of the rental merchandise associated with delinquent accounts is generally charged off on or before the 90th day following the time the account became past due in the Core U.S.Rent-A-Center Business and Mexico segments, and on or beforeduring the month following the 150th day in the Acceptance NowPreferred Lease segment. We maintain a reserve for these expected expenses. In addition, any minor repairs made to rental merchandise are expensed at the time of the repair.
Cash Equivalents
Cash equivalents include all highly liquid investments with an original maturity of three months or less. We maintain cash and cash equivalents at several financial institutions, which at times may not be federally insured or may exceed federally insured limits. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risks on such accounts.

47



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenues
Merchandise is rented to customers pursuant to rental purchase agreements which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments. Generally, the customer has the right to acquire title either through a purchase option or through payment of all required rentals. Rental revenue and fees are recognized over the rental term and merchandise

45



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

sales revenue is recognized when the customer exercises the purchase option and pays the cash price due. Cash received prior to the period in which it should be recognized is deferred and recognized according to the rental term. Revenue is accrued for uncollected amounts due based on historical collection experience. However, the total amount of the rental purchase agreement is not accrued because the customer can terminate the rental agreement at any time and we cannot enforce collection for non-payment of future rents.
Revenues from the sale of merchandise in our retail installment stores are recognized when the installment note is signed, the customer has taken possession of the merchandise and collectability is reasonably assured.
Revenues from the sale of rental merchandise are recognized upon shipment of the merchandise to the franchisee. Franchise royalty income and fee revenue is recognized upon completion of substantially all services and satisfaction of all material conditions required under the terms of the franchise agreement. SomeInitial franchise fees charged to franchisees purchase directly fromfor new or converted franchise stores are recognized on a supplier but request reimbursement through ColorTyme Finance, Inc. and we recognize revenue forstraight-line basis over the commission we earn on these transactions.term of the franchise agreement.
Receivables and Allowance for Doubtful Accounts
The installment notes receivable associated with the sale of merchandise at our Get It Now and Home Choice stores generally consists of the sales price of the merchandise purchased and any additional fees for services the customer has chosen, less the customer’s down payment. No interest is accrued and interest income is recognized each time a customer makes a payment, generally on a monthly basis.
We have established an allowance for doubtful accounts for our installment notes receivable. Our policy for determining the allowance is based on historical loss experience, as well as the results of management’s review and analysis of the payment and collection of the installment notes receivable within the previous year. We believe our allowance is adequate to absorb any known or probable losses. Our policy is to charge off installment notes receivable that are 120 days or more past due. Charge-offs are applied as a reduction to the allowance for doubtful accounts and any recoveries of previously charged off balances are applied as an increase to the allowance for doubtful accounts.
Our trade and notes receivables consist primarily of amounts due from our rental customers for renewal and uncollected rental payments; Franchising receivables; and other corporate related receivables. We maintain allowances against our rental customer receivable balances, primarily related to expected merchandise returns and uncollectible payments due from our virtual rental customers. The majority of Franchising’sour Franchising trade and notes receivablereceivables relate to amounts due from franchisees.franchisees for inventory purchases, earned royalties and other obligations. Credit is extended based on an evaluation of a franchisee’s financial condition and collateral is generally not required. Trade receivables are generally due within 30 days and are stated atreported as amounts due from franchisees, net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. Franchising determines its allowance by considering a number of factors, including the length of time receivables are past due, Franchising’s previous loss history, the franchisee’s current ability to pay its obligation, to Franchising, and the condition of the general economy and the industry as a whole. Franchising writes off trade receivables that are 120 days90 or more days past due and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.
Property Assets and Related Depreciation
Furniture, equipment and vehicles are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the respective assets (generally 5 years) by the straight-line method. Our building is depreciated over 40 years. Leasehold improvements are amortized over the useful life of the asset or the initial term of the applicable leases by the straight-line method, whichever is shorter.
We have incurred costs to develop computer software for internal use. We capitalize the costs incurred during the application development stage, which includes designing the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary stages along with post-implementation stages of internally developed software are expensed as incurred. Internally developed software costs, once placed in service, are amortized over various periods up to 10 years.
We incur repair and maintenance expenses on our vehicles and equipment. These amounts are recognized when incurred, unless such repairs significantly extend the life of the asset, in which case we amortize the cost of the repairs for the remaining useful life of the asset utilizing the straight-line method.

48



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill and Other Intangible Assets
We record goodwill when the consideration paid for an acquisition exceeds the fair value of the identifiable net tangible and identifiable intangible assets acquired. Goodwill is not subject to amortization but must be periodically evaluated for impairment. Impairment occurs when the carrying value of goodwill is not recoverable from future cash flows. We perform an assessment of goodwill for impairment at the reporting unit level annually as of October 1, or when events or circumstances indicate that impairment may have occurred.

46



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our reporting units are our reportable operating segments. 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.
We determine the fair value of each reporting unit 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. We use a two-step approach to assess goodwill impairment. If the fair value of the reporting unit exceeds its carrying value, then the goodwill is not deemed impaired. 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 of goodwill exceeds its implied fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of goodwill and the implied fair value, which is calculated as if the reporting unit had been acquired and accounted for as a business combination. As an alternative to this annual impairment testing, we may perform a qualitative assessment for impairment if it believes it is not more likely than not that the carrying value of a reporting unit's net assets exceeds the reporting unit's fair value. At December 31, 2019, the amount of goodwill attributable to the Rent-A-Center Business and Preferred Lease segments was approximately $1.5 million and $68.7 million, respectively. We currently do not have goodwill balances attributable to our Mexico or Franchising segment.
Acquired customer relationships are amortized utilizing the straight-line method over a 21 month21-month period, non-compete agreements are amortized using the straight-line method over the contractual life of the agreements, vendor relationships are amortized using the straight-line method over a 7 or 15 year period, and other intangible assets are amortized using the straight-line method over the life of the asset. Intangible assets are amortized using methods that we believe reflect the pattern in which the economic benefits of the related asset are consumed, including using a straight-line method.
Accounting for Impairment of Long-Lived Assets
We evaluate all long-lived assets, including intangible assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment is recognized when the carrying amounts of such assets cannot be recovered by the undiscounted net cash flows they will generate.
Self-Insurance Liabilities
We have self-insured retentions with respect to losses under our workers' compensation, general liability, vehicle liability and health insurance programs. We establish reserves for our liabilities associated with these losses by obtaining forecasts for the ultimate expected losses and estimating amounts needed to pay losses within our self-insured retentions. We make assumptions on our liabilities within our self-insured retentions using actuarial loss forecasts, company-specific development factors, general industry loss development factors, and third-party claim administrator loss estimates which are based on known facts surrounding individual claims. These assumptions incorporate expected increases in health care costs. Periodically, we reevaluate our estimate of liability within our self-insured retentions. At that time, we evaluate the adequacy of our reserves by comparing amounts reserved on our balance sheet for anticipated losses to our updated actuarial loss forecasts and third-party claim administrator loss estimates, and make adjustments to our reserves as needed.
Foreign Currency Translation
The functional currency of our foreign operations is the applicable local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are generally translated at a daily exchange rate and equity transactions are translated using the actual rate on the day of the transaction.
Other Comprehensive Income (Loss)
Other comprehensive income (loss) is comprised exclusively of our foreign currency translation adjustment.

49



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income Taxes
We record deferred taxes for temporary differences between the tax and financial reporting bases of assets and liabilities at the enacted tax rate expected to be in effect when taxes become payable.those temporary differences are expected to be recovered or settled. Income tax accounting requires management to make estimates and apply judgments to events that will be recognized in one period under rules that apply to financial reporting in a different period in our tax returns. In particular, judgment is required when estimating the value of future tax deductions, tax credits and net operating loss carryforwards (NOLs), as represented by deferred tax assets. We evaluate the recoverability of these future tax deductions and credits by assessing the future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. We use our historical experience and our short- and long-range business forecasts to provide insight and assist us in determining recoverability. When it is determined the recovery of all or a portion of a deferred tax asset is not likely, a valuation allowance is

47



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

established. We include NOLs in the calculation of deferred tax assets. NOLs are utilized to the extent allowable due to the provisions of the Internal Revenue Code of 1986, as amended, and relevant state statutes.
We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon the ultimate settlement with the relevant tax authority. A number of years may elapse before a particular matter, for which we have recorded a liability, is audited and effectively settled. We review our tax positions quarterly and adjust our liability for unrecognized tax benefits in the period in which we determine the issue is effectively settled with the tax authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position, or when more information becomes available. We classify accrued interest and penalties related to unrecognized tax benefits as interest expense and general & administrative expense, respectively.
Sales Taxes
We apply the net basis for sales taxes imposed on our goods and services in our consolidated statements of earnings.operations. We are required by the applicable governmental authorities to collect and remit sales taxes. Accordingly, such amounts are charged to the customer, collected and remitted directly to the appropriate jurisdictional entity.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share are based upon the weighted average number of common shares outstanding during each period presented. Diluted earnings (loss) per common share are based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options and vesting of stock awards at the beginning of the year, or for the period outstanding during the year for current year issuances.
Advertising Costs
Costs incurred for producing and communicating advertising are expensed when incurred. Advertising expense was $86.1$58.8 million, $90.6$74.6 million and $96.2$86.1 million, for the years ended December 31, 2019, 2018 and 2017, 2016respectively. Advertising expense is net of vendor allowances of $21.2 million, $17.1 million, and 2015,$14.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Stock-Based Compensation
We maintain long-term incentive plans for the benefit of certain employees and directors, which are described more fully in Note N. We recognize share-based payment awards to our employees and directors at the estimated fair value on the grant date. Determining the fair value of any share-based award requires information about several variables that include, but are not limited to, expected stock volatility over the termsterm of the award, expected dividend yields, and the risk free interest rate. We base the expected lifeterm on historical exercise and post-vesting employment-termination experience, and expected volatility on historical realized volatility trends. In addition, all stock-based compensation expense is recorded net of an estimated forfeiture rate. The forfeiture rate is based upon historical activity and is analyzed at least annually as actual forfeitures occur. Compensation costs are recognized net of estimated forfeitures over the requisite service period on a straight-line basis. We issue new shares to settle stock awards. Stock options are valued using a Black-Scholes pricing model. Time-vesting restricted stock units are valued using the closing price on the Nasdaq Global Select Market on the day before the grant date, adjusted for any provisions affecting fair value, such as the lack of dividends or dividend equivalents during the vesting period. Performance-based restricted stock units will vest in accordance with a total shareholder return formula, and are valued by a third-party valuation firm using Monte Carlo simulations.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-based compensation expense is reported within general and administrative expenses in the consolidated statements of earnings.operations.
Reclassifications
Certain reclassifications have beenmay be made to the reported amounts for the prior periods to conform to the current period presentation. These reclassifications hadhave no impact on net earnings or earnings per share in any period.
Use of Estimates
In preparing financial statements in conformity with accounting principlesU.S. generally accepted in the United States of America,accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent losses and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In applying accounting principles, we must often make individual estimates and assumptions regarding expected outcomes or uncertainties. Our estimates, judgments and assumptions are continually evaluated based on available information and

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.
Newly Adopted Accounting Pronouncements
In MarchMay 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which clarifies existing accounting literature relating to how and when a company recognizes revenue. We adopted ASU 2014-09 and all related amendments beginning January 1, 2018, using the modified retrospective adoption method. We recognized the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
Under ASC 606, initial franchise fees charged to franchisees for new stores are recognized over the term of the franchise agreement, rather than when they are paid by the franchisee, upon the opening of a new location. Furthermore, franchise advertising fees are presented on a gross basis, as revenue, in the consolidated statement of operations, rather than net of operating expenses in the consolidated statement of operations. Impacts resulting from adoption were not material to the consolidated statement of operations. See additional descriptions of our revenues in Note B.
The cumulative effect of the changes made to our consolidated balance sheet for the adoption of ASC 606 was a reduction to accrued liabilities of $1.7 million, an increase to deferred tax liability of $0.4 million, and an offsetting $1.3 million increase to 2018 opening retained earnings.
In February 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation2016-02, Leases (Topic 718): Improvements to Employee Share-Based Payment Accounting842), which includes multiple provisions intendedreplaces existing accounting literature relating to simplify various aspects of the accounting for share-based payments. Rent-A-Center adopted ASU 2016-09 beginning January 1, 2017. We adopted the recognition of excess tax benefits in the provision for income taxes rather than paid-in-capital, and the classification of, excess tax benefits onand accounting for, leases. Under ASU 2016-02, a company must recognize for all leases (with the statementexception of cash flows onleases with terms of 12 months or less) a prospective basis. We electedliability representing a lessee's obligation to continuemake lease payments arising from a lease, and a right-of-use asset representing the lessee's right to estimate forfeitures expecteduse, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged, with certain improvements to occur in our determinationalign lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Adoption of compensation cost recognized each period. Furthermore, we adoptedASU 2016-02 requires the minimum statutory withholding requirements and classificationuse of employee taxes paid on the statement of cash flows on a modified retrospective and full retrospective basis, respectively. Additional amendments includedtransition method to measure leases at the beginning of the earliest period presented in the accounting standard update were not applicable to us. Impacts resulting from adoption were immaterial to the consolidated financial statements.
Note B — Correction of Immaterial Errors
During In July 2018, the fourth quarter of 2016, we identified errors in accountingFASB issued ASU 2018-11, allowing companies to apply a transition method for our estimates for deferred taxes associated with our goodwill impairment reported in the fourth quarter 2015, resulting in an immaterial understatement of deferred income tax liabilities and overstatement of retained earnings, which affected periods beginning December 31, 2015 through September 30, 2016. In accordance with Staff Accounting Bulletin (SAB) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materialityadoption of the errors from qualitative and quantitative perspectives, and concludednew standard as of the errors were immaterialadoption date, with recognition of any cumulative-effects as adjustments to the prior periods. The errors resulted in an overstatement of income tax benefit and an understatement of net loss of $86.9 million, respectively, for the year ended December 31, 2015; a corresponding understatement of deferred income tax liabilities and overstatementopening balance of retained earnings in the period of adoption. We adopted these ASUs beginning January 1, 2019 and elected the transition method under ASU 2018-11.
Our lease-to-own agreements, which comprise the majority of our annual revenue, fall within the scope of ASU 2016-02 under lessor accounting; however, the new standard does not significantly affect the timing of recognition or presentation of revenue for our rental contracts.
As a lessee, the new standard affected a substantial portion of our lease contracts. As of December 31, 2019, we have $281.6 million operating lease right-of-use assets and $285.0 million operating lease liabilities in our condensed consolidated balance sheet at December 31, 2015;sheet. Upon adoption, we identified impairment losses related to closure of our product service centers and non-cash impactsRent-A-Center Business stores resulting in a cumulative-effect decrease of $2.0 million, net of tax, to net loss and deferred income taxesour January 1, 2019 retained earnings balance. There were no significant effects to our condensed consolidated statements of operations or condensed consolidated statements of cash flows.
We elected a package of optional practical expedients in our consolidated cash flow statement at December 31, 2015.
Dueadoption of the new standard, including the option to retain the current classification for leases entered into prior to the immaterial naturedate of adoption; the error correction, we revised our historical financial statements based onoption not to reassess initial direct costs for capitalization for leases entered into prior to the amounts discussed above for 2015 herein, and revised the quarters within 2016 when they were published in 2017.

Note C — Receivables and Allowance for Doubtful Accounts
Receivables consistdate of the following:
 December 31,
(In thousands)2017 2016
Installment sales receivable$55,516
 $55,834
Trade and notes receivables18,474
 14,067
Other receivables
 3,477
Total receivables73,990
 73,378
Less allowance for doubtful accounts(4,167) (3,593)
Total receivables, net of allowance for doubtful accounts$69,823
 $69,785
The allowance for doubtful accounts related to installment sales receivable was $3.6 million and $3.3 million,adoption; and the allowanceoption not to separate lease and non-lease components for doubtful accounts related to tradeour lease-to-own agreements as a lessor, and notes receivable was $0.6 millionour real estate, and $0.3 million at December 31, 2017 and 2016, respectively.certain categories of equipment leases, as a lessee.


