UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)~~
~~OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2005~~March 31, 2006


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___ to ___

Commission File Number 0-25370

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)		45-0491516 (I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Suite 100
Plano, Texas 75024
(972) 801-1100
(Address, including zip code, and telephone
number, including area code, of registrant’s
principal executive offices)

NONE
(Former name, former address and former
fiscal year, if changed since last report)

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 NOo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer ~~(as defined~~or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange ~~Act).~~Act.

~~YES~~þ NO


Large accelerated filerþ		Accelerated filero		Non-accelerated filero

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YESo NOþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~October 26, 2005:~~April 27, 2006:


Class		Outstanding

Common stock, $.01 par value per share		~~70,974,468~~69,430,059

RENT-A-CENTER, INC. AND SUBSIDIARIES

Item 1. Financial Statements.

CONSOLIDATED STATEMENTS OF EARNINGS


							Three months ended March 31,
(In thousands, except per share data)	Three months ended September 30,						2006			2005
	2005			2004
	Unaudited						Unaudited
Revenues
Store
Rentals and fees	$	516,433		$	516,576		$	520,383		$	518,622
Merchandise sales		39,212			36,265			64,163			62,770
Installment sales		6,372			5,469			5,851			6,584
Other		2,938			919			3,286			1,078
Franchise
Merchandise sales		7,245			8,967			12,081			11,344
Royalty income and fees		1,307			1,411			1,211			1,411

		573,507			569,607			606,975			601,809

Operating expenses
Direct store expenses
Cost of rentals and fees		112,174			112,582			112,767			112,468
Cost of merchandise sold		30,314			26,978			44,130			42,067
Cost of installment sales		2,556			2,180			2,423			2,863
Salaries and other expenses		350,389			326,410			338,771			334,041
Franchise cost of merchandise sold		6,964			8,585			11,556			10,866

		502,397			476,735			509,647			502,305

General and administrative expenses		21,176			18,772			20,958			19,215
Amortization of intangibles		5,926			2,756			886			2,297
Class action litigation settlement		—			47,000
Restructuring charge		13,028			—
Litigation reversion								—			(8,000	)


Total operating expenses		542,527			545,263			531,491			515,817

Operating profit		30,980			24,344			75,484			85,992

Finance charges from recapitalization		—			4,173
Interest income		(1,331	)		(1,391	)		(1,460	)		(1,402	)
Interest expense		11,802			9,914			13,023			10,868


Earnings before income taxes		20,509			11,648			63,921			76,526

Income tax expense		9,232			6,075			23,593			28,857


NET EARNINGS		11,277			5,573			40,328			47,669

Preferred dividends		—			—			—			—


Net earnings allocable to common stockholders	$	11,277		$	5,573		$	40,328		$	47,669


Basic earnings per common share	$	0.15		$	0.07		$	0.58		$	0.64


Diluted earnings per common share	$	0.15		$	0.07		$	0.57		$	0.63

RENT-A-CENTER, INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS OF EARNINGS~~BALANCE SHEETS

(In thousands, except per share data) Nine months ended September 30,
2005 2004
Unaudited
Revenues
Store
Rentals and fees $ 1,561,694 $ 1,541,459
Merchandise sales 139,480 130,287
Installment sales 19,574 17,968
Other 5,013 2,966
Franchise
Merchandise sales 26,032 31,099
Royalty income and fees 4,101 4,193

1,755,894 1,727,972

Operating expenses
Direct store expenses
Cost of rentals and fees 338,710 333,868
Cost of merchandise sold 100,606 91,081
Cost of installment sales 8,169 7,802
Salaries and other expenses 1,017,369 946,552
Franchise cost of merchandise sold 24,993 29,691

1,489,847 1,408,994

General and administrative expenses 60,681 56,350
Amortization of intangibles 10,378 8,402
Class action litigation settlement (reversion) (8,000 ) 47,000
Restructuring charge 13,028 —

Total operating expenses 1,565,934 1,520,746

Operating profit 189,960 207,226

Finance charges from recapitalization — 4,173
Interest income (4,084 ) (4,382 )
Interest expense 33,456 30,525

Earnings before income taxes 160,588 176,910

Income tax expense 59,900 67,934

NET EARNINGS 100,688 108,976

Preferred dividends — —

Net earnings allocable to common stockholders $ 100,688 $ 108,976

Basic earnings per common share $ 1.36 $ 1.38

Diluted earnings per common share $ 1.34 $ 1.34


	March 31,			December 31,
(In thousands, except share data)	2006			2005
	Unaudited
ASSETS
Cash and cash equivalents	$	45,884		$	57,627
Accounts receivable, net		19,088			20,403
Prepaid expenses and other assets		40,487			38,524
Rental merchandise, net
On rent		635,154			588,978
Held for rent		157,825			161,702
Merchandise held for installment sale		1,832			2,200
Property assets, net		151,571			149,904
Goodwill, net		927,809			925,960
Intangible assets, net		2,706			3,366


	$	1,982,356		$	1,948,664


LIABILITIES
Accounts payable – trade	$	109,414		$	88,147
Accrued liabilities		228,531			191,831
Deferred income taxes		109,705			121,204
Senior debt		367,625			424,050
Subordinated notes payable		300,000			300,000

		1,115,275			1,125,232

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 250,000,000 shares authorized; 103,316,328 and 102,988,126 shares issued in 2006 and 2005, respectively		1,033			1,030
Additional paid-in capital		638,314			630,308
Retained earnings		941,824			901,493
Treasury stock, 34,003,899 and 33,801,099 shares at cost in 2006 and 2005, respectively		(714,090	)		(709,399	)

		867,081			823,432


	$	1,982,356		$	1,948,664

See accompanying notes to consolidated financial statements.

RENT-A-CENTER, INC. AND SUBSIDIARIES

CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF CASH FLOWS

(In thousands, except share data) September 30, December 31,
2005 2004
Unaudited
ASSETS

Cash and cash equivalents $ 52,790 $ 58,825
Accounts receivable, net 19,657 16,269
Prepaid expenses and other assets 42,067 65,050
Rental merchandise, net
On rent 572,224 596,447
Held for rent 178,825 162,664
Merchandise held for installment sale 2,019 1,311
Property assets, net 143,021 144,818
Goodwill, net 924,292 913,415
Intangible assets, net 4,489 8,989

$ 1,939,384 $ 1,967,788

LIABILITIES

Accounts payable — trade $ 100,549 $ 94,399
Accrued liabilities 187,649 207,835
Deferred income taxes 122,562 163,031
Senior debt 406,625 408,250
Subordinated notes payable 300,000 300,000
Redeemable convertible voting preferred stock — 2

1,117,385 1,173,517

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Common stock, $.01 par value; 250,000,000 shares authorized; 102,922,951 and 102,297,937 shares issued in 2005 and 2004, respectively 1,029 1,023
Additional paid-in capital 629,501 618,486
Retained earnings 866,446 765,785
Treasury stock, 31,984,999 and 27,900,399 shares at cost in 2005 and 2004, respectively (674,977 ) (591,023 )

821,999 794,271

$ 1,939,384 $ 1,967,788


	Three months ended March 31,
(In thousands)	2006			2005
	Unaudited
Cash flows from operating activities
Net earnings	$	40,328		$	47,669
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of rental merchandise		110,348			110,735
Depreciation of property assets		13,467			13,263
Amortization of intangibles		886			2,297
Amortization of financing fees		398			395
Tax benefit related to stock option exercises		(1,109	)		—
Deferred income taxes		(11,499	)		(32,540	)
Changes in operating assets and liabilities, net of effects of acquisitions
Rental merchandise, net		(151,490	)		(142,216	)
Accounts receivable, net		1,315			(892	)
Prepaid expenses and other assets		(2,564	)		27,576
Accounts payable – trade		21,267			(9,412	)
Accrued liabilities		39,768			70,684

Net cash provided by operating activities		61,115			87,559

Cash flows from investing activities
Purchase of property assets		(15,609	)		(10,930	)
Proceeds from sale of property assets		475			493
Acquisitions of businesses, net of cash acquired		(2,662	)		(3,813	)

Net cash used in investing activities		(17,796	)		(14,250	)

Cash flows from financing activities

Purchase of treasury stock		(4,691	)		—
Exercise of stock options		4,945			3,987
Tax benefit related to stock option exercises		1,109			—
Proceeds from debt		29,625			—
Repayments of debt		(86,050	)		(60,875	)

Net cash used in financing activities		(55,062	)		(56,888	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(11,743	)		16,421
Cash and cash equivalents at beginning of period		57,627			58,825

Cash and cash equivalents at end of period	$	45,884		$	75,246


	Three months ended March 31,
Supplemental cash flow information	2006		2005
	(in thousands)
Cash paid during the period for:
Interest	$	7,270	$	5,069
Income taxes	$	3,173	$	821