4951





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Changes in our allowance for doubtful accounts are as follows:
 Year Ended December 31,
(In thousands)2017 2016 2015
Beginning allowance for doubtful accounts$3,593
 $3,614
 $4,023
Bad debt expense15,702
 15,449
 15,260
Accounts written off(15,791) (16,095) (16,317)
Recoveries663
 625
 648
 Ending allowance for doubtful accounts$4,167
 $3,593
 $3,614
Note D — Rental Merchandise
 December 31,
(In thousands)2017 2016
On rent   
Cost$1,176,240
 $1,338,670
Less accumulated depreciation(474,437) (543,552)
Net book value, on rent$701,803
 $795,118
Held for rent   
Cost$198,471
 $255,857
Less accumulated depreciation(31,283) (49,021)
Net book value, held for rent$167,188
 $206,836
Note E — Property Assets
 December 31,
(In thousands)2017 2016
Furniture and equipment$511,527
 $522,036
Transportation equipment10,585
 11,854
Building and leasehold improvements269,522
 274,118
Land and land improvements6,747
 6,747
Construction in progress10,193
 23,774
Total property assets808,574
 838,529
Less accumulated depreciation(525,673) (522,101)
Total property assets, net of accumulated depreciation$282,901
 $316,428
We had $7.3 million and $22.9 million of capitalized software costs included in construction in progress at December 31, 2017 and 2016 respectively. For the years ended December 31, 2017, 2016 and 2015, we placed in service internally developed software of approximately $32.1 million, $84.5 million and $22.9 million, respectively.
Note F — Intangible Assets and Acquisitions
Goodwill Impairment Charge
In conjunction with the fourth quarter of 2017, we completed a qualitative assessment for impairment of goodwill as of October 1, 2017, concluding it was not more likely than not that the carrying value of our reporting unit's net assets exceeded the reporting unit's fair value and therefore no impairment of goodwill existed as of December 31. 2017.
During 2016 and 2015, we recorded goodwill impairment charges of $151.3 million and $1,170.0 million, respectively, in our Core U.S. segment.

50



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible Assets
Amortizable intangible assets consistadoption of the following:
   December 31, 2017 December 31, 2016
 (Dollar amounts in thousands)
Avg.
Life
(years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Customer relationships2 $79,670
 $79,274
 $79,106
 $78,707
Vendor relationships11 860
 860
 7,538
 3,408
Non-compete agreements3 6,748
 6,262
 6,746
 6,023
Total other intangible assets  $87,278
 $86,396
 $93,390
 $88,138
Aggregate amortization expense (in thousands):
Year Ended December 31, 2017 (1)
$4,908
Year Ended December 31, 2016$2,176
Year Ended December 31, 2015$3,333
(1) Includes impairment charge of $3.9 millionnew lease accounting standard, we implemented a new back-office lease administration and accounting system to support the new accounting and disclosure requirements as a lessee. In addition, we implemented changes to our intangible assets, relatedprevious accounting policies, processes, and internal controls to a vendor relationship, inensure compliance with the ANOW segment duringnew standard.
In February 2018, the first quarterFASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of 2017.
Estimated amortization expense, assuming current intangible balances and no new acquisitions, for each of the years ending December 31, is as follows:
(In thousands)
Estimated
Amortization Expense
2018$552
2019310
202020
Thereafter
Total amortization expense$882
At December 31, 2017, the amount of goodwill attributable to the Core U.S. and Acceptance Now segments was approximately $1.3 million and $55.3 million, respectively. At December 31, 2016, the amount of goodwill allocated to the Acceptance Now segment was approximately $55.3 million and there was no goodwill allocated to the Core U.S. segment.
A summary of the changes in recorded goodwill follows:
 Year Ended December 31,
 (In thousands)
2017 2016
Beginning goodwill balance$55,308
 $206,122
Additions from acquisitions1,217
 1,442
Goodwill impairments and write-offs related to stores sold or closed
 (152,239)
Post purchase price allocation adjustments89
 (17)
Ending goodwill balance$56,614
 $55,308

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquisitions
The following table provides information concerning the acquisitions made during the years ended December 31, 2017, 2016 and 2015.
 Year Ended December 31,
(Dollar amounts in thousands)2017 2016 2015
Number of stores acquired remaining open
 
 5
Number of stores acquired that were merged with existing stores8
 3
 34
Number of transactions4
 3
 24
Total purchase price$2,547
 $2,302
 $25,488
Amounts allocated to:     
Goodwill$1,217
 $1,442
 $12,942
Non-compete agreements
 
 1,166
Customer relationships550
 181
 2,625
Rental merchandise780
 679
 8,755
Purchase prices are determined by evaluating the average monthly rental income of the acquired stores and applying a multiple to the total for rent-to-own store acquisitions. All acquisitions have been accounted for as asset purchases, and the operating results of the acquired stores and accounts have been included in the financial statements since their date of acquisition.
The weighted average amortization period was approximately 21 months for intangible assets added during the year ended December 31, 2017. Additions to goodwill due to acquisitions in 2017 were tax deductible.
Note G — Accrued Liabilities
 December 31,
(In thousands)2017 2016
Accrued insurance costs$124,760
 $125,172
Deferred revenue51,742
 58,255
Accrued compensation37,783
 40,551
Taxes other than income27,415
 22,556
Deferred compensation11,323
 11,394
Accrued interest payable5,707
 5,808
Deferred rent3,937
 5,199
Accrued dividends
 4,262
Accrued other35,351
 58,999
Total Accrued liabilities$298,018
 $332,196
Note H —Certain Tax Effects from Accumulated Other Comprehensive Income Taxes
On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revises the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35.0% to 21.0%, implementing a territorial tax system, imposing one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other things.
Loss before income taxes was comprised of the following:
 Year Ended December 31,
(In thousands)2017 2016 2015
Domestic$(109,615) $(110,347) $(1,041,243)
Foreign(585) (2,927) (15,337)
Loss before income taxes$(110,200) $(113,274) $(1,056,580)

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the federal statutory rate of 35% to actual follows:
 Year Ended December 31,
 2017 2016 2015
Tax at statutory rate35.0 % 35.0 % 35.0 %
Tax Cuts and Jobs Act of 201770.3 %  %  %
Goodwill impairment % (29.3)% (27.0)%
State income taxes(1.8)% 3.3 % 2.8 %
Effect of foreign operations, net of foreign tax credits3.5 % (0.2)%  %
Effect of current and prior year credits1.7 % 2.9 % 0.5 %
Adjustments to deferred taxes1.6 % 0.6 %  %
Valuation allowance(1.6)% (6.6)% (1.0)%
Other, net(2.7)% 1.4 % (0.5)%
Effective income tax rate106.0 % 7.1 % 9.8 %
The components of income tax (benefit) expense are as follows:
 Year Ended December 31,
(In thousands)2017 2016 2015
Current (benefit) expense     
Federal$(34,445) $23,752
 $29,668
State1,216
 779
 (6,432)
Foreign(1,417) (582) 2,575
Total current(34,646) 23,949
 25,811
Deferred (benefit) expense     
Federal(89,820) (27,307) (100,139)
State9,266
 (6,586) (28,143)
Foreign(1,653) 1,865
 (589)
Total deferred(82,207) (32,028) (128,871)
Total income tax benefit$(116,853) $(8,079) $(103,060)

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets (liabilities) consist of the following:
 December 31,
(In thousands)2017 2016
Deferred tax assets   
State net operating loss carryforwards$22,154
 $17,538
Foreign net operating loss carryforwards16,760
 17,234
Accrued liabilities49,619
 70,733
Intangible assets26,029
 43,662
Other assets including credits11,967
 7,497
Foreign tax credit carryforwards6,601
 13,576
Total deferred tax assets133,130
 170,240
Valuation allowance(40,074) (35,410)
Deferred tax assets, net93,056
 134,830
Deferred tax liabilities   
Rental merchandise(139,425) (234,211)
Property assets(40,712) (73,763)
Total deferred tax liabilities(180,137) (307,974)
Net deferred taxes$(87,081) $(173,144)
At December 31, 2017, there are approximately $402.7 million of state Net Operating Loss (“NOL”) carryforwards expiring between 2018 and 2037, offset by a valuation allowance of $60.2 million. Of the total remaining state NOL carryforwards, approximately 12.0% represent acquired NOLs. Utilization of these NOLs is subject to applicable annual limitations for U.S. state tax purposes. At December 31, 2017, the Mexico NOL carryforwards were approximately $54.3 million, which expire between 2021 and 2027, and are offset with a full valuation allowance. The Puerto Rico NOL is $1.8 million and it will expire in 2024. In addition, at December 31, 2017, we also had approximately $6.6 million in foreign tax credit (“FTC”) carryforwards expiring between 2020 and 2025 and are offset with a full valuation allowance. We establish a valuation allowance to the extent we consider it more likely than not that the deferred tax assets attributable to our NOLs, FTCs or other deferred tax assets will not be recovered.
We are subject to federal, state, local and foreign income taxes. Along with our U.S. subsidiaries, we file a U.S. federal consolidated income tax return. With few exceptions, we are no longer subject to U.S. federal, state, foreign and local income tax examinations by tax authorities for years before 2012. We are currently under examination in the U.S., Puerto Rico, and various states. We do not anticipate that adjustments as a result of these audits, if any, will result in a material change to our consolidated statement of earnings, financial condition, statement of cash flows or earnings per share.
As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. In 2017, we increased the valuation allowance against Net Operating Losses and Credits in multiple state jurisdictions as well as foreign deferred tax assets that management believes will not be realized. In addition, the valuation allowance related to foreign tax credits was decreased due to the realization of foreign tax credits through deduction.
A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 Year Ended December 31,
(In thousands)2017 2016 2015
Beginning unrecognized tax benefit balance$33,723
 $27,164
 $13,376
(Reductions) additions based on tax positions related to current year(2,280) 773
 1,508
Additions for tax positions of prior years6,688
 8,396
 20,684
Reductions for tax positions of prior years(368) (2,246) (8,354)
Settlements(444) (364) (50)
Ending unrecognized tax benefit balance$37,319
 $33,723
 $27,164

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Included in the balance of unrecognized tax benefits at December 31, 2017, is $6.2 million, net of federal benefit, which, if ultimately recognized, will affect our annual effective tax rate.
During the next twelve months, we anticipate that it is reasonably possible that the amount of unrecognized tax benefits could be reduced by approximately $2.4 million either because our tax position will be sustained upon audit or as a result of the expiration of the statute of limitations for specific jurisdictions.
As of December 31, 2017, we have accrued approximately $3.3 million for the payment of interest for uncertain tax positions and recorded interest expense of approximately $1.0 million for the year then ended, which are excluded from the reconciliation of unrecognized tax benefits presented above.
The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118,allows a company must reflectto reclassify to retained earnings the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certaindisproportionate income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
Our accounting for the following elements of the Tax Act is incomplete. However, we were able to make reasonable estimates of certain effects and, therefore, recorded provisional adjustments as follows:
The Tax Act reduced the corporate tax rate to 21 percent, effective January 1, 2018. For our net federal deferred tax liabilities ("DTL"), we have recorded a provisional decrease of $76.5 million,items with a corresponding net adjustment to deferred income tax benefit of $76.5 million for the year ended December 31, 2017. This adjustment is based on a reasonable estimate of the impact of the reduction in the corporate tax rate on our DTL's as of December 22, 2017. While we are able to make a reasonable estimate of the impact of the reduction in the corporate tax rate, our DTL's may be affected by other analyses related to the Tax Act, including our calculation of deemed repatriation of deferred foreign income, our calculation of the 100% bonus depreciation for assets placed in service in 2017 impacted by the Tax Act, and the state tax effect of adjustments made to federal temporary differences.
A provision in the Tax Act allows for 100% bonus depreciation on certain assets acquired and placed in service after September 27, 2017. This immediate expensing will continue for assets acquired before December 31, 2022, at which point it will begin phasing out. While we have not yet completed all of the computations necessary or completed an inventory of our 2017 expenditures that qualify for immediate expensing, we have recorded a federal provisional benefit of $9.7 million based on our current intent to fully expense all qualifying expenditures. This resulted in a decrease of approximately $24.2 million to our current income tax payable and a corresponding increase in our DTLs of approximately $14.5 million (after considering the effects of the reduction in income tax rates). This provisional estimate is including the rate change provision above.
The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of our foreign subsidiaries. To assess the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We are able to make a reasonable estimate of the Transition Tax and currently estimate an obligation of $0.7 million. However, we are continuing to review additional information regarding our accumulated E&P and non-U.S. income taxes paid to more precisely compute the amount of the Transition Tax, if any. In addition, based on current state tax law, we estimate the state impact of the Transition Tax to be insignificant. This estimate will be revised based on a calculation of our final Transition Tax as well as any updated guidance on state treatment of the deemed repatriation.
The effect of the tax rate change for items originally recognized in other comprehensive income was properly recorded in tax expense from continuing operations. This results inthat the FASB refers to as having been stranded tax effects in accumulated other comprehensive income at December 31, 2017. Companies can make a policy election to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects directly arising from the change in the federal corporate tax rate.income. The adoption of ASU 2018-02 was required for us beginning January 1, 2019. We doelected not intend to exercise the option to reclassify stranded tax effects within accumulated other comprehensive income in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) is recorded.

Note B — Revenues
The following tables disaggregates our revenue:
55
 Twelve Months Ended December 31, 2019
 Rent-A-Center Business Preferred Lease Mexico Franchising Consolidated
(In thousands)Unaudited
Store         
Rentals and fees$1,585,997
 $587,502
 $50,903
 $
 $2,224,402
Merchandise sales140,372
 161,235
 3,023
 
 304,630
Installment sales70,434
 
 
 
 70,434
Other3,683
 523
 34
 555
 4,795
Total store revenues1,800,486
 749,260
 53,960
 555
 2,604,261
Franchise         
Merchandise sales
 
 
 49,135
 49,135
Royalty income and fees
 
 
 16,456
 16,456
Total revenues$1,800,486
 $749,260
 $53,960
 $66,146
 $2,669,852


 Twelve Months Ended December 31, 2018
 Rent-A-Center Business Preferred Lease Mexico Franchising Consolidated
(In thousands)Unaudited
Store         
Rentals and fees$1,640,839
 $557,592
 $46,429
 $
 $2,244,860
Merchandise sales136,878
 164,432
 3,145
 
 304,455
Installment sales69,572
 
 
 
 69,572
Other8,423
 538
 39
 
 9,000
Total store revenues1,855,712
 722,562
 49,613
 
 2,627,887
Franchise         
Merchandise sales
 
 
 19,087
 19,087
Royalty income and fees
 
 
 13,491
 13,491
Total revenues$1,855,712
 $722,562
 $49,613
 $32,578
 $2,660,465



Rental-Purchase Agreements
Rent-A-Center Business, Preferred Lease, and Mexico
Rentals and Fees. Rental merchandise is leased to customers pursuant to rental purchase agreements which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments. At the expiration of each rental term customers renew the rental agreement for the next rental term. Generally, the customer has the right to acquire title of the merchandise either through

52



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

a purchase option or through payment of all required rental terms. Customers can terminate the agreement at the end of any rental term without penalty. Therefore, rental transactions are accounted for as operating leases.
Rental payments received at our Rent-A-Center Business, Preferred Lease (excluding virtual) and Mexico locations must be prepaid and revenue is recognized over the rental term. Under the virtual business model, revenues are earned prior to the rental payment due date. Therefore, revenue is accrued prior to receipt of the rental payment, net of estimated returns and uncollectible renewal payments. See Note C for additional information regarding accrued rental revenue and the related allowances for returns and uncollectible payments.
Cash received for rental payments, including fees, prior to the period in which it should be recognized is deferred and recognized according to the rental term. At December 31, 2019 and 2018, we had $39.9 million and $42.1 million, respectively, in deferred revenue included in accrued liabilities related to our rental purchase agreements. Revenue related to various payment, reinstatement or late fees is recognized when paid by the customer at the point service is provided. Rental merchandise is depreciated using the income forecasting method and is recognized in cost of sales over the rental term.
We also offer additional product plans along with our rental agreements which provide customers with liability protection against significant damage or loss of a product, and club membership benefits, including various discount programs and product service and replacement benefits in the event merchandise is damaged or lost. Customers renew product plans in conjunction with their rental term renewals, and can cancel the plans at any time. Revenue for product plans is recognized over the term of the plan. Costs incurred related to product plans are primarily recognized in cost of sales.
Revenue from contracts with customers
Rent-A-Center Business, Preferred Lease, and Mexico
Merchandise Sales. Merchandise sales include payments received for the exercise of the early purchase option offered through our rental purchase agreements or merchandise sold through point of sale transactions. Revenue for merchandise sales is recognized when payment is received and ownership of the merchandise passes to the customer. The remaining net value of merchandise sold is recorded to cost of sales at the time of the transaction.
Installment Sales. Revenue from the sale of merchandise in our retail installment stores is recognized when the installment note is signed and control of the merchandise has passed to the customer. The cost of merchandise sold through installment agreements is recognized in cost of sales at the time of the transaction. We offer extended service plans with our installment agreements which are administered by third parties and provide customers with product service maintenance beyond the term of the installment agreement. Payments received for extended service plans are deferred and recognized, net of related costs, when the installment payment plan is complete and the service plan goes into effect. Customers can cancel extended service plans at any time during the installment agreement and receive a refund for payments previously made towards the plan. At December 31, 2019 and 2018, we had $2.9 million and $3.0 million, respectively, in deferred revenue included in accrued liabilities related to extended service plans.
Other. Other revenue primarily consisted of external maintenance and repair services provided by the Company’s service department, in addition to other miscellaneous product plans offered to our rental and installment customers. We completed the shutdown of our service department operations early in the first quarter of 2019. Revenue for other product plans is recognized in accordance with the terms of the applicable plan agreement.
Franchising
Merchandise Sales. Revenue from the sale of rental merchandise is recognized upon shipment of the merchandise to the franchisee.
Royalty Income and Fees. Franchise royalties, including franchisee contributions to corporate advertising funds, represent sales-based royalties calculated as a percentage of gross rental payments and sales. Royalty revenue is recognized as rental payments and sales occur. Franchise fees are initial fees charged to franchisees for new or converted franchise stores. Franchise fee revenue is recognized on a straight-line basis over the term of the franchise agreement. At December 31, 2019 and 2018, we had $4.5 million and $4.1 million, respectively, in deferred revenue included in accrued liabilities related to franchise fees.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note I— Senior DebtC — Receivables and Allowance for Doubtful Accounts
On March 19, 2014, we entered into a Credit Agreement (the "Credit Agreement") amongInstallment sales receivables consist primarily of receivables due from customers for the Company,sale of merchandise in our retail installment stores. Trade and notes receivables consist primarily of amounts due from our rental customers for renewal and uncollected rental payments; amounts owed from our franchisees for inventory purchases, earned royalties and other obligations; and other corporate related receivables.
Receivables consist of the several lendersfollowing:
 December 31,
(In thousands)2019 2018
Installment sales receivable$56,370
 $54,746
Trade and notes receivables33,354
 19,782
Total receivables89,724
 74,528
Less allowance for doubtful accounts(5,601) (4,883)
Total receivables, net of allowance for doubtful accounts$84,123
 $69,645

We maintain allowances against our receivable balances, primarily related to expected merchandise returns and uncollectible payments due from timeour virtual rental and installment customers. The allowance for doubtful accounts related to time parties to the Credit Agreement, Bank of America, N.A., BBVA Compass Bank, Wells Fargo Bank, N.A.,trade and SunTrust Bank, as syndication agents,notes receivable was $1.5 million and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement initially provided $900.0$1.3 million, senior credit facility consisting of $225.0 million in term loans (the "Term Loans") and a $350.0 million revolving credit facility (the "Revolving Facility"). The Credit Agreement was previously amended on February 1, 2016 (the “First Amendment”), on September 30, 2016 (the “Second Amendment”), and on March 31, 2017 (the "Third Amendment and Waiver"). On June 6, 2017, we entered into a Fourth Amendment (the “Fourth Amendment”), effective as of June 6, 2017, with JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto and the lenders party thereto,allowance for doubtful accounts related to the Credit Agreement.
The amounts outstanding under the Term Loans were $48.6installment sales receivable was $4.1 million and $191.8$3.6 million at December 31, 20172019 and December 31, 2016,2018, respectively. The amount outstanding under the Revolving Facility was $85.0
Changes in our allowance for doubtful accounts are as follows:
 Year Ended December 31,
(In thousands)2019 2018 2017
Beginning allowance for doubtful accounts$4,883
 $4,167
 $3,593
Estimated uncollectible payments and returns(1)(2)
15,077
 14,610
 15,702
Accounts written off, net of recoveries(14,359) (13,894) (15,128)
 Ending allowance for doubtful accounts$5,601
 $4,883
 $4,167
(1) Uncollectible installment payments, franchisee obligations, and other corporate receivables, are recognized in other store operating expenses in our condensed consolidated financial statements.
(2) Uncollectible rental payments and returns are recognized as a reduction to rental revenue in our condensed consolidated financial statements.
Note D — Rental Merchandise
 December 31,
(In thousands)2019 2018
On rent   
Cost$1,112,130
 $1,110,968
Less accumulated depreciation(414,860) (427,160)
Net book value, on rent$697,270
 $683,808
Held for rent   
Cost$163,636
 $147,300
Less accumulated depreciation(25,218) (23,638)
Net book value, held for rent$138,418
 $123,662


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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note E — Property Assets
 December 31,
(In thousands)2019 2018
Furniture and equipment$475,431
 $512,056
Building and leasehold improvements207,620
 251,975
Land and land improvements
 6,737
Transportation equipment567
 3,765
Construction in progress5,346
 3,540
Total property assets688,964
 778,073
Less accumulated depreciation(522,826) (551,750)
Total property assets, net of accumulated depreciation$166,138
 $226,323

We had $3.8 million and $1.9 million of capitalized software costs included in construction in progress at December 31, 20172019 and there were no outstanding borrowings under2018, respectively. For the Revolving Facility at December 31, 2016. Outstanding borrowings for senior debt at December 31, 2017 and December 31, 2016 were reduced by total unamortized issuance costs of $5.2 million and $5.1 million, respectively. The Term Loans are scheduled to mature on March 19, 2021, and the Revolving Facility has a scheduled maturity of March 19, 2019.
The Term Loans are payable in consecutive quarterly installments each in an aggregate principal amount of $562,500, with a final installment equal to the remaining principal balance of the Term Loans due on March 19, 2021. In the event our Consolidated Total Leverage Ratio (as such term is defined in the Credit Agreement) exceeds 2.5:1, we are also required to pay down the Term Loans by a percentage of annual excess cash flow, as defined in the Credit Agreement. Additional payments will be equal to 25% of annual excess cash flows if the Consolidated Total Leverage Ratio is between 2.5:1 and 3.0:1, increasing to 50% of annual excess cash flows if the Consolidated Total Leverage Ratio is greater than 3.0:1. We made a mandatory excess cash flow prepayment in March 2017 with respect to our results for the yearyears ended December 31, 2016,2019, 2018 and 2017, we placed in service internally developed software of approximately $141$6.0 million, $9.7 million and $32.1 million, respectively.
On December 27, 2019, we completed the sale of our corporate headquarters for proceeds of $43.2 million, and entered into a lease agreement for a reduced portion, approximately 60%, of the total square footage of the building. Assets written-off in March 2016connection with respect to our results for the year ended December 31, 2015,this transaction included building assets of $14.0 million, including furniture and equipment, and land of $6.7 million. We recorded a total gain on sale of approximately $27 million. We anticipate making a mandatory excess cash flow prepayment$21.8 million in the firstfourth quarter of 2018 with respect2019. The gain was recorded to our results for the year ended December 31, 2017, of approximately $6 million. We are further required to pay down the Term Loans with proceeds from certain asset sales or borrowings as defined in the Credit Agreement.
The debt facilities as of December 31, 2017Other (gains) and 2016 are as follows:
   December 31, 2017 December 31, 2016
(In thousands)
Facility
Maturity
 
Maximum
Facility
 
Amount
Outstanding
 
Amount
Available
 
Maximum
Facility
 
Amount
Outstanding
 
Amount
Available
Senior Debt:             
Term LoanMarch 19, 2021 $225,000
 $48,563
 $
 $225,000
 $191,813
 $
Revolving FacilityMarch 19, 2019 350,000
 85,000
 109,700
 675,000
 
 584,304
Total  575,000
 133,563
 109,700
 900,000
 191,813
 584,304
Other indebtedness:             
Line of creditAugust 20, 2018 12,500
 5,735
 6,765
 20,000
 
 20,000
Total  $587,500
 139,298
 $116,465
 $920,000
 191,813
 $604,304
Unamortized debt issuance costs  

 (5,173)     (5,066)  
Total senior debt, net    $134,125
     $186,747
  
The full amount of the revolving credit facility may be used for the issuance of letters of credit. At December 31, 2017 and 2016, the amounts available under the revolving credit facility were reduced by approximately $94.0 million and $90.7 million, respectively, for our outstanding letters of credit, resulting in availability of $109.7 million in our revolving credit facility, net of the $50 million of excess availability we must maintain on the Revolving Facility.
Borrowings under the Revolving Facility bear interest at varying rates equal to either the Eurodollar rate plus 1.50% to 3.00%, or the prime rate plus 0.50% to 2.00% (ABR), at our election (pursuant to the Fourth Amendment discussed below). The margins on the Eurodollar loans and on the ABR loans for borrowings under the Revolving Facility, which were 3.00% and 2.00%, respectively, at December 31, 2017, may fluctuate based upon an increase or decreasecharges in our Consolidated Total Leverage RatioStatement of Operations. The lease includes an initial term of 12 years, with two five year renewal option periods at our discretion. In accordance with ASC 842, we recorded operating lease right-of-use assets and operating lease liabilities of $19.0 million for this lease in our condensed consolidated balance sheet.
Note F — Leases
We lease space for all of our Rent-A-Center Business and Mexico stores under operating leases expiring at various times through 2026. In addition we lease space for certain support facilities under operating leases expiring at various times through 2032. Most of our store leases are five year leases and contain renewal options for additional periods ranging from three to five years at rental rates adjusted according to agreed-upon formulas. We evaluate all leases to determine if it is likely that we will exercise future renewal options and in most cases we are not reasonably certain of exercise due to competing market rental rates and lack of significant penalty or business disruption incurred by not exercising the renewal options. In certain store sales, we enter into lease assignment agreements with the buyer, but remain as defined by a pricing gridthe primary obligor under the original lease for the remaining active term. These assignments are therefore classified as subleases and the original lease is included in our operating lease right-of-use assets and operating lease liabilities in our condensed consolidated balance sheet.
We lease vehicles for all of our Rent-A-Center Business stores under operating leases with lease terms expiring twelve months after the Credit Agreement. The margins onstart date of the Eurodollar loanslease. We classify these leases as short-term and onhave elected the ABR loansshort-term lease exemption for Term Loans are 3.00%our vehicle leases, and 2.00%, respectively, but mayhave therefore excluded them from our operating lease right-of-use assets within our condensed consolidated balance sheet. We also fluctuate inlease vehicles for all of our Mexico stores which have terms expiring at various times through 2022 with rental rates adjusted periodically for inflation. Finally, we have a minimal number of equipment leases, primarily related to temporary storage and certain back office technology hardware assets.
For all of the eventleases described above, we have elected to use the all-in pricingpractical expedient not to separate the lease and non-lease components and account for these as a single component. We have also elected the practical expedients that remove the requirement to reassess whether expired or existing contracts contain leases and the requirement to reassess the lease classification for any subsequentexisting leases prior to the adoption date.
Operating lease right-of-use assets and operating lease liabilities are discounted using our incremental Term Loan exceedsborrowing rate, since the all-in pricing for prior Term Loans by more than 0.50% per annum. A commitment fee equal to 0.30% to 0.50%implicit rate is not readily determinable. We do not currently have any financing leases.
Operating lease costs are recorded on a straight-line basis within other store expenses in our condensed consolidated statements of operations.


5655





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Total operating lease costs by expense type:
 Twelve Months Ended
(in thousands)December 31, 2019
Operating lease cost included in other store expenses(1)
$148,314
Operating lease cost included in other charges9,222
Sublease receipts(7,683)
Total operating lease charges$149,853
(1) Includes short-term lease costs, which are not significant.
Supplemental cash flow information related to leases:
 Twelve Months Ended
(in thousands)December 31, 2019
Cash paid for amounts included in measurement of operating lease liabilities$120,826
Cash paid for short-term operating leases not included in operating lease liabilities27,402
Right-of-use assets obtained in exchange for new operating lease liabilities78,250
Weighted-average discount rate and weighted-average remaining lease term:
(in thousands)December 31, 2019
Weighted-average discount rate(1)
7.7%
Weighted-average remaining lease term (in years)4
(1) January 1, 2019 incremental borrowing rate was used for leases in existence at the unused portiontime of adoption of ASU 2016-02.
Reconciliation of undiscounted operating lease liabilities to the Revolving Facility is payable quarterly, and fluctuates dependent upon an increase or decrease in our Consolidated Total Leverage Ratio. The commitment feepresent value operating lease liabilities at December 31, 2019:
(In thousands)Operating Leases
2020$116,689
202186,279
202257,271
202331,352
202416,323
Thereafter21,473
Total undiscounted operating lease liabilities329,387
Less: Interest(44,346)
Total present value of operating lease liabilities$285,041
In accordance with ASC 840, future minimum rental payments for operating leases with remaining lease terms in excess of one year, at December 31, 2018:
(In thousands)Operating Leases
2019$145,345
2020116,785
202180,362
202247,417
202316,460
Thereafter2,280
Total future minimum rental payments$408,649


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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note G — Intangible Assets and Acquisitions
Goodwill Impairment Charge
In the fourth quarter of 2019, we completed a qualitative assessment for impairment of goodwill as of October 1, 2019, concluding it was not more likely than not that the carrying value of our reporting unit's net assets exceeded the reporting unit's fair value and therefore 0 impairment of goodwill existed as of December 31, 2019.
Intangible Assets
Amortizable intangible assets consist of the following:
   December 31, 2019 December 31, 2018
 (Dollar amounts in thousands)
Avg.
Life
(years)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Customer relationships2 $80,036
 $79,941
 $79,942
 $79,695
Vendor relationships9 9,760
 1,113
 860
 860
Non-compete agreements3 6,747
 6,727
 6,745
 6,493
Total other intangible assets  $96,543
 $87,781
 $87,547
 $87,048

Aggregate amortization expense (in thousands):
Year Ended December 31, 2019$723
Year Ended December 31, 2018$671
Year Ended December 31, 2017 (1)
$4,908

(1) Includes impairment charge of $3.9 million to our intangible assets, related to a vendor relationship in the Preferred Lease segment, recorded to Other (gains) and charges in our consolidated statement of operations during the first quarter of 2017.
Estimated amortization expense, assuming current intangible balances and no new acquisitions, for each of the years ending December 31, is as follows:
(In thousands)
Estimated
Amortization Expense
2020$1,031
2021906
2022890
2023890
2024890
Thereafter4,155
Total amortization expense$8,762

At December 31, 2019, the amount of goodwill attributable to the Rent-A-Center Business and Preferred Lease segments was approximately $1.5 million and $68.7 million, respectively. At December 31, 2018, the amount of goodwill allocated to the Rent-A-Center Business and Preferred Lease segment was approximately $1.5 million and $55.3 million, respectively.
A summary of the changes in recorded goodwill follows:
 Year Ended December 31,
 (In thousands)
2019 2018
Beginning goodwill balance$56,845
 $56,614
Additions from acquisitions13,700
 169
Post purchase price allocation adjustments(328) 62
Ending goodwill balance$70,217
 $56,845