See accompanying notes to consolidated financial statements.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Nine months ended September 30,
(In thousands) 2005 2004
Unaudited
Cash flows from operating activities
Net earnings $ 100,688 $ 108,976
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation of rental merchandise 332,965 331,918
Depreciation of property assets 40,018 35,591
Amortization of intangibles 14,909 8,402
Amortization of financing fees 1,202 557
Deferred income taxes (40,469 ) (8,724 )
Finance charges from recapitalization — 4,173
Changes in operating assets and liabilities, net of effects of Acquisitions
Rental merchandise, net (317,057 ) (302,578 )
Accounts receivable, net (3,388 ) (506 )
Prepaid expenses and other assets 26,834 6,268
Accounts payable — trade 6,149 12,685
Accrued liabilities (18,180 ) 87,367

Net cash provided by operating activities 143,671 284,129

Cash flows from investing activities
Purchase of property assets (40,974 ) (53,387 )
Proceeds from sale of property assets 3,504 3,937
Acquisitions of businesses, net of cash acquired (35,645 ) (158,680 )

Net cash used in investing activities (73,115 ) (208,130 )

Cash flows from financing activities

Purchase of treasury stock (83,954 ) (169,749 )
Exercise of stock options 8,988 13,205
Proceeds from debt 139,300 400,000
Repayments of debt (140,925 ) (398,875 )

Net cash used in financing activities (76,591 ) (155,419 )

NET DECREASE IN CASH AND CASH EQUIVALENTS (6,035 ) (79,420 )
Cash and cash equivalents at beginning of period 58,825 143,941

Cash and cash equivalents at end of period $ 52,790 $ 64,521

~~See accompanying notes to consolidated financial statements.~~

RENT-A-CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.		Significant Accounting Policies and Nature of Operations.

		The interim financial statements of Rent-A-Center, Inc. included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the Commission’s rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. We suggest that these financial statements be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2004, our Quarterly Report on Form 10-Q for the three months ended March 31, 2005 and our Quarterly Report on Form 10-Q for the six months ended June 30,~~ 2005. In our opinion, the accompanying unaudited interim financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary to present fairly our results of operations and cash flows for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

		Principles of Consolidation and Nature of Operations.These financial statements include the accounts of Rent-A-Center, Inc. and its direct and indirect wholly-owned subsidiaries. All ~~significant~~ 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 all of its direct and indirect subsidiaries.

		At ~~September 30, 2005,~~March 31, 2006, we operated ~~2,787~~2,755 company-owned stores nationwide and in Canada and Puerto Rico, including 21 stores in Wisconsin operated by a subsidiary, Get It Now, LLC, under the name “Get It Now,” and seven stores in Canada operated by a subsidiary, Rent-A-Centre Canada, Ltd., under the name “Rent-A-Centre.” Rent-A-Center’s primary operating segment consists of leasing household durable goods to customers on a rent-to-own basis. Get It Now offers merchandise on an installment sales basis in Wisconsin.

		ColorTyme, Inc., an indirect wholly-owned subsidiary of Rent-A-Center, is a nationwide franchisor of rent-to-own stores. At ~~September 30, 2005,~~March 31, 2006, ColorTyme had ~~287~~297 franchised stores operating in 38 states. ColorTyme’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-own program. The balance of ColorTyme’s revenue is generated primarily from royalties based on franchisees’ monthly gross revenues.

		~~Cost~~New Accounting Pronouncements.In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of ~~Rentals~~Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires employee stock-based compensation awards to be accounted for under the fair value method and ~~Fees.Cost of rentals and fees includes depreciation of rental merchandise and costs related~~eliminates the ability to ~~our membership programs which commenced in 2004. Depreciation of rental merchandise~~account for these instruments under the intrinsic value method prescribed by APB Opinion No. 25,Accounting for Stock Issued to Employees(“APB 25”). SFAS 123R is ~~separately identified in Note 2 in the Notes to the Consolidated Financial Statements later in this report.~~effective for fiscal periods beginning after June 15, 2005.

		~~Stock Based Compensation~~~~. Rent-A-Center’s Amended~~We adopted SFAS 123R on a modified prospective basis beginning January 1, 2006 for stock-based compensation awards granted after that date and ~~Restated Long-Term Incentive Plan (the “Plan”)~~for unvested awards outstanding at that date. Under SFAS 123R, compensation costs are recognized net of estimated forfeitures over the award’s requisite service period on a straight line basis. For the three months ended March 31, 2006, in accordance with SFAS 123R, we recorded stock-based compensation expense of approximately $2.0 million related to stock options and restricted stock units granted, and for the three months ended March 31, 2005 we reported a pro forma expense of approximately $3.1 million under FASB Statement No. 123,Accounting for Stock-Based Compensation(“SFAS 123”). We estimate recognizing a pre-tax compensation expense of approximately $0.06 to $0.07 per diluted share, for the years ended December 31, 2006 and 2007, based on the number of options and restricted stock units outstanding at March 31, 2006, and assuming that we continue to issue equity awards consistent with our current policy.

RENT-A-CENTER, INC. AND SUBSIDIARIES

Rent-A-Center’s Amended and Restated Long-Term Incentive Plan (the “Plan”) for the benefit of certain employees, consultants and directors provides the Board of Directors broad discretion in creating equity incentives. Prior to January 2006, we accounted for the Plan under the recognition and measurement principles of APB 25 and related Interpretations. No stock-based employee compensation cost was reflected in net earnings, as all options granted under the Plan had an exercise price equal to the market value of the underlying common stock on the date of grant. If we had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation, net earnings and earnings per share for the quarter ended March 31, 2005 would have decreased as illustrated by the following table:


	Three months ended March 31, 2005
	(In thousands, except per share data)
Net earnings allocable to common stockholders
As reported	$	47,669
Deduct: Total stock-based employee compensation under fair value based method for all awards, net of related taxes		3,077

Pro forma	$	44,592


Basic earnings per common share
As reported	$	0.64
Pro forma	$	0.60

Diluted earnings per common share
As reported	$	0.63
Pro forma	$	0.59

Results for prior periods have not been restated and do not reflect the recognition of stock-based compensation.

Stock Based Compensation. Under the Plan, 14,562,865 shares of Rent-A-Center’s common stock were reserved for issuance under stock options, stock appreciation rights or restricted stock grants. Options granted to our employees under the Plan generally become exercisable over a period of one to four 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 are immediately exercisable. There have been no grants of stock appreciation rights and all equity awards have been granted with fixed prices. At March 31, 2006, there were 8,535,302 shares available for issuance under the Plan, of which 4,716,453 shares were allocated to equity awards currently outstanding. However, pursuant to the terms of the Plan, when an optionee leaves our employ, unvested options granted to that employee terminate and become available for re-issuance under the Plan. In addition, vested options not exercised within 90 days from the date the optionee leaves our employ generally terminate and become available for re-issuance under the Plan.

On January 31, 2006, the Compensation Committee of the Board of Directors of Rent-A-Center approved the issuance of long-term incentive awards to certain key employees under the Plan. The awards were issued as equity awards which were separated into three distinct tranches, (i) 50% of which were issued in options to purchase Rent-A-Center’s common stock vesting ratably over a four year period, (ii) 25% of which were issued in restricted stock units which will vest upon the employee’s completion of three years of continuous employment with us from January 31, 2006, (iii) 25% of which were issued in restricted stock units subject to performance-based vesting based upon our achievement of a specified three year earnings before interest, taxes, depreciation and amortization (EBITDA). We do not expect this issuance under the Plan to have a significant impact on our results of operations or financial condition.

Pursuant to the awards under the Plan approved by the Compensation Committee of the Board of Directors of Rent-A-Center, on January 31, 2006, we issued 53,360 stock options that have an average fair value of $4.37 and will result in an expense of approximately $233,000 over the next four years. We also awarded 14,865 restricted stock units with a fair value of $20.58 that will cliff vest upon the employees completion of three years of continuous employment with us from January 31, 2006 and 14,865 restricted stock units with a fair value of $17.16 that will cliff vest based upon our achievement of a specified three year EBITDA. These restricted stock units will result in an expense of approximately $561,000. The value of the restricted stock units will be recognized as compensation expense ratably over the requisite service period of three years.

The fair value of unvested options that we expect to result in a compensation expense was approximately $16.0 million with a weighted average number of years to vesting of 2.41 years at March 31, 2006 as compared to $18.5 million and a weighted average number of years to vesting of 2.20 years at December 31, 2005.

RENT-A-CENTER, INC. AND SUBSIDIARIES

The total number of unvested options was 1,556,078 and 1,612,472 at March 31, 2006 and December 31, 2005, respectively. The weighted average fair value of unvested options at March 31, 2006 was $10.28 as compared to $11.47 at December 31, 2005. The weighted average fair value on options vested during the first quarter of 2006 was $9.65 and the weighted average fair value of options forfeited during the first quarter of 2006 was $12.10.

The table below summarizes the transactions under the Plan for the period ended March 31, 2006.