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquisitions
On August 13, 2019, we completed the acquisition of substantially all of the assets of C/C Financial Corp. dba Merchants Preferred ("Merchants Preferred"), a nationwide provider of virtual lease-to-own services. The aggregate purchase price was approximately $46.4 million, including net cash consideration of approximately $28.0 million, and 701,918 shares of our common stock valued at $27.31 per share, as of the date of closing, less working capital adjustments of approximately $0.9 million.
Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. The following table provides the final estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:
(in thousands)August 13, 2019
Receivables$1,813
Prepaid expenses and other assets154
Rental merchandise17,904
Software4,300
Right of use operating leases404
Other intangible assets8,900
Goodwill13,403
Lease liabilities(487)
Net identifiable assets acquired$46,391

The fair value measurements were primarily based on significant unobservable inputs (level 3) developed using company-specific information. Certain fair value estimates were determined based on an independent valuation of the net assets acquired, including identifiable intangible assets, relating to dealer relationships, of $8.9 million, and software of $4.3 million. The fair value for dealer relationships and software were estimated using common industry valuation methods for similar asset types, based primarily on cost inputs and projected cash flows. The dealer relationships and software assets were both assigned remaining lives of 10 years.
In addition, we recorded goodwill of $13.4 million, which consists of the excess of the net purchase price over the fair value of the net assets acquired. The goodwill is not deductible for tax purposes.
A change in these valuations may also impact the income tax related accounts and goodwill. Merchants Preferred results of operations are reflected in our unaudited condensed consolidated statements of operations from the date of acquisition.
In connection with this acquisition, we recorded approximately $1.4 million in acquisition-related expenses during the twelve months ended December 31, 2019 including expenses related to legal, professional, and banking transaction fees. These costs were included in other (gains) and charges in our consolidated statement of operations.
The following table provides information concerning the other acquisitions, excluding Merchants Preferred, made during the years ended December 31, 2019, 2018 and 2017.
 Year Ended December 31,
(Dollar amounts in thousands)2019 2018 2017
Number of stores acquired remaining open
 1
 
Number of stores acquired that were merged with existing stores4
 6
 8
Number of transactions4
 7
 4
Total purchase price$504
 $2,048
 $2,547
Amounts allocated to:     
Goodwill$66
 $169
 $1,217
Customer relationships85
 289
 550
Rental merchandise353
 1,590
 780

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Purchase prices are determined by evaluating the average monthly rental income of the acquired stores and applying a multiple to the total for lease-to-own store acquisitions. Operating results of the acquired stores and accounts have been included in the financial statements since their date of acquisition.
The weighted average amortization period was approximately 54 months for intangible assets added during the year ended December 31, 2019. Additions to goodwill due to acquisitions in 2019 were tax deductible.
Note H — Accrued Liabilities
 December 31,
(In thousands)2019 2018
Accrued insurance costs$104,557
 $109,505
Accrued compensation38,547
 55,789
Deferred revenue52,589
 53,348
Taxes other than income28,397
 27,711
Income taxes payable
 26,797
Accrued legal settlement440
 11,000
Deferred compensation9,711
 8,687
Accrued interest payable1,391
 5,643
Deferred rent
 3,503
Accrued dividends15,912
 
Accrued other24,233
 35,476
Total Accrued liabilities$275,777
 $337,459

Note I — Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was enacted which, among other things, reduced the U.S. federal income tax rate from 35% to 21% in 2018, instituted a dividends received deduction for foreign earnings with a related tax for the deemed repatriation of unremitted foreign earnings in 2017, and created a new U.S. minimum tax on earnings of foreign subsidiaries. The Tax Act also allowed for 100% bonus depreciation for assets purchased after September 27, 2017, until December 31, 2023. We recognized an income tax benefit of $76.5 million in the year ended December 31, 2017, associated with the revaluation of the net deferred tax liability at the date of enactment. Our provisional estimate of the one-time transition tax resulted in $0.7 million of additional tax expense. We also recorded a federal provisional benefit of $9.7 million based on our intent to fully expense all qualifying expenditures. In 2018, we finalized our analysis over the one-year measurement period that ended on December 22, 2018, in accordance with SAB 118, resulting in an immaterial income tax benefit recorded in our consolidated statement of operations.
For financial statement purposes, income (loss) before income taxes by source was comprised of the following:
 Year Ended December 31,
(In thousands)2019 2018 2017
Domestic$212,406
 $11,290
 $(109,615)
Foreign11,377
 2,551
 (585)
Earnings (loss) before income taxes$223,783
 $13,841
 $(110,200)


59



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the federal statutory rate of 21% for 2019 and 2018 and 35% for 2017 to actual follows:
 Year Ended December 31,
 2019 2018 2017
Tax at statutory rate21.0 % 21.0 % 35.0 %
Tax Cuts and Jobs Act of 2017 %  % 70.3 %
State income taxes4.3 % 17.6 % (1.8)%
Effect of foreign operations, net of foreign tax credits0.3 % (1.2)% 3.5 %
Effect of current and prior year credits(2.7)% (31.4)% 1.7 %
Change in unrecognized tax benefits % 10.9 %  %
Other permanent differences0.2 % 14.9 %  %
Prior year return to provision adjustments(2.7)% 7.3 %  %
Adjustments to deferred taxes %  % 1.6 %
Valuation allowance1.2 % (0.5)% (1.6)%
Other, net0.8 %  % (2.7)%
Effective income tax rate22.4 % 38.6 % 106.0 %

The components of income tax expense (benefit) are as follows:
 Year Ended December 31,
(In thousands)2019 2018 2017
Current expense (benefit)     
Federal$(6,996) $(2,573) $(34,445)
State528
 816
 1,216
Foreign796
 724
 (1,417)
Total current(5,672) (1,033) (34,646)
Deferred expense (benefit)     
Federal37,309
 4,691
 (89,820)
State16,439
 3,325
 9,266
Foreign2,161
 (1,634) (1,653)
Total deferred55,909
 6,382
 (82,207)
Total income tax expense (benefit)$50,237
 $5,349
 $(116,853)


60



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets (liabilities) consist of the following:
 December 31,
(In thousands)2019 2018
Deferred tax assets   
Net operating loss carryforwards$34,928
 $56,701
Accrued liabilities45,671
 50,558
Intangible assets13,088
 20,346
Lease obligations71,104
 
Other assets including credits10,915
 23,070
Foreign tax credit carryforwards7,815
 6,601
Total deferred tax assets183,521
 157,276
Valuation allowance(43,555) (39,961)
Deferred tax assets, net139,966
 117,315
Deferred tax liabilities   
Rental merchandise(193,878) (177,794)
Property assets(24,513) (32,571)
Lease assets(69,035) 
Other liabilities(1,635) (453)
Total deferred tax liabilities(289,061) (210,818)
Net deferred taxes$(149,095) $(93,503)

At December 31, 2019, we have net operating loss carryforwards of approximately $360.0 million for state and $53.0 million for foreign jurisdictions, partially offset by valuation allowance. We also had federal, state and foreign tax credit carryforwards of approximately $15.9 million of which a portion has been offset by a valuation allowance. The net operating losses and credits will expire in various years between 2020 and 2039.
We file income tax returns in the U.S. and multiple foreign jurisdictions with varying statutes of limitations. In the normal course of business, we are subject to examination by various taxing authorities. We are currently under examination by certain Federal and state revenue authorities for the fiscal years 2013 through 2017. The following is a summary of all tax years that are open to examination.
U.S. Federal - 2013 and forward
U.S. States - 2013 and forward
Foreign - 2013 and forward
We do not anticipate that adjustments as a result of these audits, if any, will have a material impact to our consolidated statement of operations, financial condition, and statement of cash flows or earnings per share.
As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. In 2019, we increased the valuation allowance against net operating losses and credits in multiple state jurisdictions. The valuation allowance related to foreign deferred tax assets was decreased due to utilization of losses in the current year. However, management believes certain foreign losses and deferred tax assets will not be realized and has recorded a valuation allowance related to these assets.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:
 Year Ended December 31,
(In thousands)2019 2018 2017
Beginning unrecognized tax benefit balance$36,364
 $37,319
 $33,723
Reductions based on tax positions related to current year(654) (206) (2,280)
Additions for tax positions of prior years415
 735
 6,688
Reductions for tax positions of prior years(11,917) (488) (368)
Settlements
 (996) (444)
Ending unrecognized tax benefit balance$24,208
 $36,364
 $37,319

Included in the balance of unrecognized tax benefits at December 31, 2019, is $5.0 million, net of federal benefit, which, if ultimately recognized, will affect our annual effective tax rate.
During the next twelve months, we anticipate that it is reasonably possible that the amount of unrecognized tax benefits could be reduced by approximately $18.7 million either because our tax position will be sustained upon audit or as a result of the expiration of the statute of limitations for specific jurisdictions.
As of December 31, 2019, we have accrued approximately $3.1 million for the payment of interest for uncertain tax positions and recorded interest expense of approximately $346 thousand for the year then ended, which are excluded from the reconciliation of unrecognized tax benefits presented above. These amounts are net of the reversal of interest expense due to settlement of certain tax positions.
The effect of the tax rate change for items originally recognized in other comprehensive income was properly recorded in tax expense from continuing operations. This results in stranded tax effects in accumulated other comprehensive income at December 31, 2019. Companies can make a policy election to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects directly arising from the change in the federal corporate tax rate. We did not exercise the option to reclassify stranded tax effects within accumulated other comprehensive income in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act (or portion thereof) is recorded.
Note J— Senior Debt
On August 5, 2019, we entered into a new Term Loan Credit Agreement (the “Term Loan Credit Agreement”) providing for a seven-year $200 million senior secured term loan facility and an Asset Based Loan Credit Agreement (the “ABL Credit Agreement”) providing a five-year asset-based revolving credit facility (the “ABL Credit Facility”) with commitments of $300 million, the proceeds of which were used for the redemption of all of our outstanding senior notes. The amounts outstanding under the Term Loan Credit Agreement and ABL Credit Facility were $199.5 million and $40.0 million at December 31, 2019, respectively.
Proceeds from the Term Loan Credit Agreement were net of original issue discount of $2.0 million upon issuance from the lenders. In addition, in connection with the closing of the Term Loan Credit Agreement and the ABL Credit Agreement, we incurred approximately $6.3 million in debt issuance costs. The original issue discount and debt issuance costs will be amortized over the remaining terms of the respective credit agreements. As of December 31, 2019, the total unamortized balance of debt issuance costs relating to our senior debt and original issue discount reported in the Condensed Consolidated Balance Sheet were $6.7 million and $1.9 million, respectively.
We also utilize the ABL Credit Facility for the issuance of letters of credit. As of December 31, 2019, we have issued letters of credit in the aggregate amount of $92 million.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The debt facilities as of December 31, 2019 and 2018 are as follows:
   December 31, 2019 December 31, 2018
(In thousands)
Facility
Maturity
 
Maximum
Facility
 
Amount
Outstanding
 
Amount
Available
 
Maximum
Facility
 
Amount
Outstanding
 
Amount
Available
Senior Debt:             
Term LoanAugust 5, 2026 $200,000
 $199,500
 $
 $
 $
 $
ABL Credit FacilityAugust 5, 2024 300,000
 40,000
 168,200
 200,000
 
 95,900
Total  500,000
 239,500
 168,200
 200,000
 
 95,900
Other indebtedness:             
Line of credit  
 
 
 12,500
 
 12,500
Total  $500,000
 239,500
 $168,200
 $212,500
 
 $108,400
Unamortized debt issuance costs  

 (8,587)     
 
(1) 
Total senior debt, net    $230,913
     $
  

(1) At December 31, 2018 there was $2.6 million in unamortized debt issuance costs included in other assets on the consolidated balance sheet.
Term Loan Credit Agreement
The Term Loan Credit Agreement, which matures on August 5, 2026, amortizes in equal quarterly installments at a rate of 1.00% per annum of the original principal amount thereof, with the remaining balance due at final maturity. Interest on the Term Loan Credit Agreement will accrue at the Eurodollar rate plus an applicable margin equal to 0.50%4.50%. The margin on the Term Loan Credit Agreement was 6.25% at December 31, 2019.
The Term Loan Credit Agreement permits the Company to prepay the term loans, in whole or in part, without penalty on or after the six-month anniversary of the unused portionClosing Date. It also permits the Company to incur incremental term loans in an aggregate amount equal to $150 million plus the amount of voluntary prepayments of the Revolving Facility.term loans and an unlimited amount subject to a pro forma consolidated senior secured leverage ratio of not greater than 2.00 to 1.00, subject to certain other conditions.
Our borrowingsThe obligations under the Term Loan Credit Agreement are subject toguaranteed by certain exceptions,of our subsidiaries. The Term Loan Credit Agreement and the guarantees are secured byon a security interest infirst-priority basis by substantially all of ourthe tangible and intangible assets including intellectual property, and are also secured by a pledge of the Company and the guarantors, other than collateral subject to a first-priority lien under the ABL Credit Agreement, consisting of, among other things, accounts receivable, inventory and bank accounts (and funds on deposit therein), in which the Term Loan Credit Agreement and the guarantees have a second-priority security interest, in each case, subject to certain exceptions.
The Term Loan Credit Agreement contains covenants that are usual and customary for facilities and transactions of this type and that, among other things, restrict the ability of the Company and its restricted subsidiaries to:
create certain liens and enter into certain sale and lease-back transactions, excluding the sale and lease-back of the Company headquarters;
create, assume, incur or guarantee certain indebtedness;
consolidate or merge with, or convey, transfer or lease all or substantially all of the Company’s and its restricted subsidiaries’ assets, to another person
pay dividends or make other distributions on, or repurchase or redeem, the Company’s capital stock of our U.S. subsidiaries.or certain other debt; and
Subjectmake other restricted payments.
These covenants are subject to a number of limitations and exceptions set forth in the Term Loan Credit Agreement. We are currently permitted to pay dividends and repurchase the Company's common stock without limitation.
The Term Loan Credit Agreement contains, without limitation,provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, that generally limit our abilityagreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries.
ABL Credit Agreement
The ABL Credit Facility will mature on August 5, 2024. The Borrowers (as defined in the ABL Credit Agreement) may borrow only up to the lesser of the level of the then-current Borrowing Base and the ability of our subsidiaries to:
incur additional debt;
repurchase capital stock, repurchase 6.625% notes and 4.75% notes and/or pay cash dividends when the Consolidated Total Leverage Ratio is greater than 3.75:1 (subject to an exception for cash dividends in an amount not to exceed $15 million annually);
incur liens or other encumbrances;
merge, consolidate or sell substantially all property or business;
sell, lease or otherwise transfer assets (other than in the ordinary course of business);
make investments or acquisitions (unless they meet financial tests and other requirements); or
enter into an unrelated line of business.
Since the Consolidated Total Leverage Ratio at December 31, 2017 is greater than 3.75:1, we are limited to acommitted maximum of $15.0 million in dividend payments for the fiscal year. As of December 31, 2017, we have paid dividends of $12.8 million.
The Fourth Amendment removed or modified certain covenants under the Credit Agreement, including:
the maximum Consolidated Total Leverage Ratio was removed;
the maximum Consolidated Senior Secured Leverage Ratio was removed;
the minimum Consolidated Fixed Charge Coverage Ratio was reduced from 1.50:1 to 1.10:1 and the definitions of Consolidated Fixed Charges and Consolidated Fixed Charge Coverage Ratio were modified. In addition, the sole consequence of a breach of this covenant shall be that a Minimum Availability Period shall result, which impacts the borrowing capacity under the Loans;of $300
any guarantee obligations of Foreign Subsidiaries may not exceed an aggregate of $10 million outstanding at any time;
indebtedness, including Capital Lease Obligations, mortgage financings and purchase money obligations that are secured by Liens permitted under the Credit Agreement, may not exceed an aggregate outstanding amount of $10 million, unless such Indebtedness was outstanding on the effective date of the Fourth Amendment; and
63
removed certain Permitted Investments, and modified Permitted Acquisitions, which is now tied to certain performance criteria, including the Borrowing Base.
As a result of the Fourth Amendment, we are no longer required to maintain a certain Consolidated Total Leverage Ratio or Consolidated Senior Secured Leverage Ratio, and we are prohibited from repurchasing our common stock and senior notes for the remaining term of the Credit Agreement. In addition, under the Fourth Amendment, we agreed to provide additional collateral protections to secure the obligations under the Credit Agreement.

RENT-A-CENTER, INC. AND SUBSIDIARIES
The Fourth Amendment reduced the total capacity of the Revolving Facility from $675 million to $350 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

million. The Fourth Amendment also modified the borrowing terms of the revolving loans under the Credit Agreement, which, as amended, establishes that the aggregate outstanding amounts (including after any draw request) not exceed the Borrowing Base. The Borrowing Base is tied to the Company’s Eligible Installment Sales Accounts, Inventory and Eligible Rental Contracts, reduced by Reserves, as defined in addition to Reserves and the Term Loan Reserve.ABL Credit Agreement. We will provide to the Agent information necessary to calculate the Borrowing Base within 30 days of the end of each calendar month, unless the remaining availability of the Revolving Facilityliquidity is less than 20%15% of the maximum borrowing capacity of the Revolving FacilityABL Credit Agreement or $60$45 million, in which case the Companywe must provide weekly information.
Interest is payable on the ABL Credit Facility at a fluctuating rate of interest determined by reference to the Eurodollar rate plus an applicable margin of 1.50% to 2.00%. The margin on the ABL Credit Facility was 3.25% at December 31, 2019. A commitment fee equal to 0.250% to 0.375% of the unused portion of the ABL Credit Facility fluctuates dependent upon average utilization for the prior month as defined by a pricing grid included in the ABL Credit Agreement. The commitment fee at December 31, 2019 was 0.375%. We paid $0.5 million of commitment fees during the fourth quarter of 2019.
Letters of credit are limited to the lesser of (x) $150 million, subject to certain limitations, and (y) the aggregate unused availability then in effect.
Subject to certain conditions, the ABL Credit Facility may be expanded by up to $100 million in additional commitments, subject to a pro forma fixed charge coverage ratio being greater than 1.10 to 1.00.
The obligations under the ABL Credit Agreement as modifiedare guaranteed by the Fourth Amendment permits us to increase the amountCompany and certain of the Term Loans and/orCompany’s subsidiaries. The ABL Credit Agreement and the Revolving Facility from timeguarantees are secured on a first-priority basis on all our and the guarantors’ accounts receivable, inventory and bank accounts (and funds on deposit therein) and a second-priority basis on all of the tangible and intangible assets (second in priority to time on up to three occasions, in an aggregate amount of no more than $100 million. We may request an Incremental Revolving Loan or Incrementalthe liens securing the Term Loan provided that at the timeCredit Agreement) of such request, wepersons, in each case, subject to certain exceptions.
The ABL Credit Agreement contains covenants that are notusual and customary for facilities and transactions of this type and are substantially the same as covenants in default, have obtained the consentTerm Loan Credit Agreement. The ABL Credit Facility also requires the maintenance of the administrative agent and the lenders providing such increase, and after giving effect thereto, (i) thea Consolidated Fixed Charge Coverage Ratio on a pro forma basis is no less than 1.10:1, (ii) the Total Revolving Extensions of

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Credit do not exceed the Borrowing Base, and (iii) if the request occurs during a Minimum Availability Period, the Availability must be more than the Availability Threshold Amount.
The Fourth Amendment permits the Agent, in its sole discretion, to make loans to us that it deems necessary or desires (i) to preserve or protect the Collateral, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or requirement to be paid by the Company pursuant to the terms of the Credit Agreement. The aggregate amount of such Protective Advances outstanding at any time may not exceed $35 million.
In connection with the Fourth Amendment, we recorded a write-down of previously unamortized debt issuance costs of approximately $1.9 million in the second quarter of 2017. In addition, we paid arrangement and amendment fees to the Agent and the lenders that provided their consent to the Amendment of approximately $5.3 million, which were capitalized in the second quarter of 2017 and will be amortized to interest expense over the remaining term of the agreement.
We also utilize our Revolving Facility for the issuance of letters of credit, as well as to manage normal fluctuations in operational cash flow caused by the timing of cash receipts. In that regard, we may from time to time draw funds under the Revolving Facility for general corporate purposes. Amounts are drawn as needed due to the timing of cash flows and are generally paid down as cash is generated by our operating activities. We believe the cash flow generated from operations, together with amounts available under our Credit Agreement, will be sufficient to fund our operations during the next 12 months. As of December 31, 2017, we have issued letters of credit in the aggregate amount of $94 million.
The table below shows the required and actual ratios under the Credit Agreement calculated as of December 31, 2017:
Required RatioActual Ratio
Consolidated Fixed Charge Coverage RatioNo less than1.10:10.11:1
The actual Consolidated Fixed Charge Coverage ratio was calculated pursuant to the Credit Agreement by dividing the sum of consolidated EBITDA minus Unfinanced Capital Expenditures minus the excess (to the extent positive) of (i) expenses for income taxes paid in cash minus (ii) cash income tax refunds received) for the 12-month period ending December 31, 2017 ($5.3 million), by consolidated fixed charges for the 12-month period ending December 31, 2017 ($47.5 million). For purposes of the calculation, “consolidated fixed charges” is defined as the sum of consolidated interest expense and scheduled principal payments on indebtedness actually made during such period. The actual Consolidated Fixed Charge Coverage Ratio of 0.11:1 as of December 31, 2017 was below the minimum requirement of 1.10:1 as(as defined in the Fourth Amendment modifications above. As a resultABL Credit Agreement) of being out1.10 to 1.00 at the end of compliance with this covenant, we must maintain $50.0 million of excess availability on the Revolving Facility. Availability under our Revolving Facility was $109.7 million at December 31, 2017, net of the $50 million of excess availability we must maintain on the Revolving Facility.
Eventseach fiscal quarter when either (i) certain specified events of default under the Credit Agreement include customary events, such as a cross-acceleration provision in the event that we default on other debt. In addition, an event of default under the Credit Agreement would occur if a change of control occurs. Thishave occurred and are continuing or (ii) availability is definedless than or equal to include the case where a third party becomes the beneficial owner of 35% or more of our voting stock or a majority of Rent-A-Center’s Board of Directors are not Continuing Directors (all of the current members of our Board of Directors are Continuing Directors under the Credit Agreement). An event of default would also occur if one or more judgments were entered against us of $50.0 million or more and such judgments were not satisfied or bonded pending appeal within 30 days after entry.
In addition to the Revolving Facility discussed above, we maintain a $12.5 million unsecured, revolving line of credit with INTRUST Bank, N.A. to facilitate cash management. As of December 31, 2017, we had $5.7 million outstanding borrowings against this line of credit and no outstanding borrowings at December 31, 2016. The line of credit renews annually. Borrowings under the line of credit bear interest at the greater of a variable rate or 2.00%.$33.75 million and 15% of the line cap then in effect.

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ABL Credit Agreement provides for customary events of default that are substantially the same as events of default in the Term Loan Credit Agreement.
The table below shows the scheduled maturity dates of our outstanding debt at December 31, 20172019 for each of the years ending December 31: 
(in thousands)Term Loan ABL Credit Facility Total
2020$2,000
 $
 $2,000
20212,000
 
 2,000
20222,000
 
 2,000
20232,000
 
 2,000
20242,000
 40,000
 42,000
Thereafter189,500
 
 189,500
Total senior debt$199,500
 $40,000
 $239,500
(in thousands)Term Loan Revolving Facility INTRUST Line of Credit Total
2018$2,250
 $
 $5,735
 $7,985
20192,250
��85,000
 
 87,250
20202,250
 
 
 2,250
202141,813
 
 
 41,813
2022
 
 
 
Thereafter
 
 
 
Total senior debt$48,563
 $85,000
 $5,735
 $139,298

Note JK Subsidiary Guarantors - Senior Notes
On November 2, 2010, we issued $300.0$300 million in senior unsecured notes due November 2020, bearing interest at 6.625%, pursuant to an indenture dated November 2, 2010, among Rent-A-Center, Inc., its subsidiary guarantors and The Bank of New York Mellon Trust Company, as trustee. A portion of the proceeds of this offering were used to repay approximately $200.0 million of outstanding term debt under our Prior Credit Agreement. The remaining net proceeds were used to repurchase shares of our common stock. The principal amount of the 6.625% notes outstanding as of December 31, 2017 and 2016, was $292.7 million, reduced by $1.8 million and $2.5 million of unamortized issuance costs, respectively.
Onon May 2, 2013, we issued $250.0$250 million in senior unsecured notes due May 2021, bearing interest at 4.75%, pursuant to an indenture dated May 2, 2013, among Rent-A-Center, Inc., its subsidiary guarantors and The Bank of New York Mellon Trust Company, as trustee. A portion of the proceeds of this offering were used to repurchase shares of our common stock under a $200.0 million accelerated stock buyback program. The remaining net proceeds were used to repay outstanding revolving debt under our Prior Credit Agreement. The principal amount of the 4.75% notes outstanding as of December 31, 2017 and 2016, was $250.0 million, reduced by $2.1 million and $2.8 million of unamortized issuance costs, respectively.
The indentures governing the 6.625% notes and the 4.75% notes are substantially similar. Each indenture contains covenants that limit our ability to:
incur additional debt;
sell assets or our subsidiaries;
grant liens to third parties;
pay cash dividends or repurchase stock when total leverage is greater than 2.50:1 (subject to an exception for cash dividends in an amount not to exceed $20 million annually); and
engage in a merger or sell substantially all of our assets.
Events of default under each indenture include customary events, such as a cross-acceleration provision in the event that we default in the payment of other debt due at maturity or upon acceleration for default in an amount exceeding $50.0 million, as well as in the event a judgment is entered against us in excess of $50.0 million that is not discharged, bonded or insured.
The 6.625% notes may be redeemed on or after November 15, 2015, at our option, in whole or in part, at a premium declining from 103.313%. The 6.625% and 4.75% senior notes may bewere redeemed on or after November 15, 2018, at our option, in whole or in part, at par. The 6.625% notes also require that upon the occurrence of a change of control (as defined in the 2010 indenture), the holders of the notes have the right to require us to repurchase the noteseffective August 5, 2019, at a price equal to 101%100% of the original aggregatetheir principal amount together withplus accrued and unpaid interest if any, to, but excluding, the dateredemption date. As of repurchase.December 31, 2018, we had $540.0 million in senior notes outstanding, net of unamortized issuance costs.
The 4.75%In connection with redeeming the senior unsecured notes, may be redeemed on or after May 1, 2016, at our option, in whole or in part, atwe recorded a premium declining from 103.563%. The 4.75% notes may be redeemed on or after May 1, 2019, at our option, in whole or in part, at par. The 4.75% notes also require that upon the occurrencewrite-down of a changepreviously unamortized debt issuance costs of control (as definedapproximately $2.0 million in the 2013 indenture), the holdersthird quarter of the notes have the right to require us to repurchase the notes at a price equal to 101% of the original aggregate principal amount, together with accrued and unpaid interest, if any, to the date of repurchase.2019.
Any mandatory repurchase of the 6.625% notes and/or the 4.75% notes would trigger an event of default under our Credit Agreement. We are not required to maintain any financial ratios under either of the indentures.


5964





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Rent-A-Center and its subsidiary guarantors have fully, jointly and severally, and unconditionally guaranteed the obligations of Rent-A-Center with respect to the 6.625% notes and the 4.75% notes. Rent-A-Center has no independent assets or operations, and each subsidiary guarantor is 100% owned directly or indirectly by Rent-A-Center. The only direct or indirect subsidiaries of Rent-A-Center that are not guarantors are minor subsidiaries. There are no restrictions on the ability of any of the subsidiary guarantors to transfer funds to Rent-A-Center in the form of loans, advances or dividends, except as provided by applicable law.
Note KL — Commitments and Contingencies
Leases
We lease space for substantially all of our Core U.S. and Mexico stores, certain support facilities and the majority of our delivery vehicles under operating leases expiring at various times through 2023. Certain of the store leases contain escalation clauses for increased taxes and operating expenses. Rental expense was $209.7 million, $231.3 million and $239.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Future minimum rental payments under operating leases with remaining lease terms in excess of one year at December 31, 2017 are as follows:
(In thousands)Operating Leases
2018$158,347
2019125,843
202094,362
202157,630
202226,328
Thereafter3,729
Total future minimum rental payments$466,239
Contingencies
From time to time, the Company, along with our subsidiaries, is party to various legal proceedings arising in the ordinary course of business. We reserve for loss contingencies that are both probable and reasonably estimable. We regularly monitor developments related to these legal proceedings, and review the adequacy of our legal reserves on a quarterly basis. We do not expect these losses to have a material impact on our condensed consolidated financial statements if and when such losses are incurred.
We are subject to unclaimed property audits by states in the ordinary course of business. We recently reached settlement agreements for the comprehensive multi-state unclaimed property audit. The property subject to review in thisthe audit process includedinclude unclaimed wages, vendor payments and customer refunds. State escheat laws generally require entities to report and remit abandoned and unclaimed property to the state. Failure to timely report and remit the property can result in assessments that could include interest and penalties, in addition to the payment of the escheat liability itself. We routinely remit escheat payments to states in compliance with applicable escheat laws. The negotiated settlements did not have a material adverse impact to our financial statements.
Alan Hall, et. al. v. Rent-A-Center, Inc., et. al.; James DePalma, et. al. v. Rent-A-Center, Inc., et. al. On December 23, 2016, a putative class action was filed against us and certain of our former officers by Alan Hall in federal court in Sherman, Texas. The complaint alleges that the defendants violated Section 10(b) and/or Section 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by issuing false and misleading statements and omitting material facts regarding our business, including implementation of our point-of-sale system, operations and prospects during the period covered by the complaint. The complaint purports to be brought on behalf of all purchasers of our common stock from July 27, 2015 through October 10, 2016, and seeks damages in unspecified amounts and costs, fees, and expenses. A complaint filed by James DePalma also in Sherman, Texas alleging similar claims was consolidated by the court into the Hall matter. On October 19, 2017, the magistrate judge entered a recommendation to deny our motion to dismiss the complaint to the district judge who will decide the issue. We filed our objections to the magistrate's recommendation on November 2, 2017. On December 14, 2017, the district judge issued an order adopting the magistrate's report and denying our motion to dismiss the complaint. Discovery in this matter has now commenced. A hearing on class certification is scheduled for September 19, 2018. We continue to believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that we will be found to have no liability in this matter.
Kevin Paul, derivatively and on behalf of Rent-A-Center, Inc. v. Robert D. Davis et. al.; Sheila Coleman, derivatively and on behalf of Rent-A-Center, Inc. v. Robert D. Davis et. al.; Michael Downing, derivatively and on behalf of Rent-A-Center, Inc. v. Mark E. Speese et. al. On March 15 and 16, 2017, substantially similar shareholder derivative suits were filed against certain current and