						Weighted Average
	Equity Awards			Weighted Average		Remaining
(in thousands)	Outstanding			Exercise Price		Contractual Life
Balance at December 31, 2004		5,231,538		$	17.62
Granted		1,001,000		$	23.80
Exercised		(690,608	)	$	13.78
Forfeited		(522,953	)	$	24.13

Balance at December 31, 2005		5,018,977		$	18.70	6.67 years
Granted		341,340		$	19.03
Exercised		(342,958	)	$	14.31
Forfeited		(300,906	)	$	26.08

Balance outstanding at March 31, 2006		4,716,453		$	18.72	6.72 years

Exercisable at March 31, 2006		3,160,375		$	16.27	5.89 years

During the three months ended March 31, 2006, the weighted average fair values of the options granted under the Plan were calculated using the following assumptions:


Employee options:
Average risk free interest rate		4.36% – 4.41%
Expected dividend yield		—
Expected life		4.20 years
Expected volatility (24.14% to 52.55%)		Weighted average 33.12 %

Employee stock options ~~stock appreciation rights or restricted stock grants. Options~~ granted		277,610
Weighted average grant date fair value		$4.37

Non-employee director options:
Average risk free interest rate		4.36% – 4.41%
Expected dividend yield		—
Expected life		6.00 years
Expected volatility (24.14% to our employees under the Plan generally become exercisable over a period of one to four 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 are immediately exercisable. There have been no grants of52.55%)		Weighted average 33.12 %

Non-employee director stock appreciation rights or restricted stock grants and all options have been granted with fixed prices. At September 30, 2005, there were 8,945,209 shares available for issuance under the Plan, of which 4,914,805 shares were allocated to options currently outstanding. However, pursuant to the terms of the Plan, when an optionee leaves our employ, unvested options granted ~~to that employee terminate and become available for re-issuance under the Plan. In addition, vested options not exercised within 90 days from the~~		34,000
Weighted average grant date ~~the optionee leaves our employ generally terminate and become available for re-issuance under the Plan.~~fair value		$9.73

For all options granted prior to April 1, 2004, the fair value of these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility of 55.2%, risk-free interest rate of 2.9%, expected lives of four years, and no dividend yield. For options granted on or after April 1, 2004, the fair value of the options was estimated at the date of grant using the binomial method pricing model with the following weighted average assumptions: expected volatility of 46.1%, a risk-free interest rate of 3.6%, no dividend yield and an expected life of four years. For options granted in 2005, the fair value of the options was estimated at the date of grant using the binomial method pricing model with the following weighted average assumptions: expected volatility of 42.1%, a risk-free interest rate of 3.9%, no dividend yield and an expected life of four years. Had we changed from using the Black-Scholes option pricing model to a binomial method pricing model effective January 1, 2004 rather than April 1, 2004, the impact would not have been significant.

Tax benefits from stock option exercises of $1.1 million for the three months ended March 31, 2006 were reflected as an outflow from operating activities and an inflow from financing activities in the Consolidated Statement of Cash Flows. For the three months ended March 31, 2005, the tax benefits from stock option exercises of $1.0 million were included as a cash inflow to cash provided by operating activities.

RENT-A-CENTER, INC. AND SUBSIDIARIES

~~We account for the Plan under the recognition and measurement principles of APB Opinion No. 25,~~~~Accounting for Stock Issued to Employees~~(“APB 25”), and related Interpretations. No stock-based employee compensation cost is reflected in net earnings, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. If we had applied the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123,~~Accounting for Stock-Based Compensation~~ ~~(“SFAS 123”)~~,~~to stock-based employee compensation, net earnings and earnings per share would have decreased as illustrated by the following table:~~

Nine months ended September 30,
2005 2004
(In thousands, except per share data)
Net earnings allocable to common stockholders
As reported $ 100,688 $ 108,976
Deduct: Total stock-based employee compensation under fair value based method for all awards, net of related taxes 7,263 9,124

Pro forma $ 93,425 $ 99,852

Basic earnings per common share
As reported $ 1.36 $ 1.38
Pro forma $ 1.26 $ 1.26

Diluted earnings per common share
As reported $ 1.34 $ 1.34
Pro forma $ 1.24 $ 1.22

Three months ended September 30,
2005 2004
(In thousands, except per share data)
Net earnings allocable to common stockholders
As reported $ 11,277 $ 5,573
Deduct: Total stock-based employee compensation under fair value based method for all awards, net of related taxes 2,844 2,725

Pro forma $ 8,433 $ 2,848

Basic earnings per common share
As reported $ 0.15 $ 0.07
Pro forma $ 0.12 $ 0.04

Diluted earnings per common share
As reported $ 0.15 $ 0.07
Pro forma $ 0.11 $ 0.04

For all options granted prior to April 1, 2004, the fair value of these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility of 55.2%, risk-free interest rate of 2.9%, expected lives of four years, and no dividend yield. For options granted on or after April 1, 2004, the fair value of the options was estimated at the date of grant using the binomial method pricing model with the following weighted average assumptions: expected volatility of 47.8%, a risk-free interest rate of 3.5%, no dividend yield and an expected life of four years. Had we changed from using the Black-Scholes option pricing model to a binomial method pricing model effective January 1, 2004 rather than April 1, 2004, the impact would not have been significant.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

		~~Effect of New Accounting Pronouncements.~~~~In December 2004, the FASB enacted Statement of Financial Accounting Standards 123—revised 2004 (“SFAS 123R”),~~~~Share-Based Payment,~~~~which replaces SFAS 123, and supersedes APB 25~~.SFAS 123R requires the measurement of all share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statement of earnings. The accounting provisions of SFAS 123R are effective for fiscal years beginning after June 15, 2005.

		We are required to adopt SFAS 123R in the first quarter of 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. See the~~Stock-Based Compensation~~section shown above for the pro forma net earnings and earnings per share amounts for the first nine months and third quarter of 2005 and 2004 as if we had used a fair-value-based method under SFAS 123 to measure compensation expense for employee stock incentive awards. The actual effects of SFAS 123R will depend on numerous factors, including the amounts of share-based payments granted in the future, the method used to value future share-based payments to our employees and estimated forfeiture rates. We estimate recognizing pre-tax compensation expense of approximately $0.04 and $0.03 per diluted share, for the years ended December 31, 2006 and 2007, respectively, based on the number of options outstanding at September 30, 2005, and assuming that we continue to issue stock options under the Plan consistent with our current policy and procedures.

		SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, whereas current accounting rules prescribe that the benefits be reported as an operating cash flow. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Total cash flow will remain unchanged from what would have been reported under prior accounting rules.

2.		Reconciliation of Merchandise Inventory.

Nine months ended Nine months ended
September 30, 2005 September 30, 2004
(In thousands)
Beginning merchandise value $ 760,422 $ 682,367
Inventory additions through acquisitions 8,554 65,829
Purchases 486,209 453,358
Depreciation of rental merchandise (332,965 ) (331,918 )
Cost of goods sold (108,775 ) (98,883 )
Skips and stolens (44,956 ) (39,984 )
Other inventory deletions⁽¹⁾
(15,421 ) (11,913 )

Ending merchandise value $ 753,068 $ 718,856


	Three months ended			Three months ended			Three months ended			Three months ended
	September 30, 2005			September 30, 2004			March 31, 2006			March 31, 2005
	(In thousands)						(In thousands)
Beginning merchandise value	$	773,903		$	736,193		$	752,880		$	760,422
Inventory additions through acquisitions		5,722			904			789			1,275
Purchases		141,224			141,696			216,146			204,858
Depreciation of rental merchandise		(110,126	)		(111,490	)		(110,348	)		(110,735	)
Cost of goods sold		(32,870	)		(29,158	)		(44,130	)		(44,930	)
Skips and stolens		(16,373	)		(14,802	)		(13,114	)		(13,747	)
Other inventory deletions⁽¹⁾		(8,412	)		(4,487	)		(7,412	)		(3,965	)


Ending merchandise value	$	753,068		$	718,856		$	794,811		$	793,178

RENT-A-CENTER, INC. AND SUBSIDIARIES

5.		~~Subsidiary Guarantors —~~~~(continued)~~

		Events of default under the 2003 indenture include customary events, such as a cross-acceleration provision in the event that ~~Rent-A-Center defaults~~ we default in the payment of other debt due at maturity or upon acceleration for default in an amount exceeding $50.0 million.

		The 7¹/2% notes may be redeemed on or after May 1, 2006, at our option, in whole or in part, at a premium declining from 103.75%. The 7¹/2% notes also require that upon the occurrence of a change of control (as defined in the 2003 indenture), the holders of the notes have the right to require Rent-A-Center 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. This would trigger an event of default under our senior credit facility.

		Rent-A-Center and the Subsidiary Guarantors have fully, jointly and severally, and unconditionally guaranteed the obligations of Rent-A-Center with respect to the 7¹/2% 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.