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RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

former officers and directors and, nominally, against us, in state court in Dallas County, Texas. Another substantially similar shareholder derivative suit was filed against certain current and former officers and directors and, nominally, against us, in state court in Collin County, Texas on May 8, 2017. All three of the cases have been consolidated in state court in Dallas County, Texas. The lawsuits allege that the defendants breached their fiduciary duties owed to Rent-A-Center and otherwise mismanaged the affairs of the company as it concerns public statements made related to our point-of-sale system, operational results of our Acceptance Now segment, and our revenues and profitability. The petitions in these suits claim damages in unspecified amounts; seek an order directing the Company to make various changes to corporate governance and internal procedures, including putting forth a shareholder vote on various governance matters; restitution from the individual defendants; and cost, fees and expenses. We believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that the individual defendants will be found to have no liability in this matter.
Arnaud van der Gracht de Rommerswael, derivatively and on behalf of Rent-A-Center, Inc. v. Mark Speese et. al. On April 3, 2017, another shareholder derivative suit was filed against certain current and former officers and directors, JPMorgan Chase Bank, N.A., The Bank of New York Mellon Trust Company, N.A., and, nominally, against us, in federal court in Sherman, Texas. The complaint alleges that the defendants breached their fiduciary duties owed to Rent-A-Center and otherwise mismanaged the affairs of the company as it concerns (i) public statements made related to the rollout of our point-of-sale system; (ii) compensation paid to Guy Constant and Robert Davis surrounding their resignations; and (iii) change-of-control language in certain debt agreements, which the suit alleges impacts shareholders’ willingness to vote for a slate of directors nominated by Engaged Capital Flagship Master Fund, LP. (“Engaged Capital”). The complaint claims damages in unspecified amounts, disgorgement of benefits from alleged breaches of duty by the individual defendants; an order declaring that certain language in the debt agreements is unenforceable; an order enjoining the lender defendants from enforcing certain provisions in the debt agreements; an order directing the Company’s board to approve Engaged Capital’s slate of directors; an order directing the Company to make unspecified changes to corporate governance and internal procedures; and costs, fees, and expenses.
In response to the motion to dismiss filed by the defendants on April 25, 2017, the plaintiff amended his complaint on May 9, 2017 and on May 19, 2017. The amended complaint alleges breach of fiduciary duty, unjust enrichment and waste of corporate assets related to alleged acts for the purposes of entrenching board members, including the approval of change-of-control language in certain debt agreements, the implementation of the point-of-sale system, and the severance compensation paid to Guy Constant and Robert Davis.
On July 10, 2017, the plaintiff’s claims against JPMorgan Chase Bank, N.A. and The Bank of New York Mellon Trust Company, N.A. were dismissed.
On October 12, 2017, the court issued an order requiring plaintiffs to re-plead the claims related to our point-of-sale system, and denying the motion to dismiss with respect to the waste and entrenchment claims. The plaintiffs failed to re-plead the claims related to our point-of-sale system. Discovery with respect to the remaining waste and entrenchment clams has now commenced.
We continue to believe that these claims are without merit and intend to vigorously defend ourselves. However, we cannot assure you that the defendants will be found to have no liability in this matter.
Blair v. Rent-A-Center, Inc. This matter iswas a state-wide class action complaint originally filed on March 13, 2017 in the Federal District Court for the Northern District of California. The complaint allegesalleged various claims, including that our cash sales and total rent to own prices exceedexceeded the pricing permitted under theCalifornia's Karnette Rental-Purchase Act. In addition,Following a court-ordered mediation on March 28, 2019, we reached an agreement in principle to settle this matter for a total of $13 million, including attorneys’ fees. The settlement was approved by the court in October 2019. We have denied any liability in the settlement and agreed to the settlement in order to avoid additional expensive, time-consuming litigation. We recorded the pre-tax charge for this settlement in the first quarter of 2019, and the settlement amount was paid in November 2019.
Velma Russell v. Acceptance Now.This purported class action arising out of calls made by Acceptance Now to customers’ reference (s) was filed on January 29, 2019 in Massachusetts state court. Specifically, plaintiffs allege that we failsought to givecertify a class representing any references of customers a fully executed rental agreement and that all such rental agreements(within the state of Massachusetts) during the 4 years prior to the filing date that were issued to customers unsigned are void under thecontacted by Acceptance Now more frequently during a 12 month period than is permitted by Massachusetts state law. The plaintiffs arewere seeking statutory damages under the Karnette Rental-Purchase Act which range from $100 - $1,000 per violation, injunctive relief and attorney’s fees.statutory damages of $25 per reference which may be tripled to $75 per reference. References are not parties to our consumer arbitration agreement. We believeoperate 12 Acceptance Now locations in Massachusetts. Mediation took place in September 2019. We reached an agreement in principle in December 2019 to settle this matter. The settlement amount is immaterial and was recorded in the fourth quarter of 2019.
Federal Trade Commission civil investigative demand. As previously disclosed, in April 2019 Rent-A-Center, Inc. (the “Company”) received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (“FTC”) seeking information regarding certain transactions involving the purchase and sale of customer lease agreements, and whether such transactions violated the FTC Act. On February 21, 2020, the FTC notified the Company that these claimsit had accepted for public comment an Agreement Containing Consent Order ("Agreement"). We expect the Agreement to be finally approved by the FTC following the 30-day public comment period which commenced on February 26, 2020. This Agreement is for settlement purposes only. While not admitting any wrongdoing, the Company chose to settle the CID after many months of legal expenses and cooperating with the FTC investigation, and no fines or penalties were assessed against the Company. The settlement permits us to continue purchasing and selling customer lease agreements so long as such agreements are without meritnot contractually interdependent or contingent on a reciprocal transaction, and intenddoes not require any material changes to vigorously defend ourselves. However, we cannot assure you that we will be found to have no liability in this matter.the Company's current business practices.

Note L — Other Charges and Credits - Cost of Revenues
Write-down of Rental Merchandise. During 2015, we projected that we would not recover the carrying value of certain smartphones. We recorded a $34.7 million impairment charge, included in cost of revenues in the accompanying statement of operations.
Note M — Other (Gains) and Charges - Operating Expenses
Cost Savings Initiatives. During 2018, we began execution of multiple cost savings initiatives, including reductions in overhead and supply chain, resulting in pre-tax charges during 2019 consisting of $4.9 million in lease impairment charges, $2.6 million in severance and other payroll-related costs, $2.3 million in other miscellaneous shutdown and holding costs, and $0.4 million in disposal of fixed assets. Costs incurred during 2018 related to these initiatives included pre-tax charges of $13.1 million in severance and other payroll-related costs, $6.8 million in contract termination fees, $2.3 million in other miscellaneous shutdown costs, $3.4 million in lease obligation costs, $1.9 million in legal and advisory fees, $1.9 million related to the write-down of capitalized software, and $1.0 million in disposal of fixed assets.
Store Consolidation Plan. During 2019, we closed 88 Rent-A-Center Business stores, resulting in pre-tax charges of $3.7 million in lease impairment charges, $2.3 million in other miscellaneous shutdown and holding costs, $0.9 million in disposal of fixed assets, and $0.4 million in severance and other payroll-related costs. During 2018, we closed 138 Rent-A-Center Business stores and 9 locations in Mexico, resulting in pre-tax charges of $11.2 million, consisting of $8.1 million in lease obligation costs, $1.6 million in disposal of fixed assets, $1.3 million in other miscellaneous shutdown costs, and $0.2 million in severance and other payroll-related cost.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Vintage Settlement. On April 22, 2019, we agreed to settle (the "Vintage Settlement") all litigation with Vintage Rodeo Parent, LLC, Vintage Rodeo Acquisition, Inc., Vintage Capital Management, LLC (collectively, "Vintage Capital") and B. Riley Financial, Inc. ("B. Riley") relating to our termination of the Agreement and Plan of Merger (the "Merger Agreement") among Vintage Rodeo Parent, LLC, Vintage Rodeo Acquisition, Inc. and Rent-A-Center, Inc. In the Vintage Settlement, we received a payment of $92.5 million in cash in May 2019, of which we retained net pre-tax proceeds of approximately $80 million following payment of all remaining costs, fees and expenses relating to the termination (the "Vintage Settlement Proceeds"). The Vintage Settlement was recorded as a pre-tax gain upon receipt.
Merchants Preferred Acquisition. On August 13, 2019, we completed the acquisition of substantially all of the assets of Merchants Preferred, a nationwide virtual lease-to-own provider. In connection with this acquisition, we recorded approximately $1.4 million in acquisition-related expenses during 2019 including expenses related to legal, professional, and banking transaction fees.
Sale/Partial Leaseback of Corporate Headquarters. On December 27, 2019, we completed the sale of our corporate headquarters for proceeds of $43.2 million, and entered into a lease agreement for a reduced portion, approximately 60%, of the total square footage of the building. In connection with the sale, we recorded a total gain of approximately $21.8 million in the fourth quarter of 2019.
Write-down of Capitalized Software. During 2018 and 2017, we discontinued certain IT software projects and as a result incurred pre-tax charges of $1.2 million and $18.2 million, respectively, related to the write-down of capitalized assets and termination of associated license agreements.
Effects of Hurricanes. During the second half of 2018, Hurricane Florence and Michael caused damage in North Carolina, South Carolina, and Florida resulting in pre-tax expenses of approximately $0.6 million for inventory losses, store repair costs, fixed asset write-offs, and employee assistance. During the third quarter of 2017, Hurricanes Harvey, Irma and Maria caused significant damage in the continental United States and surrounding areas, including Texas, Florida, and Puerto Rico, resulting in pre-tax expenses of approximately $4.5 million for inventory losses, store repair costs, fixed asset write-offs, and employee assistance. Approximately $2.1 million of these pre-tax expenses related to Hurricanes Harvey and Irma, while the remaining $2.4 million related to Hurricane Maria.
Preferred Lease (previously Acceptance NowNow) Store Closures. During the first six months of 2017, we closed 319 Acceptance Now mannedPreferred Lease staffed locations and 9 Acceptance Now directPreferred Lease virtual locations, related to the hhgregg bankruptcy and liquidation plan and the Conn's referral contract termination. These closures resulted in pre-tax charges of $19.2 million for the year ended December 31, 2017, consisting primarily of rental merchandise losses, disposal of fixed assets, and other miscellaneous labor and shutdown costs. In addition, we recorded a pre-tax impairment charge of $3.9 million to our intangible assets for our discontinued vendor relationship.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Corporate Cost Rationalization. During the first nine months of 2017, we executed a head count reduction that impacted approximately 10% of our field support center workforce. This resulted in pre-tax charges for severance and other payroll-related costs of approximately $3.4 million for the year ended December 31, 2017.
Effects of Hurricanes. During the third quarter of 2017, Hurricanes Harvey, Irma and Maria caused significant damage in the continental United States and surrounding areas, including Texas, Florida, and Puerto Rico, resulting in pre-tax expenses of approximately $5.4 million for inventory losses, store repair costs, fixed asset write-offs, and employee assistance. Approximately $2.1 million of these pre-tax expenses related to Hurricanes Harvey and Irma, while the remaining $3.3 million related to Hurricane Maria.
Write-down of Capitalized Software. During the fourth quarter of 2017 we discontinued certain IT software projects and as a result incurred pre-tax charges of $18.2 million, related to the write-down of capitalized assets and termination of associated license agreements.
Core U.S. Store and Acceptance Now Consolidation Plan. During the second quarter of 2016, we closed 167 Core U.S. stores and 96 Acceptance Now locations, resulting in pre-tax charges of $20.1 million consisting of lease obligation costs, disposal of fixed assets, and other miscellaneous shutdown costs. During 2015, we closed 65 Core U.S. stores resulting in pre-tax restructuring charges of $4.3 million consisting of lease obligations costs, accelerated depreciation and disposal of fixed assets and inventory and other miscellaneous shutdown costs.
Mexico Store Consolidation Plan. During the first quarter of 2016, we closed 14 stores in Mexico, resulting in pre-tax charges of $2.3 million in the Mexico segment for disposal of rental merchandise, disposal of fixed assets and leasehold improvements, and other miscellaneous shutdown costs. During 2015, we closed 34 stores in Mexico. These store closures resulted in pre-tax charges of $3.0 million in the Mexico segment for disposal of fixed assets and leasehold improvements, and other miscellaneous shutdown costs.
Claims Settlement. In the fourth quarter of 2016, we recognized a gain of $2.2 million related to a legal claims settlement.
Sourcing and Distribution Network Startup Costs. As part of our transformational sourcing and distribution initiative, we entered into an agreement with a third-party logistics partner. As a result, we incurred one-time costs to set up new warehousing facilities and distribution routes and we incurred other charges to close existing warehouse space and terminate employees. The pre-tax charges for these items were approximately $2.8 million for the year ended December 31, 2015, reflected in the Core U.S. segment.
Sale of Stores. During 2015, we incurred pre-tax losses of $7.2 million on the sale of 40 Core U.S. stores to a franchisee and $0.3 million on the sale of 14 Core U.S. stores in Canada. We also incurred losses on the sale and closure of other Core U.S. stores of $1.1 million in 2015.
Corporate Cost Rationalization. During 2015, we eliminated certain departments and functions in our field support center as a part of our efforts to transform and modernize our operations company-wide. This resulted in pre-tax charges for severance and other payroll-related costs of approximately $2.0 million for the year ended December 31, 2015.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Activity with respect to other charges for the yearyears ended December 31, 20172018 and 2019 is summarized in the below table:
(In thousands)Accrued Charges at December 31, 2017 Charges & Adjustments Payments & Adjustments  Accrued Charges at December 31, 2018 Charges & Adjustments Payments & Adjustments  Accrued Charges at December 31, 2019
Cash charges:             
Labor reduction costs$1,674
 $13,321
 $(7,372) $7,623
 $3,039
 $(9,924) $738
Lease obligation costs(1)
2,105
 11,952
 (9,175) 4,882
 
 (4,882) 
Contract termination costs
 6,750
 (6,750) 
 
 
 
Other miscellaneous
 2,696
 (2,696) 
 4,615
 (4,615) 
Total cash charges$3,779
 34,719
 $(25,993) $12,505
 7,654
 $(19,421) $738
Non-cash charges:             
Rental merchandise losses  620
     
    
Asset impairments(2)
  6,825
     9,938
    
Other(3)
  17,160
     (78,320)    
Total other charges (gains)  $59,324
     $(60,728)    

(In thousands)Accrued Charges at December 31, 2015 Charges & Adjustments Payments  Accrued Charges at December 31, 2016 Charges & Adjustments Payments  Accrued Charges at December 31, 2017
Cash charges:             
Labor reduction costs$3,340
 $1,380
 $(3,327) $1,393
 $3,765
 $(3,484) $1,674
Lease obligation costs1,229
 15,198
 (9,799) 6,628
 457
 (4,980) 2,105
Other miscellaneous
 1,455
 (1,455) 
 723
 (723) 
Total cash charges$4,569
 18,033
 $(14,581) $8,021
 4,945
 $(9,187) $3,779
Non-cash charges:             
Rental merchandise losses  287
     18,417
    