6.		~~Common and Preferred~~ Stock ~~Transactions.~~Repurchase Plan.

		~~On October 24, 2003, we announced our~~Our Board of Directors ~~had rescinded our old common stock repurchase program and~~has authorized a ~~new~~ common stock repurchase program, permitting us to purchase, from time to time, in the open market and privately negotiated transactions, up to an aggregate of ~~$100.0~~$400.0 million of ~~our~~Rent-A-Center common stock. ~~Over a period of time, our Board of Directors increased the authorization for stock repurchases under our new common stock repurchase program to $400.0 million.~~ As of ~~September 30, 2005,~~March 31, 2006, we had purchased a total of ~~12,609,900~~14,628,800 shares of ~~our~~Rent-A-Center common stock for an aggregate of ~~$321.6~~$360.8 million under ~~our~~this common stock repurchase program, of which ~~3,917,200~~202,800 shares were repurchased ~~during~~in the ~~third~~first quarter of ~~2005~~2006 for approximately ~~$80.0~~$4.7 million. ~~Please see “Unregistered Sales of Equity Securities and Use of Proceeds” later in this report.~~

		In May 2005, Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (collectively, “Apollo”) sold all of the remaining shares of our common stock held by them in a public offering which closed on May 31, 2005. We did not receive any of the proceeds from the sale of the shares by Apollo. In connection with such sale, Apollo converted the two issued and outstanding shares of our Series C preferred stock into 180 shares of common stock all of which were sold in the public offering. As a result of the conversion, no shares of our Series C preferred stock remain outstanding. In addition, as a result of the sale by Apollo of all of the shares of our common stock held by them, our stockholders agreement with Apollo terminated pursuant to its terms.

7.		~~Acquisitions.~~

		~~Rent Rite, Inc~~. On May 7, 2004, we completed the acquisition of Rent Rite, Inc. d/b/a Rent Rite Rental Purchase for an aggregate purchase price of $59.9 million. Rent Rite operated 90 stores in 11 states, of which 26 stores were merged with our existing store locations. Approximately 40% of the consideration was paid with 815,592 shares of our common stock, with the remaining portion consisting of cash, the assumption of Rent Rite’s stock options and retirement of Rent Rite’s outstanding debt. The common stock paid as well as the assumption of stock options were recorded at the fair value determined at the effective date of the purchase. The table below summarizes the allocation of the purchase price based on the fair values of the significant assets acquired:

Fair Values
(in thousands)
Rental merchandise $ 18,644
Property assets 1,262
Customer relationships 3,180
Non-compete agreements 242
Goodwill 36,568

Total assets acquired $ 59,896

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

7.		~~Acquisitions —~~~~(continued)~~

		~~Rainbow Rentals, Inc~~. On May 14, 2004, we completed the acquisition of Rainbow Rentals, Inc. for an aggregate purchase price of $109.0 million. Rainbow Rentals operated 124 stores in 15 states, of which 29 stores were merged with our existing store locations. We funded the acquisition entirely with cash on hand. The table below summarizes the allocation of the purchase price based on the fair values of the significant assets acquired:

Fair Values
(in thousands)
Rental merchandise $ 41,337
Property assets 2,864
Customer relationships 4,553
Non-compete agreements 100
Goodwill 60,192

Total assets acquired $ 109,046

		We entered into these transactions seeing them as opportunistic acquisitions that would allow us to expand our store base in conjunction with our strategic growth plans. The prices of the acquisitions were determined by evaluating the average monthly rental income of the acquired stores and applying a multiple to the total. Customer relationships acquired in these transactions are being amortized utilizing the straight-line method over an 18 month period. The non-compete agreements in these transactions are being amortized using the straight-line method over the life of the agreements and, in accordance with SFAS 142, the goodwill associated with the acquisitions are not being amortized.

		~~All acquisitions have been accounted for as purchases, and the operating results of the acquired stores and accounts have been included in our financial statements since their date of acquisition.~~

8.		Guarantees.

		ColorTyme Guarantee.ColorTyme is a party to an agreement with Wells Fargo Foothill, Inc., ~~who~~which provides $50.0 million in aggregate financing to qualifying franchisees of ColorTyme generally of up to five times their average monthly revenues. Under the Wells Fargo agreement, upon an event of default by the franchisee under agreements governing this financing and upon the occurrence of certain other events, Wells Fargo can assign the loans and the collateral securing such loans to ColorTyme, with ColorTyme paying the outstanding debt to Wells Fargo and then succeeding to the rights of Wells Fargo under the debt agreements, including the right to foreclose on the collateral. The Wells Fargo agreement expires in October 2006. Although we believe we will be able to renew our existing agreement or find other financing arrangements, there can be no assurance that we will not need to fund the foregoing guarantee upon the expiration of the existing agreement. An additional $20.0 million of financing is provided by Texas Capital Bank, National Association under an agreement similar to the Wells Fargo financing. Rent-A-Center East ~~Inc., a subsidiary of Rent-A-Center,~~ guarantees the obligations of ColorTyme under each of these agreements, excluding the effects of any amounts that could be recovered under collateralization provisions, up to a maximum amount of $70.0 million, of which ~~$26.0~~$32.5 million was outstanding as of ~~September 30, 2005.~~March 31, 2006. Mark E. Speese, Rent-A-Center’s Chairman of the Board and Chief Executive Officer, is a passive investor in Texas Capital Bank, owning less than 1% of its outstanding equity.

		Other ~~guarantees.~~Guarantees.We also provide assurance to our insurance providers that if they are not able to draw funds from us for claims paid, they have the ability to draw against our letters of credit. Generally, our letters of credit are renewed automatically every year unless we notify the institution not to renew. At ~~September 30, 2005,~~March 31, 2006, we had ~~$103.3~~$107.5 million in outstanding letters of credit under our senior credit facilities, all of which is supported by our $250.0 million revolving facility.

9.		~~Refinancing of Senior Debt.~~

		On July 14, 2004, we refinanced our then existing senior secured debt by entering into new $600.0 million senior credit facilities. Our new $600.0 million senior credit facilities consist of a $350.0 million term loan and a $250.0 million revolving credit facility. On that day, we drew down the $350.0 million term loan and $50.0 million of the revolving facility and utilized the proceeds to repay our existing senior term debt.

129

RENT-A-CENTER, INC. AND SUBSIDIARIES

8~~10.~~		. Store Consolidation Plan.

	On September 6, 2005, we announced our plan to close up to 162 stores by December 31, 2005. The decision to close these stores was based on management’s analysis and evaluation of the markets in which we operate, including our market share, operating results, competitive positioning and growth potential for the affected stores. The 162 stores ~~include~~included 114 stores that we ~~intend~~intended to close and merge with our existing stores and up to 48 additional stores that we ~~intend~~intended to sell, merge with a potential acquisition or close by December 31, 2005. As of ~~September 30, 2005,~~March 31, 2006, we had merged ~~100~~113 of the 114 stores identified to be merged with existing ~~locations. Since September 30, 2005, we have~~locations, sold 35 and merged ~~seven of the remaining 14 and sold 14~~one of the additional 48 stores on the plan. Of the remaining stores, we intend to keep nine of them open and sell ~~close~~ or merge ~~with a potential acquisition.~~the remaining stores.

	We ~~expect to~~estimated that we would incur restructuring expenses in the range of $12.1 million to $25.1 million, ~~which will~~to be recorded in the third and fourth quarters of the fiscal year ending December 31, 2005, based on the closing date of the stores. During the third quarter of 2005, we recorded restructuring charges of $13.0 million. The charges included $6.5 million for lease terminations, $1.8 million for fixed asset disposals and approximately $4.7 for goodwill impairment and other expenses incurred in these closures. The following table presents the original range of estimated charges, the total store consolidation plan charges recorded ~~in the third quarter and~~through March 31, 2006, the estimated range of remaining charges to be recorded in the ~~fourth quarter of the~~ fiscal year ending December 31, ~~2005 (in thousands):~~2006 and the remaining accrual as of March 31, 2006:


														Expense
			Charges to expense		Estimated remaining									recognized through			Estimated remaining
	Closing Plan		during the third		charges for the fourth		Accrual remaining at		Closing Plan Estimate					March 31, 2006			charges for 2006
	Estimate		quarter 2005		quarter 2005		September 30, 2005							(In thousands)
Lease obligations	$	8,661 - $13,047	$	6,502	$	2,159 - $ 6,545	$	5,341	$	8,661	—	$	13,047	$	9,261		$	0	—	$	1,044
Fixed asset disposals		2,630 - 4,211		1,789		841 - 2,422		—		2,630	—		4,211		3,333			0	—		110
Net proceeds from stores sold													—		(2,449	)					—
Other costs⁽¹⁾		830 - 7,875		4,737		0 - 3,138		658		830	—		7,875		4,822			0	—		570

Total	$	12,121 - $25,133	$	13,028	$	3,000 - $12,105	$	5,999	$	12,121	—	$	25,133	$	14,967		$	0	—	$	1,724

RENT-A-CENTER, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

Forward-Looking Statements

The statements, other than statements of historical facts, included in this report are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate” or “believe.” We believe that the expectations reflected in such forward-looking statements are accurate. However, we cannot assure you that these expectations will occur. Our actual future performance could differ materially from such statements. Factors that could cause or contribute to these differences include, but are not limited to:

•		~~uncertainties regarding additional costs and expenses that could be incurred in connection with the store consolidation plan;~~

•		uncertainties regarding the ability to open new rent-to-own stores;

•		our ability to acquire additional rent-to-own stores on favorable terms;

•		our ability to enhance the performance of these acquired stores;

•		our ability to control store level costs;

•		our ability to identify and successfully market products and services that appeal to our customer demographic;

•		our ability to identify and successfully enter new lines of business offering products and services that appeal to our customer ~~demographic;~~demographic, including our financial services products;

•		the results of our litigation;

•		the passage of legislation adversely affecting the rent-to-own ~~industry;~~or financial services industries;

•		interest rates;

•		our ability to enter into new and collect on our rental purchase agreements;

•		our ability to enter into new ~~rental purchase agreements;~~and collect on our short term loans;

•		economic pressures affecting the disposable income available to our targeted consumers, such as high fuel and utility costs;

•		changes in our effective tax rate;

•		our ability to maintain an effective system of internal controls;

•		changes in the number of share-based compensation grants, methods used to value future share-based payments and changes in estimated forfeiture rates with respect to share-based compensation;

•		changes in our stock price and the number of shares of common stock that we may or may not repurchase; and

•		the other risks detailed from time to time in our SEC reports.

Additional important factors that could cause our actual results to differ materially from our expectations are discussed under ~~Risk Factors~~“Risk Factors” later in this report as well as our Annual Report on Form 10-K for our fiscal year ended December 31, ~~2004.~~2005. You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

Our stores generally offer high quality durable products such as major consumer electronics, appliances, computers, and furniture and accessories under flexible rental purchase agreements that generally allow the customer to obtain ownership of the merchandise at the conclusion of an agreed-upon rental period. These rental purchase agreements are designed to appeal to a wide variety of customers by allowing them to obtain merchandise that they might otherwise be unable to obtain due to insufficient cash resources or a lack of access to credit. These agreements also cater to customers who only have a temporary need or who simply desire to rent rather than purchase the merchandise.

Rental payments are made generally on a weekly basis and, together with applicable fees, constitute our primary revenue source. Our expenses primarily relate to merchandise costs and the operations of our stores, including salaries and benefits for our employees, occupancy ~~expense~~expenses for our leased real estate, merchandise delivery expenses, advertising expenses, lost, damaged, or stolen merchandise, fixed asset depreciation, and corporate and other expenses.

We have pursued an aggressive growth strategy since 1993. We have sought to acquire underperforming rent-to-own stores to which we could apply our operating model as well as open new stores. As a result, acquired stores have generally experienced more significant revenue growth during the initial periods following their acquisition than in subsequent periods. Because of significant growth since our formation, our historical results of operations and period-to-period comparisons of such results and other financial data, including the rate of earnings growth, may not be meaningful or indicative of future results.

We plan to accomplish our future growth through selective and opportunistic acquisitions of existing rent-to-own stores, and development of new rent-to-own stores. Typically, a newly opened rent-to-own store is profitable on a monthly basis in the ninth to twelfth month after its initial opening. Historically, a typical store has achieved cumulative break-even profitability in 18 to 24 months after its initial opening. Total financing requirements of a typical new store approximate $500,000, with roughly 75% of that amount relating to the purchase of rental merchandise inventory. A newly opened store historically has achieved results consistent with other stores that have been operating within the system for greater than two years by the end of its third year of operation. As a result, our quarterly earnings are impacted by how many new stores we opened during a particular quarter and the quarters preceding it. In addition, we strategically open or acquire stores near market areas served by existing stores (“cannibalize”) to enhance service levels, gain incremental sales and increase market penetration. This planned cannibalization may negatively impact our same store revenue. There can be no assurance that we will open any new rent-to-own stores in the future, or as to the number, location or profitability thereof.

Furthermore, we are evaluating other growth strategies, including offering additional products and services designed to appeal to our customer demographic, both through our new and existing rent-to-own stores as well as the entry into additional lines of business. ~~On June 30,~~In 2005, we ~~acquired 27 stores in six Western states which offer~~began offering an array of financial services in addition to traditional rent-to-own ~~products.~~products in our existing rent-to-own stores. These financial services include, but are not limited to, short term secured and unsecured loans, bill paying, debit cards, check cashing and money transfer services. We believe that traditional financial services providers ineffectively market to our customer base and that an opportunity exists for us to leverage our knowledge of this demographic, as well as our operational infrastructure, into a complementary line of business offering financial services designed to appeal to our customer demographic. As of March 31, 2006, 56 locations in the northwestern United States were offering some or all of these financial services. We intend to ~~begin offering similar~~offer these financial services in up140 to ~~25 existing~~200 Rent-A-Center store locations ~~during~~by the ~~fourth quarter~~end of ~~2005.~~2006. There can be no assurance that we will be successful in our efforts to expand our operations to include such complementary financial ~~products or~~ services, or that such operations, should they be added, will prove to be profitable.

RENT-A-CENTER, INC. AND SUBSIDIARIES

Recent Developments

As of ~~October 26, 2005,~~April 27, 2006, we have acquired accounts from ~~one store,~~two stores, opened three new stores and closed 27ten stores during the ~~fourth~~second quarter of ~~2005.~~2006. Of the closed stores, 14three were sold and 7seven were merged with existing locations in connection with our store consolidation plan. Five other stores were closed as a result of Hurricane Katrina and another store, unrelated to our store closing plan, was sold. It is our intentionlocations. We intend to increase the number of rent-to-own stores we operate by an average of approximately 5% per year over the next several years. Additionally, as of April 27, 2006, we have added financial services to three additional existing rent-to-own locations during the second quarter of 2006.

Critical Accounting Policies Involving Critical Estimates, Uncertainties or Assessments in Our Financial Statements

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent ~~assets~~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 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.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

Self-Insurance Liabilities.We have self-insured retentions with respect to losses under our workers’ compensation, general liability, and auto liability ~~and employee health~~ insurance policies. 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, which are prepared using methods and assumptions in accordance with standard actuarial practice, and third party claim administrator loss estimates which are based on known facts surrounding individual claims. ~~Each quarter,~~Periodically we reevaluate our estimate of liability within our self-insured retentions, including our assumptions related to our loss forecasts and estimates, using updated actuarial loss forecasts ~~updated during the quarter~~ and currently valued third party claim administrator loss estimates. We evaluate the adequacy of our accruals by comparing amounts accrued 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 accruals as needed based upon such review.

Over the previous 10 years, our loss exposure has increased, primarily as a result of our growth. We ~~instituted~~continually institute procedures to manage our loss exposure through a greater focus on the risk management function, a transitional duty program for injured workers, ongoing safety and accident prevention training, and various programs designed to minimize losses and improve our loss experience in our store locations.

As of ~~September 30, 2005,~~March 31, 2006, the net amount accrued for losses within our self-insured retentions was ~~$97.8~~$100.6 million, as compared to ~~$83.6~~$90.3 million at ~~September 30, 2004.~~March 31, 2005. The increase in the net amount accrued for the ~~2005~~2006 period is a result of an estimate for new claims expected for the current policy period, which incorporates our store growth, increased number of employees, increases in health care costs, and the net effect of prior period claims which have closed or for which additional development or changes in estimates have occurred.

Litigation Reserves.We are the subject of litigation in the ordinary course of our business. Our litigation involves, among other things, actions relating to claims that our rental purchase agreements constitute installment sales contracts, violate state usury laws or violate other state laws to protect consumers, claims asserting violations of wage and hour laws in our employment practices, as well as claims we violated the federal securities laws. In preparing our financial statements at a given point in time, we account for these contingencies pursuant to the provisions of SFAS No. 5, which requires that we accrue for losses that are both probable and reasonably estimable.