Loss on sale of fixed assets  3,491
     1,032
    
Other, net  673
     
    
Impairment of intangible asset  
     3,896
    
Impairment of capitalized software costs  
     18,205
    
Other(1)
  (2,185)     12,724
    
Total other charges  $20,299
     $59,219
    
(1) Upon adoption of ASU 2016-02, previously accrued lease obligation costs related to discontinued operations were eliminated and are now reflected as an adjustment to our operating lease right-of-use assets in our condensed consolidated balance sheet.
(2) Asset impairments primarily includes impairments of operating lease right-of-use assets and other property assets related to the closure of Rent-A-Center Business stores and our product service centers for the year ended December 31, 2019. Asset impairments for the year ended December 31, 2018, primarily includes capitalized software write-downs and impairment of property assets related to the closure of Rent-A-Center Business stores.
(3) Other primarily includes $92.5 million in Vintage Settlement proceeds, $21.8 million gain on the sale of our corporate headquarters, and $1.1 million in insurance proceeds related to the 2017 hurricanes, offset by $21.4 million in incremental legal and advisoryprofessional fees related to shareholder proposals, effectsthe termination of hurricanes,the Merger Agreement and legalthe Merchants Preferred acquisition, $13.0 million for the Blair class action settlement (refer to Note L for additional details), $2.4 million in state tax audit assessments, and $0.3 million in other litigation settlements for the year ended December 31, 2017 and primarily includes gain related to a legal claims settlement2019. Other for the year ended December 31, 2016.2018, primarily includes $18.4 million in incremental legal and advisory fees associated with our strategic review and merger related activities, partially offset by a $1.1 million favorable contract termination settlement.
Note N — Stock-Based Compensation
We maintain long-term incentive plans for the benefit of certain employees and directors. Our plans consist of the Rent-A-Center, Inc. 2006 Long-Term Incentive Plan (the “2006 Plan”), the Rent-A-Center, Inc. 2006 Equity Incentive Plan (the “Equity Incentive Plan”), and the Rent-A-Center 2016 Long-Term Incentive Plan (the "2016 Plan") which are collectively known as the “Plans.”
On March 9, 2016, upon the recommendation of the Compensation Committee, the Board adopted, subject to stockholder approval, the 2016 Plan and directed that it be submitted for the approval of the stockholders. On June 2, 2016, the stockholders approved the 2016 Plan. The 2016 Plan authorizes the issuance of a total of 6,500,000 shares of common stock. Any shares of common stock granted in connection with an award of stock options or stock appreciation rights will be counted against this limit as one share and any shares of common stock granted in connection with awards of restricted stock, restricted stock units, deferred stock or similar forms of stock awards other than stock options and stock appreciation rights will be counted against this limit as two shares of common stock for every one share of common stock granted in connection with such awards. No shares of common stock will be deemed to have been issued if (1) such shares covered by the unexercised portion of an option that terminates, expires, or is cancelled or settled in cash or (2) such shares are forfeited or subject to awards that are forfeited, canceled, terminated or settled in cash. In any calendar year, (1) no employee will be granted options and/or stock appreciation rights for more than 800,000 shares of common stock; (2) no employee will be granted performance-based equity awards under the 2016 Plan (other than options and stock appreciation rights), covering more than 800,000 shares of common stock; and (3) no employee will be granted performance-based cash awards for more than $5,000,000. At December 31, 20172019 and 2016,2018, there were 1,705,6602,556,180 and 302,9352,625,206 shares, respectively, allocated to equity awards outstanding in the 2016 Plan.
The 2006 Plan authorizes the issuance of 7,000,000 shares of Rent-A-Center’s common stock that may be issued pursuant to awards granted under the 2006 Plan, of which no more than 3,500,000 shares may be issued in the form of restricted stock, deferred stock or similar forms of stock awards which have value without regard to future appreciation in value of or dividends declared on the underlying shares of common stock. In applying these limitations, the following shares will be deemed not to have been issued: (1) shares covered by the unexercised portion of an option that terminates, expires, or is canceled or settled in cash, and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2) shares that are forfeited or subject to awards that are forfeited, canceled, terminated or settled in cash. At December 31, 20172019 and 2016,2018, there were 1,554,931450,531 and 2,108,0681,022,482 shares, respectively, allocated to equity awards outstanding in the 2006 Plan. The 2006 Plan expired in accordance with its terms on March 24, 2016, and all shares remaining available for grant under the 2006 Plan were canceled.
We acquired the Equity Incentive Plan (formerly known as the Rent-Way, Inc. 2006 Equity Incentive Plan) in conjunction with our acquisition of Rent-Way in 2006. There were 2,468,461 shares of our common stock reserved for issuance under the Equity

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Incentive Plan. There were 1,037,514398,551 and 1,526,203677,074 shares allocated to equity awards outstanding in the Equity Incentive Plan at December 31, 20172019 and 2016,2018, respectively. The Equity Incentive Plan expired in accordance with its terms on January 13, 2016, and all shares remaining available for grant under the Equity Incentive Plan were canceled.
Options granted to our employees generally become exercisable over a period of 1 to 4 years from the date of grant and may be exercised up to a maximum of 10 years from the date of grant. Options granted to directors were immediately exercisable.
We grant restricted stock units to certain employees that vest after a three-year service requirement has been met. We recognize expense for these awards using the straight-line method over the requisite service period based on the number of awards expected to vest. We also grant performance-based restricted stock units that vest between 0% and 200% depending on our stock performance against an index using a total shareholder return formula established at the date of grant for the subsequent three-year period. We record expense for these awards over the requisite service period, net of the expected forfeiture rate, since the employee must maintain employment to vest in the award.
Stock-based compensation expense for the years ended December 31, 2017, 20162019, 2018 and 20152017 is as follows:
 Year Ended December 31,
(In thousands)2019 2018 2017
Stock options$1,273
 $1,388
 $2,023
Restricted share units5,685
 4,573
 1,873
Total stock-based compensation expense6,958
 5,961
 3,896
Tax benefit recognized in the statements of earnings1,562
 1,739
 1,442
Stock-based compensation expense, net of tax$5,396
 $4,222
 $2,454
 Year Ended December 31,
(In thousands)2017 2016 2015
Stock options$2,023
 $2,954
 $4,030
Restricted share units1,873
 6,255
 5,511
Total stock-based compensation expense3,896
 9,209
 9,541
Tax benefit recognized in the statements of earnings1,442
 658
 1,715
Stock-based compensation expense, net of tax$2,454
 $8,551
 $7,826

We issue new shares of stock to satisfy option exercises and the vesting of restricted stock units.
The fair value of unvested options that we expect to result in compensation expense was approximately $3.1$3.5 million with a weighted average number of years to vesting of 2.562.93 at December 31, 2017.2019.
Information with respect to stock option activity related to the Plans for the year ended December 31, 20172019 follows:
 
Equity Awards
Outstanding
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining Contractual Life
 
Aggregate Intrinsic
Value
(In thousands)
Balance outstanding at January 1, 20192,468,900
 $19.37
    
Granted381,198
 22.53
    
Exercised(551,008) 12.36
    
Forfeited(224,396) 10.54
    
Expired(239,832) 30.96
    
Balance outstanding at December 31, 20191,834,862
 $21.70
 6.12 $4,464
        
Exercisable at December 31, 2019973,036
 $27.60
 4.15 $4,469

 
Equity Awards
Outstanding
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining Contractual Life
 
Aggregate Intrinsic
Value
(In thousands)
Balance outstanding at January 1, 20173,072,181
 $25.07
    
Granted935,532
 9.46
    
Exercised(38,830) 17.01
    
Forfeited(695,697) 17.93
    
Expired(319,492) 30.37
    
Balance outstanding at December 31, 20172,953,694
 $21.34
 6.15 $344
        
Exercisable at December 31, 20171,645,305
 $27.23
 4.26 $344
The intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017 and 2015 was $53.3$5,137.0 thousand, $418.9 thousand, and $521.5$53.3 thousand, respectively, resulting in tax benefits of $18.7$1,798.0 thousand, $146.6 thousand, and $182.5$18.7 thousand, respectively, which are reflected as an outflow from operating activities and an inflow from financing activities in the consolidated statements of cash flows.There were no options exercised during the year ended December 31, 2016.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The weighted average fair values of the options granted under the Plans were calculated using the Black-Scholes method. The weighted average grant date fair value and weighted average assumptions used in the option pricing models are as follows:
 Year Ended December 31,
 2019 2018 2017
Weighted average grant date fair value$8.92
 $3.80
 $2.92
Weighted average risk free interest rate2.07% 2.51% 1.78%
Weighted average expected dividend yield1.28% % 3.03%
Weighted average expected volatility50.93% 49.58% 45.44%
Weighted average expected life (in years)4.63
 4.63
 4.50
 Year Ended December 31,
 2017 2016 2015
Weighted average grant date fair value$2.92
 $3.06
 $6.34
Weighted average risk free interest rate1.78% 1.31% 1.42%
Weighted average expected dividend yield3.03% 3.16% 3.32%
Weighted average expected volatility45.44% 39.64% 33.28%
Weighted average expected life (in years)4.50
 4.63
 5.05

Information with respect to non-vested restricted stock unit activity follows:
Restricted Awards
Outstanding
 
Weighted Average
Grant Date Fair Value
Restricted Awards
Outstanding
 
Weighted Average
Grant Date Fair Value
Balance outstanding at January 1, 20171,362,131
 $15.31
Balance outstanding at January 1, 20191,855,862
 $8.82
Granted955,683
 9.00
512,567
 28.24
Vested(176,707) 19.39
(351,469) 10.58
Forfeited(796,696) 14.34
(446,560) 10.19
Balance outstanding at December 31, 20171,344,411
 $10.87
Balance outstanding at December 31, 20191,570,400
 $14.38
Restricted stock units are valued using the closing price reported by the Nasdaq Global Select Market on the trading day immediately preceding the day of the grant. Unrecognized compensation expense for unvested restricted stock units at December 31, 2017,2019, was approximately $6.0$11.4 million expected to be recognized over a weighted average period of 1.791.97 years.
Note O — Deferred Compensation Plan
The Rent-A-Center, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) is an unfunded, nonqualified deferred compensation plan for a select group of our key management personnel and highly compensated employees. The Deferred Compensation Plan first became available to eligible employees in July 2007, with deferral elections taking effect as of August 3, 2007.
The Deferred Compensation Plan allows participants to defer up to 50% of their base compensation and up to 100% of any bonus compensation. Participants may invest the amounts deferred in measurement funds that are the same funds offered as the investment options in the Rent-A-Center, Inc. 401(k) Retirement Savings Plan. We may make discretionary contributions to the Deferred Compensation Plan, which are subject to a three-year graded vesting schedule based on the participant’s years of service with us. We are obligated to pay the deferred compensation amounts in the future in accordance with the terms of the Deferred Compensation Plan. Assets and associated liabilities of the Deferred Compensation Plan are included in prepaid and other assets and accrued liabilities in our consolidated balance sheets. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, we made matching cash contributions of $0.1 million, $0.3 millionapproximately $150 thousand, $50 thousand and $0.4 million,$100 thousand, respectively, which represents 50% of the employees’ contributions to the Deferred Compensation Plan up to an amount not to exceed 6% of each employee's respective compensation. NoNaN other discretionary contributions were made for the years ended December 31, 2017, 20162019, 2018 and 2015.2017. The deferred compensation plan assets and liabilities were approximately $11.3$9.7 million and $11.4$8.7 million as of December 31, 20172019 and 2016,2018, respectively.
Note P — 401(k) Plan
We sponsor a defined contribution plan under Section 401(k) of the Internal Revenue Code for certain employees who have completed at least three months of service. Employees may elect to contribute up to 50% of their eligible compensation on a pre-tax basis, subject to limitations. We may make discretionary contributions to the 401(k) plan. Employer matching contributions are subject to a three-year graded vesting schedule based on the participant's years of service with us. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, we made matching cash contributions of $7.0$6.6 million, $7.6$6.3 million and $7.2$7.0 million, respectively, which represents 50% of the employees’ contributions to the 401(k) plan up to an amount not to exceed 6% of each employee's respective compensation. Employees are permitted to elect to purchase our common stock as part of their 401(k) plan. As of December 31, 20172019 and 2016, 6.0%2018, 8.2% and 3.6%6.2%, respectively, of the total plan assets consisted of our common stock.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note Q — Fair Value
We follow a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values, in determining the fair value of our non-financial assets and non-financial liabilities, which consist primarily of goodwill. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no changes in the methods and assumptions used in measuring fair value during the period.
At December 31, 2017,2019, our financial instruments include cash and cash equivalents, receivables, payables, senior debt and senior notes.outstanding borrowings against our ABL Credit Facility and Term Loan Facility. The carrying amount of cash and cash equivalents, receivables and payables approximates fair value at December 31, 20172019 and 2016,December 31, 2018, because of the short maturities of these instruments. Our senior debt isIn addition, the interest rates on our Term Loan Facility and ABL Credit Facility are variable rate debt that re-prices frequently and, entails no significant change in credit risk and, as a result, fair value approximatestherefore, the carrying value.
The fair value of our senior notes is based on Level 1 inputs and was as follows at December 31, 2017 and 2016:
 December 31, 2017 December 31, 2016
(In thousands)Carrying Value Fair Value Difference Carrying Value Fair Value Difference
6.625% senior notes$292,740
 $278,835
 $(13,905) $292,740
 $266,393
 $(26,347)
4.75% senior notes250,000
 237,500
 (12,500) 250,000
 206,250
 (43,750)
Total senior notes$542,740
 $516,335
 $(26,405) $542,740
 $472,643
 $(70,097)
outstanding borrowings approximates their fair value.
Note R — Stock Repurchase Plan
Under our current common stock repurchase program, our Board of Directors has authorized the purchase, from time to time, in the open market and privately negotiated transactions, of up to an aggregate of $1.25 billion of Rent-A-Center common stock. We have repurchased a total of 36,994,65337,053,383 shares of Rent-A-Center common stock for an aggregate purchase price of $994.8$996.1 million as of December 31, 2017. No2019. 58,730 shares were repurchased during 20172019 and 2016.
Common stock repurchases are currently prohibited under the Fourth Amendment to our Credit Agreement. Please see Note I for further discussion of this restriction.0 shares were repurchased during 2018.
Note S — 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 the chief operating decision makers. Our operating segments are organized based on factors including, but not limited to, type of business transactions, geographic location and store ownership. All operating segments offer merchandise from fourcertain basic product categories: furniture, consumer electronics, appliances, computers, furniture and accessories,accessories. Smartphones are also offered in our company owned stores and franchise locations. In addition, in the Rent-A-Center business segment, we have recently expanded into other product categories including, tools, tires, jewelry and other accessories.
We report financial operating performance under four operating segments. To better reflect the Company's current strategic focus, our retail partner business operations are now reported as the Preferred Lease segment (formerly Acceptance Now), which includes our virtual, staffed and hybrid business models; and our Rent-A-Center Business segment (formerly the Core U.S.) segment, which operates our company-owned stores and franchising segments also offer smartphones.e-commerce platform through rentacenter.com. In addition we report operating results for our Mexico and Franchising segments. Reportable segments and their respective operations are defined as follows:follows.
Our Core U.S.Rent-A-Center Business segment primarily operates rent-to-ownlease-to-own stores in the United States Canada and Puerto Rico whose customers enter into weekly, semi-monthly or monthly rental purchase agreements, which renew automatically upon receipt of each payment. We retain the title to the merchandise during the term of the rental purchase agreement and ownership passes to the customer if the customer has continuously renewed the rental purchase agreement through the end of the term or exercises a specified early purchase option. This segment also includes the 4544 stores operating in two states that utilize a retail model which generates installment credit sales through a retail sale transaction. Segment assets include cash, receivables, rental merchandise, property assets and other intangible assets.
Our Acceptance NowPreferred Lease segment, which operates kiosks within various traditional retailers’ locations where wein the United States and Puerto Rico, and includes the operations of the recently acquired Merchants Preferred, generally offeroffers the rent-to-own transactionlease-to-own transactions to consumers who do not qualify for financing from the traditional retailer. Our Preferred Lease operating model is highly agile and dynamic because we can open and close locations quickly and efficiently. Generally, our Preferred Lease staffed locations consist of an area with a computer, desk and chairs. We occupy the space without charge by agreement with each retailer. In our virtual locations, transactions are initiated through an electronic portal accessible by retail partners on their store computers. Accordingly, capital expenditures with respect to new Preferred Lease locations are minimal. The transaction offered at our Preferred Lease locations (excluding virtual) is generally similar to that of the Core U.S.Rent-A-Center Business segment; however, we pay the retail price for merchandise purchased from our retail partners and subsequently leased to the customer. In addition, the majority of the customers in this segment enter into monthly rather than weekly agreements. Under the virtual business model, revenues are earned prior to the renal payment due date. Therefore, revenue is accrued prior to receipt of the rental payment, net of estimated returns and uncollectible renewal payments. Segment assets include cash, rental merchandise, property assets, goodwill and other intangible assets.
Our Mexico segment currently consists of our company-owned rent-to-ownlease-to-own stores in Mexico. The nature of this segment's operations and assets are the same as our Core U.S.Rent-A-Center Business segment.