Each quarter, we make estimates of our probable liabilities, if reasonably estimable, and record such amounts in our consolidated financial statements. These amounts represent our best estimate, or may be the minimum range of probable loss when no single best estimate is determinable. We, together with our counsel, monitor developments related to these legal matters and, when appropriate, adjustments are made to reflect current facts and circumstances. As of ~~September 30, 2005,~~March 31, 2006, we had accrued ~~$1.9~~$3.8 million ~~in connection with~~relating to our outstanding litigation, of which approximately $1.3 million is related to the prospective settlement of the~~Pucci/Chess~~Rose/Madrigal ~~matter,~~matters, and an additional ~~$400,000~~$2.5 million for anticipated legal fees and expenses with respect to our other outstanding litigation, ~~(other than the~~~~Pucci/Chess~~~~matter)~~ as compared to ~~$49.6~~$40.8 million for the quarter ended ~~September 30, 2004,~~March 31, 2005, of which we had accrued ~~$47.0~~$39.0 million in connection with the settlement of theGriego/Carrillomatter, and an additional ~~$2.6~~$1.8 million for probable litigation costs with respect to our other outstanding ~~litigation (other than the~~~~Griego/Carrillo~~~~matter). The amounts accrued, relating to the prospective settlement in the~~~~Pucci/Chess~~~~matter, and for anticipated legal fees and expenses with respect to our remaining outstanding litigation (other than the~~~~Pucci/Chess~~~~matter), represent our estimate of the probable liabilities with respect to such~~ litigation.

RENT-A-CENTER, INC. AND SUBSIDIARIES

The ultimate outcome of our litigation is uncertain, and the amount of loss we may incur, if any, cannot in our judgment be reasonably estimated. Additional developments in our litigation or other adverse or positive developments or rulings in our litigation, could affect our assumptions and thus, our accrual.

Income Tax Reserves. We are subject to federal, state, local and foreign income taxes. We estimate our liabilities for income tax exposure by evaluating our income tax reserves each quarter based on the information available to us, and establishing reserves in accordance with the criteria for accrual under SFAS No. 5. In estimating this liability, we evaluate a number of factors in ascertaining whether we may have to pay additional taxes and interest when all examinations by taxing authorities are concluded. The actual amount accrued as a liability is based on an evaluation of the underlying facts and circumstances, a thorough research of the technical merits of our tax positions taken, and an assessment of the chances of us prevailing in our tax positions. We consult with external tax advisers in researching our conclusions. At March 31, 2006, we had accrued $5.2 million relating to our contingent liabilities for income taxes, as compared to $10.4 million at March 31, 2005. The decrease in the amount accrued at March 31, 2006 primarily relates to 2005 adjustments made for the reversal of a $3.3 million state tax reserve in connection with a change in estimate as well as a $2.0 million tax audit reserve associated with the favorable resolution of our 1998 and 1999 federal tax returns, offset slightly by our normal tax accruals.

If we make changes to our accruals in any of these areas in accordance with the policies described above, these changes would impact our earnings. Increases to our accruals would reduce earnings and similarly, reductions to our accruals would increase our earnings. A pre-tax change of $1.1 million in our estimates would result in a corresponding ~~$.01~~$0.01 change in our earnings per common share.

Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our consolidated financial statements provide a meaningful and fair perspective of our company. However, we do not suggest that other general risk factors, such as those discussed later in this report and in our Annual Report on Form 10-K for our fiscal year ended December 31, 2005 as well as changes in our growth objectives or performance of new or acquired stores, could not adversely impact our consolidated financial position, results of operations and cash flows in future periods.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

Significant Accounting Policies

Our significant accounting policies are summarized below and in Note A to our consolidated financial statements included in our Annual Report on Form 10-K.

Revenue. 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 as payments are received and merchandise sales revenue is recognized when the customer exercises ~~his/her~~their purchase option and pays the cash price due. Revenue for the total amount of the rental purchase agreement is not accrued because the customer can ~~cancel~~terminate the rental ~~contract~~agreement at any time and we cannot enforce collection for non-payment of rents. Because Get It Now makes retail sales on an installment credit basis, Get It Now’s revenue is recognized at the time of such retail sale, as is the cost of the merchandise sold, net of a provision for uncollectible accounts. The revenue from our financial services is recorded differently depending on the type of transaction. Fees collected on loans are recognized ratably over the term of the loan. For money orders, wire transfers, check cashing and other customer service type transactions, fee revenue is recognized at the time of the transactions.

Franchise Revenue.Revenue from the sale of rental merchandise is recognized upon shipment of the merchandise to the franchisee. Franchise fee revenue is recognized upon completion of substantially all services and satisfaction of all material conditions required under the terms of the franchise agreement.

Depreciation of Rental Merchandise. Depreciation of rental merchandise is included in the cost of rentals and fees on our statement of earnings. We depreciate our rental merchandise using the income forecasting method. ~~The~~Under the income forecasting method, ~~of depreciation we use does not consider salvage value and does not allow the depreciation of rental~~ merchandise ~~during periods when it~~held for rent is not ~~generating~~depreciated and merchandise on rent is depreciated in the proportion of rents received to total rents provided in the rental ~~revenue. The objective~~contract, which is an activity-based method similar to the units of ~~this method of depreciation is to provide for consistent depreciation expense while the merchandise is on rent. We accelerate the depreciation on~~production method. On computers that are 24 months old or older and which have become idle, depreciation is recognized using the straight-line method for a period of at least six months, generally not to exceed an aggregate depreciation period of 3036 months. The purpose is to better reflect the depreciable life of a computer in our ~~stores.~~stores and to encourage the sale of older computers.

RENT-A-CENTER, INC. AND SUBSIDIARIES

Cost of Merchandise Sold. Cost of merchandise sold represents the book value net of accumulated depreciation of rental merchandise at time of sale.

Salaries and Other Expenses. Salaries and other expenses include all salaries and wages paid to store level employees, together with market managers’ salaries, travel and occupancy, including any related benefits and taxes, as well as all store level general and administrative expenses and selling, advertising, insurance, occupancy, delivery, fixed asset depreciation and other operating expenses.

General and Administrative Expenses. General and administrative expenses include all corporate overhead expenses related to our headquarters such as salaries, taxes and benefits, occupancy, administrative and other operating expenses.

Results of Operations

During the third quarter of 2005, we recorded pre-tax expenses of approximately $7.7 million related to the damage caused by Hurricanes Katrina and Rita. These costs relate primarily to goodwill impairment of approximately $3.7 million and inventory losses of approximately $3.6 million.

~~Nine~~Three Months Ended ~~September 30, 2005~~March 31, 2006 compared to ~~Nine~~Three Months Ended ~~September 30, 2004~~March 31, 2005

Store Revenue. Total store revenue increased by ~~$33.1~~$4.6 million, or ~~2.0%~~0.8%, to ~~$1,725.8~~$593.7 million for the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$1,692.7~~$589.1 million for the ~~nine~~three months ended ~~September 30, 2004.~~March 31, 2005. The increase in total store revenue is primarily attributable to approximately $70.5 million in incremental revenue from new stores and acquisitions, net of stores sold and the effects of merged stores, during the first nine months of 2005 as compared to 2004, offset by a decreasean increase in same store sales of ~~2.8%.~~approximately $9.1 million, offset by the revenue lost from the stores that were closed or sold during the 12 month period ending March 31, 2006.

Same store revenues represent those revenues earned in stores that were operated by us for each of the entire ~~nine~~three month periods ending ~~September 30,~~March 31, 2006 and 2005, ~~and 2004,~~ excluding store locations that received accounts through an acquisition or merger of an existing store location. Same store revenues ~~decreased~~increased by ~~$37.4~~$9.1 million, or ~~2.8%~~1.8%, to ~~$1,303.2~~$503.8 million for the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$1,340.6~~$494.7 million in ~~2004.~~2005. This ~~decrease~~increase in same store revenues was primarily attributable to our change in promotional activities and a ~~decrease~~slight increase in ~~the average number of customers and agreements on rent on a per store basis during the first nine months of 2005 as compared to the first nine months of 2004.~~

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~customer traffic.

Franchise Revenue. Total franchise revenue ~~decreased~~increased by ~~$5.2 million,~~$537,000, or ~~14.6%~~4.2%, to ~~$30.1~~$13.3 million for the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$35.3~~$12.8 million in ~~2004.~~2005. This ~~decrease~~increase was primarily attributable to ~~a decrease~~an increase in ~~merchandise sales to franchise locations as a result~~the number of ~~21 fewer franchised locations, on a weighted average basis, operating~~new franchisees purchasing merchandise in the first ~~nine months~~quarter of ~~2005~~2006 as compared to the first ~~nine months~~quarter of ~~2004. The number of locations has declined as a result of the purchase of 53 franchise locations by other Rent-A-Center subsidiaries since September 30, 2004.~~2005.

Cost of Rentals and Fees. Cost of rentals and fees consists of depreciation of rental merchandise and the costs associated with our membership ~~programs, which began in 2004.~~programs. Cost of rentals and fees ~~for the nine months ended September 30, 2005~~ increased by ~~$4.8 million,~~approximately $300,000, or ~~1.5%~~0.3%, to ~~$338.7~~$112.8 million for the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$333.9~~$112.5 million in ~~2004. This increase is a result of an increase in rental revenue for the first nine months of 2005 compared to the first nine months of 2004.~~2005. Cost of rentals and fees expressed as a percentage of store rentals and fees revenue ~~was~~remained constant at 21.7% for the ~~nine months ending September 30, 2005~~quarters ended March 31, 2006 and ~~2004.~~2005.

Cost of Merchandise Sold. Cost of merchandise sold increased by ~~$9.5~~$2.0 million, or ~~10.5%~~4.9%, to ~~$100.6~~$44.1 million for the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$91.1~~$42.1 million in ~~2004.~~2005. This increase was primarily a result of an increase in the number of items sold during the first ~~nine months~~quarter of ~~2005~~2006 as compared to the first ~~nine months of 2004.~~quarter 2005. The gross margin percent of merchandise sales decreased to ~~27.9% in 2005 from 30.1% in 2004. This decrease is attributable to a decrease in the average selling price of merchandise sold during the first nine months of 2005 as compared to 2004.~~

~~Salaries and Other Expenses~~. Salaries and other expenses increased by $70.8 million, or 7.5%, to $1,017.4 million for the nine months ended September 30, 2005 as compared to $946.6 million in 2004. The increase was primarily the result of an increase in salaries and wages and occupancy costs due to an increased number of stores in the 2005 period, higher fuel expenses relating to product deliveries and utility costs, as well as the impact of Hurricanes Katrina and Rita. For the nine months ended September 30, 2005, there were 102 more stores, on a weighted average basis, operating during the period as compared to 2004. Salaries and other expenses expressed as a percentage of total store revenue increased to 59.0% for the nine months ended September 30, 2005 from 55.9% in 2004. This percentage increase was primarily attributable to the decrease in same store sales during the first nine months of 2005 as compared to 2004.

~~Franchise Cost of Merchandise Sold~~. Franchise cost of merchandise sold decreased by $4.7 million, or 15.8%, to $25.0 million for the nine months ended September 30, 2005 as compared to $29.7 million in 2004. This decrease was primarily attributable to a decrease in merchandise sales to franchise locations as a result of 21 fewer franchised locations, on a weighted average basis, operating in the first nine months of 2005 as compared to the first nine months of 2004. The number of locations has declined as a result of the purchase of 53 franchise locations by other Rent-A-Center subsidiaries since September 30, 2004.

~~General and Administrative Expenses~~. General and administrative expenses increased by $4.3 million, or 7.7%, to $60.7 million for the nine months ended September 30, 2005, as compared to $56.4 million for the first nine months of 2004. General and administrative expenses expressed as a percentage of total revenue increased slightly to 3.5% for the nine months ending September 30, 2005 as compared to 3.3% for the nine months ending September 30, 2004.

~~Operating Profit~~. Operating profit decreased by $17.2 million, or 8.3%, to $190.0 million for the nine months ended September 30, 2005 as compared to $207.2 million in 2004. Excluding the pre-tax litigation reversion credit of $8.0 million recorded31.2% in the first quarter of 2005, the pre-tax restructuring charge of $13.0 million recorded in the third quarter of 2005 and the pre-tax litigation charge of $47.0 million recorded in the third quarter of 2004, operating profit decreased by $59.2 million, or 23.3%, to $195.0 million for the nine months ended September 30, 2005 as compared to $254.2 million in 2004. Operating profit as a percentage of total revenue decreased to 11.1% for the nine months ended September 30, 2005 before the pre-tax litigation reversion credit and restructuring charge in 2005,2006 from 14.7% in the first nine months of 2004 before the pre-tax litigation charge in 2004. These decreases were primarily attributable to the decrease in same store sales and the increase in salaries and other expenses during the first nine months of 2005 versus 2004 as discussed above.

~~Net Earnings~~. Net earnings decreased by $8.3 million, or 7.6%, to $100.7 million for the nine months ended September 30, 2005 as compared to $109.0 million in 2004. Excluding the pre-tax litigation reversion credit of $8.0 million recorded33.0% in the first quarter of 2005, a pre-tax restructuring charge of $13.0 million recorded in the third quarter, a $2.0 million tax audit reserve credit recorded in the second quarter of 2005, and a $47.0 million litigation charge and $4.2 million refinance charge recorded in the third quarter of 2004, net earnings decreased by $39.1 million, or 27.7%, to $101.9 million for the nine months ended September 30, 2005 as compared to $141.0 million in 2004. This decrease was primarily attributable to the decrease in same store sales and the increase in salaries and other expenses during the first nine months of 2005 versus 2004 as discussed above.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

~~Three Months Ended September 30, 2005 compared to Three Months Ended September 30, 2004~~

~~Store Revenue~~. Total store revenue increased by $5.7 million, or 1.0%, to $564.9 million for the three months ended September 30, 2005 as compared to $559.2 million for the three months ended September 30, 2004. The increase in total store revenue is primarily attributable to approximately $7.7 million in incremental revenue from new stores and acquisitions, net of stores sold and the effects of merged stores, during the third quarter of 2005 as compared to 2004, offset by a decrease in same store sales of 0.4%.

Same store revenues represent those revenues earned in stores that were operated by us for each of the entire three month periods ending September 30, 2005 and 2004, excluding store locations that received accounts through an acquisition or merger of an existing store location. Same store revenues decreased by $2.0 million, or 0.4%, to $465.4 million for the three months ended September 30, 2005 as compared to $467.4 million in 2004. This decrease in same store revenues was primarily attributable to a decrease in the average number of customers and agreements on rent on a per store basis during the third quarter of 2005 as compared to the third quarter of 2004.

~~Franchise Revenue~~. Total franchise revenue decreased by $1.8 million, or 17.6%, to $8.6 million for the three months ended September 30, 2005 as compared to $10.4 million in 2004. This decrease was primarily attributable to a decrease in merchandise sales to franchise locations as a result of 28 fewer franchised locations, on a weighted average basis, operating in the third quarter of 2005 as compared to the third quarter of 2004. The number of locations has declined as a result of the purchase of 53 franchise locations by other Rent-A-Center subsidiaries since September 30, 2004.

~~Cost of Rentals and Fees~~. Cost of rentals and fees consists of depreciation of rental merchandise and the costs associated with our membership programs, which began in 2004. Cost of rentals and fees for the three months ended September 30, 2005, decreased by approximately $400,000, or 0.4%, to $112.2 million for the three months ended September 30, 2005 as compared to $112.6 million in 2004. Cost of rentals and fees expressed as a percentage of store rentals and fees revenue decreased slightly to 21.7% for the quarter ending September 30, 2005 as compared to 21.8% for the same period in 2004.

~~Cost of Merchandise Sold~~. Cost of merchandise sold increased by $3.3 million, or 12.4%, to $30.3 million for the three months ended September 30, 2005 as compared to $27.0 million in 2004. This increase was primarily a result of an increase in the number of items sold during the third quarter of 2005 as compared to the third quarter 2004. The gross margin percent of merchandise sales decreased to 22.7% in 2005 from 25.6% in 2004.2005. This decrease was primarily attributable to a decrease in the average selling price of merchandise sold during the ~~third~~first quarter of ~~2005~~2006 as compared to the ~~third~~first quarter of ~~2004.~~2005.

Salaries and Other Expenses. Salaries and other expenses increased by ~~$24.0~~$4.8 million, or ~~7.3%~~1.4%, to ~~$350.4~~$338.8 million for the three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$326.4~~$334.0 million in ~~2004.~~2005. Salaries and other expenses expressed as a percentage of total store revenue increased to ~~62.0%~~57.1% for the three months ended ~~September 30, 2005~~March 31, 2006 from ~~58.4%~~56.7% in ~~2004.~~2005. The slight increases are primarily the result of an increase in salaries and wages ~~and occupancy costs~~of approximately $2.0 million due to ~~an increased number~~the recognition of ~~stores in the 2005 period,~~stock option expenses as well as higher fuel expenses relating to product deliveries and utility costs, as well as the impact of Hurricanes Katrina and Rita. For the three months ended September 30, 2005, there were 19 more stores, on a weighted average basis, operating during the period as compared to 2004.costs.

Franchise Cost of Merchandise Sold. Franchise cost of merchandise sold ~~decreased~~increased by ~~$1.6 million,~~$690,000, or ~~18.9%~~6.4%, to ~~$7.0~~$11.6 million for the three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$8.6~~$10.9 million in ~~2004.~~2005. This ~~decrease~~increase was primarily attributable to ~~a decrease in merchandise sales to franchise locations as a result of 28 fewer franchised locations, on a weighted average basis, operating~~an increase in the ~~third~~number of new franchisees purchasing merchandise in the first quarter of ~~2005~~2006 as compared to the ~~third~~first quarter of ~~2004. The number of locations has declined as a result of the purchase of 53 franchise locations by other Rent-A-Center subsidiaries since September 30, 2004.~~2005.