70



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The stores in our Franchising segment use Rent-A-Center’s, ColorTyme’s or RimTyme’s trade names, service marks, trademarks and logos, and operate under distinctive operating procedures and standards. Franchising’s primary source of revenue is the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-

66



RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to-ownlease-to-own program. As franchisor, Franchising receives royalties of 2.0% to 6.0% of the franchisees' monthly gross revenue and initial fees for new locations. Segment assets include cash, franchise feetrade receivables, property assets and intangible assets.
Segment information as of and for the years ended December 31, 2017, 20162019, 2018 and 20152017 is as follows:

Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Revenues









Core U.S.$1,835,422
 $2,069,725

$2,371,823
Acceptance Now797,987
 817,814

818,325
Rent-A-Center Business$1,800,486
 $1,855,712

$1,835,422
Preferred Lease749,260
 722,562

797,987
Mexico47,005
 50,927

63,803
53,960
 49,613

47,005
Franchising22,126
 24,786

24,469
66,146
 32,578

22,126
Total revenues$2,702,540

$2,963,252

$3,278,420
$2,669,852

$2,660,465

$2,702,540
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Gross profit          
Core U.S.$1,276,212
 $1,467,679
 $1,644,840
Acceptance Now400,002
 422,381
 420,980
Rent-A-Center Business$1,255,153
 $1,299,809
 $1,276,212
Preferred Lease333,798
 339,616
 400,002
Mexico32,592
 35,549
 42,354
37,488
 34,364
 32,592
Franchising9,736
 9,440
 9,935
17,632
 14,379
 9,736
Total gross profit$1,718,542
 $1,935,049
 $2,118,109
$1,644,071
 $1,688,168
 $1,718,542
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Operating profit (loss)          
Core U.S.$86,196
 $(1,020) $(959,447)
Acceptance Now48,618
 105,925
 123,971
Rent-A-Center Business$235,964
 $147,787
 $86,196
Preferred Lease83,066
 93,951
 48,618
Mexico(260) (2,449) (14,149)5,357
 2,605
 (260)
Franchising5,081
 5,650
 5,793
7,205
 4,385
 5,081
Total segments139,635
 108,106
 (843,832)331,592
 248,728
 139,635
Corporate(202,694) (174,702) (164,056)(77,733) (192,591) (202,694)
Total operating loss$(63,059) $(66,596) $(1,007,888)
Total operating profit (loss)$253,859
 $56,137
 $(63,059)
Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Depreciation, amortization and write-down of intangibles     
Core U.S.(1)
$31,070
 $39,734
 $49,137
Acceptance Now(2)
2,498
 3,309
 3,334
Depreciation and amortization     
Rent-A-Center Business$20,822
 $25,566
 $31,070
Preferred Lease1,533
 1,677
 2,498
Mexico1,973
 3,179
 5,160
401
 1,006
 1,973
Franchising177
 177
 185
45
 172
 177
Total segments35,718
 46,399
 57,816
22,801
 28,421
 35,718
Corporate38,921
 34,057
 22,904
38,303
 40,525
 38,921
Total depreciation, amortization and write-down of intangibles$74,639
 $80,456
 $80,720
Total depreciation and amortization$61,104
 $68,946
 $74,639
(1) We recorded goodwill impairment charges of $151.3 million and $1,170 million in the Core U.S. segment during the fourth quarters of 2016 and 2015, respectively, not included in the table above.
(2) We recorded an impairment of intangibles of $3.9 million in the Acceptance Now segment during the first quarter of 2017 that is not included in the table above. The impairment charge was recorded to Other Charges in the Consolidated Statement of Operations.


6771





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Year Ended December 31,Year Ended December 31,
(In thousands)2017 2016 20152019 2018 2017
Capital expenditures          
Core U.S.$26,506
 $20,802
 $21,739
Acceptance Now2,723
 2,330
 2,473
Rent-A-Center Business$10,255
 $17,173
 $26,506
Preferred Lease141
 203
 2,723
Mexico124
 283
 204
172
 295
 124
Total segments29,353
 23,415
 24,416
10,568
 17,671
 29,353
Corporate36,107
 37,728
 56,454
10,589
 10,291
 36,107
Total capital expenditures$65,460
 $61,143
 $80,870
$21,157
 $27,962
 $65,460
December 31,December 31,
(In thousands)2017 2016 20152019 2018 2017
On rent rental merchandise, net          
Core U.S.$408,993
 $426,845
 $540,004
Acceptance Now278,443
 354,486
 350,046
Rent-A-Center Business$411,482
 $424,829
 $408,993
Preferred Lease268,845
 242,978
 278,443
Mexico14,367
 13,787
 17,575
16,943
 16,001
 14,367
Total on rent rental merchandise, net$701,803
 $795,118
 $907,625
$697,270
 $683,808
 $701,803
December 31,December 31,
(In thousands)2017 2016 20152019 2018 2017
Held for rent rental merchandise, net          
Core U.S.$156,039
 $192,718
 $215,327
Acceptance Now4,940
 7,489
 5,000
Rent-A-Center Business$131,086
 $117,294
 $156,039
Preferred Lease1,254
 1,207
 4,940
Mexico6,209
 6,629
 8,520
6,078
 5,161
 6,209
Total held for rent rental merchandise, net$167,188
 $206,836
 $228,847
$138,418
 $123,662
 $167,188
December 31,December 31,
(In thousands)2017 2016 20152019 2018 2017
Assets by segment    Revised     
Core U.S.$776,296
 $860,717
 $1,240,593
Acceptance Now350,970
 432,383
 426,827
Rent-A-Center Business$953,151
 $714,914
 $776,296
Preferred Lease357,859
 312,151
 350,970
Mexico33,529
 31,415
 38,898
33,707
 29,321
 33,529
Franchising3,802
 2,197
 2,723
11,095
 4,287
 3,802
Total segments1,164,597
 1,326,712
 1,709,041
1,355,812
 1,060,673
 1,164,597
Corporate256,184
 276,029
 265,427
226,986
 336,244
 256,184
Total assets$1,420,781
 $1,602,741
 $1,974,468
$1,582,798
 $1,396,917
 $1,420,781
 December 31,
(In thousands)2019 2018 2017
Assets by country     
United States$1,547,895
 $1,366,405
 $1,383,004
Mexico33,707
 29,321
 33,529
Canada1,196
 1,191
 4,248
Total assets$1,582,798
 $1,396,917
 $1,420,781

 December 31,
(In thousands)2017 2016 2015
Assets by country    Revised
United States$1,383,004
 $1,567,933
 $1,930,676
Mexico33,529
 31,415
 38,898
Canada4,248
 3,393
 4,894
Total assets$1,420,781
 $1,602,741
 $1,974,468


6872





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


 Year Ended December 31,
(In thousands)2019 2018 2017
Rentals and fees by inventory category     
Furniture and accessories$982,644
 $962,241
 $921,159
Consumer electronics358,619
 410,184
 459,942
Appliances346,668
 344,548
 351,893
Computers103,171
 120,756
 124,158
Smartphones62,948
 62,592
 57,927
Other products and services370,352
 344,539
 352,662
Total rentals and fees$2,224,402
 $2,244,860
 $2,267,741
 Year Ended December 31,
(In thousands)2017 2016 2015
Rentals and fees by inventory category     
Furniture and accessories$921,159
 $927,537
 $955,576
Consumer electronics459,942
 553,976
 626,668
Appliances351,893
 391,539
 415,278
Computers124,158
 148,889
 207,906
Smartphones57,927
 93,449
 163,667
Other products and services352,662
 384,663
 412,220
Total rentals and fees$2,267,741
 $2,500,053
 $2,781,315

 Year Ended December 31,
(In thousands)2019 2018 2017
Revenue by country     
United States$2,615,892
 $2,610,432
 $2,654,819
Mexico53,960
 49,612
 47,005
Canada
 421
 716
Total revenues$2,669,852
 $2,660,465
 $2,702,540
 Year Ended December 31,
(In thousands)2017 2016 2015
Revenue by country     
United States$2,654,819
 $2,911,613
 $3,209,736
Mexico47,005
 50,927
 63,803
Canada716
 712
 4,881
Total revenues$2,702,540
 $2,963,252
 $3,278,420

Note T — Earnings Per Common Share
Summarized basic and diluted earnings per common share were calculated as follows:
 Year Ended December 31,
 (In thousands, except per share data)2019 2018 2017
Numerator:     
Net earnings$173,546
 $8,492
 $6,653
Denominator:     
Weighted-average shares outstanding54,325
 53,471
 53,282
Effect of dilutive stock awards1,630
 1,071
 562
Weighted-average dilutive shares55,955
 54,542
 53,844
      
Basic earnings per share$3.19
 $0.16
 $0.12
Diluted earnings per share$3.10
 $0.16
 $0.12
Anti-dilutive securities excluded from diluted earnings per common share:     
Anti-dilutive restricted share units
 
 
Anti-dilutive performance share units290
 200
 329
Anti-dilutive stock options1,109
 1,498
 2,554

 Year Ended December 31,
 (In thousands, except per share data)2017 2016 2015
Numerator:     
Net earnings (loss)$6,653
 $(105,195) $(953,520)
Denominator:     
Weighted-average shares outstanding53,282
 53,121
 53,050
Effect of dilutive stock awards(1)
562
 
 
Weighted-average dilutive shares53,844
 53,121
 53,050
      
Basic earnings (loss) per share$0.12
 $(1.98) $(17.97)
Diluted earnings (loss) per share$0.12
 $(1.98) $(17.97)
Anti-dilutive securities excluded from diluted earnings (loss) per common share:     
Anti-dilutive restricted share units
 482
 257
Anti-dilutive performance share units329
 880
 611
Anti-dilutive stock options

2,554
 3,072
 2,586
(1)
There was no dilutive effect to the loss per common share for the years ended December 31, 2016 and 2015 due to the net loss incurred for both periods.


6973





RENT-A-CENTER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Note U — Unaudited Quarterly Data
Summarized quarterly financial data for the years ended December 31, 2017,2019, and 20162018 is as follows:
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2017       
Revenues$741,986
 $677,635
 $643,965
 $638,954
Gross profit462,663
 432,533
 412,465
 410,881
Operating profit (loss)1,152
 (873) (8,445) (54,893)
Net (loss) earnings(6,679) (8,893) (12,599) 34,824
Basic (loss) earnings per common share$(0.13) $(0.17) $(0.24) $0.65
Diluted (loss) earnings per common share$(0.13) $(0.17) $(0.24) $0.65
Cash dividends declared per common share$0.08
 $0.08
 $
 $
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2019       
Revenues$696,694
 $655,925
 $649,371
 $667,862
Gross profit424,866
 408,071
 399,996
 411,138
Operating profit17,349
 129,829
 38,847
 67,834
Net earnings7,323
 94,455
 31,277
 40,491
Basic earnings per common share$0.14
 $1.74
 $0.57
 $0.74
Diluted earnings per common share$0.13
 $1.70
 $0.56
 $0.72
(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2018       
Revenues$698,043
 $655,730
 $644,942
 $661,750
Gross profit436,978
 423,886
 407,740
 419,564
Operating (loss) profit(10,270) 27,151
 25,632
 13,624
Net (loss) earnings(19,843) 13,753
 12,918
 1,664
Basic (loss) earnings per common share$(0.37) $0.26
 $0.24
 $0.03
Diluted (loss) earnings per common share$(0.37) $0.25
 $0.24
 $0.03

(In thousands, except per share data)1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended December 31, 2016       
Revenues$835,652
 $749,619
 $693,877
 $684,104
Gross profit534,944
 500,158
 457,226
 442,721
Operating profit (loss)48,430
 27,550
 16,700
 (159,276)
Net earnings (loss)25,061
 9,946
 6,181
 (146,383)
Basic earnings (loss) per common share$0.47
 $0.19
 $0.12
 $(2.76)
Diluted earnings (loss) per common share$0.47
 $0.19
 $0.12
 $(2.76)
Cash dividends declared per common share$0.08
 $0.08
 $0.08
 $0.08


7074







Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our management, including our Chief Executive Officer and our interim Chief Financial Officer, concluded that, as of December 31, 2017,2019, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective.
Management’s Annual Report on Internal Control over Financial Reporting
Please refer to Management’s Annual Report on Internal Control over Financial Reporting in Part II, Item 8, of this Annual Report on Form 10-K.
Auditor's Report Relating to Effectiveness of Internal Control over Financial Reporting
Please refer to the Report of Independent Registered Public Accounting Firm in Part II, Item 8, of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
For the year ended December 31, 2017,2019, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that, in the aggregate, have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10.Directors, Executive Officers and Corporate Governance.Governance.(*)
Item 11.   Executive Compensation.Compensation.(*)
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Matters.(*)
Item 13. Certain Relationships and Related Transactions, and Director Independence.Independence.(*)
Item 14.   Principal Accountant Fees and Services.Services.(*)
*The information required by Items 10, 11, 12, 13 and 14 is or will be set forth in the definitive proxy statement relating to the 20182020 Annual Meeting of Stockholders of Rent-A-Center, Inc., which is to be filed with the SEC pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. This definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Form 10-K by Items 10, 11, 12, 13 and 14 are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.


7175







PART IV
Item 15.Exhibits and Financial Statement Schedules.
1. Financial Statements
The financial statements included in this report are listed in the Index to Financial Statements in Part II, Item 8, of this Annual Report on Form 10-K.
2. Financial Statement Schedules
Schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions or inapplicable.
3. Exhibits
Exhibit No.Description
  
2.1
2.2
3.1
  
3.2
  
3.3
  
3.4
  
4.1
  
4.2
  
4.3
4.4
4.4*
  
10.1†
  
10.2
  
10.3†

76




  
10.4†
  
10.5†*
  

72




10.6†
  
10.7†
  
10.8†
  
10.9†
  
10.10†
  
10.11†
  
10.12†
  
10.13†
  
10.14†
  
10.15†
  
10.16†
  
10.17†
  
10.18†
  
10.19†
  
10.20†
  
10.21†
  
10.2210.22†
10.23†
  


7377







10.2410.23
10.25
  
10.2610.24†
10.27
10.28
10.29
10.30†
  
10.31†10.25†
  
10.32†10.26†
10.33
  
10.3410.27
10.35
  
10.36
10.28
10.37
10.38
10.39

74




10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
  
18.1
  
21.121.1*
  
23.1*

78




23.2*
  
31.1*
  
31.2*
  
32.1*
  
32.2*
  
101.INS*XBRL Instance Document
  
101.SCH*XBRL Taxonomy Extension Schema Document
  
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*The cover page from the registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (formatted as Inline XBRL and contained in Exhibit 101).
Management contract or compensatory plan or arrangement.
*Filed herewith.
**The XBRL-related information in Exhibit No. 101 to this Annual Report on Form 10-K is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.



Item 16.    Form 10-K Summary.
None.

7579







SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   
 RENT-A-CENTER, INC.
  
 By:
/s/    MITCHELL E. FADEL
  Mitchell E. Fadel
  Chief Executive Officer
Date: February 28, 20182020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature Title Date
   
/s/    MITCHELL E. FADEL
 
Chief Executive Officer and Director
(Principal Executive Officer)
 February 28, 20182020
Mitchell E. Fadel  
    
     
/s/ MAUREEN B. SHORT
 InterimEVP, Chief Financial Officer (Principal Financial and Accounting Officer) February 28, 20182020
Maureen B. Short   
    
     
/s/    JEFFREY J. BROWN
 Director February 28, 20182020
Jeffrey J. Brown  
     
/s/    MICHAEL J. GADE
 Director February 28, 20182020
Michael J. Gade   
     
/s/   RISHI GARGCHRISTOPHER B. HETRICK
 Director February 28, 2018
Rishi Garg
/s/   CHRISTOPHER B. HETRICK
DirectorFebruary 28, 20182020
Christopher B. Hetrick  
     
/s/   J. V. LENTELL HAROLD LEWIS
 Director February 28, 20182020
J. V. LentellHarold Lewis    
     
/s/    GLENN P. MARINO
DirectorFebruary 28, 2020
Glenn P. Marino
/s/    CAROL A. MCFATE
DirectorFebruary 28, 2020
Carol A. McFate




7680