General and Administrative Expenses. General and administrative expenses increased by ~~$2.4~~$1.7 million, or ~~12.8%~~9.1%, to ~~$21.2~~$20.9 million for the three months ended ~~September 30, 2005,~~March 31, 2006, as compared to ~~$18.8~~$19.2 million in ~~2004.~~2005. General and administrative expenses expressed as a percentage of total revenue increased to ~~3.7% for the three months ending September 30, 2005 as compared to 3.3% for the three months ending September 30, 2004.~~

~~Operating Profit~~~~. Operating profit increased by $6.7 million, or 27.3%, to $31.0 million~~3.5% for the three months ended ~~September 30, 2005~~March 31, 2006 as compared to $24.3 million in 2004. Excluding the pre-tax restructuring charge of $13.0 million recorded in the third quarter of 2005 and the pre-tax litigation charge of $47.0 million recorded in the third quarter of 2004, operating profit decreased by $27.3 million, or 38.3%, to $44.0 million3.2% for the three months ended ~~September 30, 2005 as~~March 31, 2005. These increases are primarily attributable to additional personnel and related expansion at our corporate office to support growth, including our plans to expand into complimentary lines of business in our rent-to-own stores.

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Amortization of Intangibles.Amortization of intangibles decreased by $1.4 million, or 61.4%, to $886,000 for the three months ended March 31, 2006 as compared to ~~$71.3~~$2.3 million in 2005. This decrease was primarily attributable to the completed customer relationship amortization associated with previous acquisitions, such as the acquisition of Rainbow Rentals, Inc. and Rent-Rite in 2004.

Operating Profit. Operating profit decreased by $10.5 million, or 12.2%, to $75.5 million for the three months ended March 31, 2006 as compared to $86.0 million in 2005. Operating profit as a percentage of total revenue decreased to ~~7.7%~~12.4% for the three months ended ~~September 30, 2005 before the pre-tax restructuring charge in 2005,~~March 31, 2006 from ~~12.5%~~14.3% for the three months ended ~~September 30, 2004 before the pre-tax litigation charge in 2004.~~March 31, 2005. These decreases were primarily attributable to the ~~decrease~~$8.0 million legal reversion recorded in ~~same store sales and~~the first quarter of 2005 as well as the increase in salaries and other expenses during the ~~third~~first quarter of 2006 versus 2005 as discussed above.

Interest Expense. Interest expense increased by $2.1 million, or 19.8%, to $13.0 million for the three months ended March 31, 2006 as compared to $10.9 million in 2005. This increase was primarily attributable to increased borrowings under our revolving credit facility during the first quarter of 2006 as compared to the first quarter of 2005, ~~versus 2004~~ as ~~discussed above.~~well as an increase in our weighted interest rate to 6.41% during the first quarter of 2006 as compared to 4.51% during the first quarter of 2005.

Net Earnings. Net earnings ~~increased~~decreased by ~~$5.7~~$7.4 million, or ~~102.4%~~15.4%, to ~~$11.3~~$40.3 million for the three months ended ~~September 30, 2005~~March 31, 2006 as compared to ~~$5.6~~$47.7 million in 2004. Excluding the a pre-tax restructuring charge of $13.0 million recorded in the third quarter, a pre-tax litigation charge of $47.0 million and a pre-tax refinance charge of $4.2 million, both recorded in the third quarter of 2004, net earnings decreased by $16.6 million, or 44.2%, to $20.9 million for the three months ended September 30, 2005 as compared to $37.5 million in 2004.2005. This decrease was primarily attributable to the ~~decrease~~$8.0 million legal reversion recorded in ~~same store sales and~~the first quarter of 2005 as well as the increase in salaries and other expenses during the ~~third~~first quarter of ~~2005~~2006 versus ~~2004~~2005 as discussed above.

Liquidity and Capital Resources

Cash provided by operating activities decreased by ~~$140.4~~$26.5 million to ~~$143.7~~$61.1 million for the ~~nine~~three months ~~ending September 30, 2005~~ended March 31, 2006 as compared to ~~$284.1~~$87.6 million in ~~2004.~~2005. This decrease is ~~primarily~~ attributable to a decrease in ~~our~~net earnings and changes in deferred income taxes ~~related to~~resulting from the reversal of the ~~cash benefit related to~~effect that the ~~Jobs~~Job Creation and ~~Growth Tax Relief Reconciliation~~Workers Assistance Act of ~~2003~~2002 had on our cash flow as discussed later in this report, an increase in inventory purchases related to our increased store base and a decrease in the change in our accrued liabilities during the first nine months of 2005 as compared to the first nine months of 2004. The decrease in our accrued liabilities was primarily due to the recording of the $47.0 millionunder~~Griego~~Deferred Taxes~~settlement in 2004 (which was paid in 2005), and an increase of approximately $14.6 million in income tax liabilities paid in 2005 as compared to 2004.~~below.

Cash used in investing activities ~~decreased~~increased by ~~$135.0~~$3.5 million to ~~$73.1~~$17.8 million during the ~~nine~~three month period ~~ending September 30, 2005~~ended March 31, 2006 as compared to ~~$208.1~~$14.3 million in ~~2004.~~2005. This ~~decrease~~increase is primarily attributable to ~~the larger acquisitions that occurred~~an increase in property assets purchased in the first ~~nine months~~quarter of ~~2004, such as the acquisitions of Rainbow Rentals, Inc. and Rent Rite, Inc.,~~2006 as compared to ~~the acquisitions that occurred~~2005, offset by a decrease in the ~~first nine months of 2005.~~amount spent on acquisitions.

Cash used in financing activities decreased by ~~$78.8~~$1.8 million to ~~$76.6~~$55.1 million during the ~~nine~~three month period ~~ending September 30, 2005~~ended March 31, 2006 as compared to ~~$155.4~~$56.9 million in ~~2004.~~2005. This decrease is primarily a result of ~~a reduction~~the changes in our outstanding debt, the amount of treasury stock ~~repurchases during~~repurchased, amounts received from stock options exercised and tax benefit of options exercised in the first ~~nine months~~quarter of ~~2005~~2006 as compared to ~~the same period in 2004.~~2005.

Liquidity Requirements.Our primary liquidity requirements are for debt service, rental merchandise purchases, capital expenditures, and implementation of our growth strategies, including store expansion ~~program.~~and investment in our financial services business. Our primary sources of liquidity have been cash provided by operations, borrowings and sales of debt and equity securities. In the future, ~~we may incur~~to provide any additional ~~debt, or may issue debt or equity securities to finance~~funds necessary for the continued pursuit of our operating and growth ~~strategies.~~strategies, we may incur from time to time additional short 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 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.

We believe that the cash flow generated from operations, together with amounts available under our senior credit facilities, will be sufficient to fund our debt service requirements, rental merchandise purchases, capital expenditures, and our store expansion programs ~~into 2006.~~during the next twelve months. Our revolving credit facilities, ~~as well as~~including our $10.0 million line of credit at Intrust Bank, provide us with revolving loans in an aggregate principal amount not exceeding $260.0 million, of which ~~$111.4~~$112.5 million was available at ~~October 26, 2005.~~April 27, 2006. At ~~October 26, 2005,~~April 27, 2006, we had ~~approximately $46.5~~$25.6 million in cash. To the extent we have available cash that is not necessary ~~for store openings or acquisitions,~~to fund the items listed above, we intend to repurchase additional shares of our common stock, repurchase some of our outstanding subordinated notes, as well as make additional payments to service our existing debt. 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.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

~~Litigation.~~Litigation~~On June 23,~~. In November 2005, we reached an agreement in principle ~~with~~to settle all of the ~~plaintiffs to resolved~~pending lawsuits and related matters in Washington brought by the plaintiffs’ counsel in the~~Rob Pucci, et. al. v. Rent-A-Center, Inc.and~~~~Jeremy Chess et. al v. Rent-A-Center, Inc., et. al.~~Rose/Madrigalmatters ~~pending in state court in Multnomah County, Oregon.~~on an agreed state-wide class basis for $1.25 million. These matters ~~allege~~alleged violations of various provisions of ~~Oregon~~Washington state law regarding overtime, lunch and work breaks, failure to pay wages due to our ~~Oregon~~Washington employees, and various ~~contract claims that we promised but failed to pay overtime. Under~~labor related matters. In January 2006, the ~~terms~~court inRose/Madrigalpreliminarily approved the class settlement. On April 21, 2006, the court issued its final approval of the class settlement ~~which has now been documented~~ and ~~preliminarily approved by the court, we anticipate we will pay $1.75 million in cash to settle total class claims, provided that~~dismissed the class ~~does not exceed 650 individuals. If~~action with prejudice. We anticipate funding the ~~class exceeds 650 individuals, we agreed~~settlement pursuant to ~~pay an additional $750.00 per individual class member over 650.~~the settlement agreement in May 2006. To account for ~~the~~this prospective settlement, as well as our own attorneys’ fees, we have accrued an aggregate of ~~$1.9~~$1.3 million for this matter as of ~~September 30, 2005. We expect to pay the entire settlement amount in the first quarter of 2006, following final approval of the settlement by the court.~~

While we believe that the terms of this settlement are fair, there can be no assurance that the settlement, if completed, will be approved by the court in its present form. We believe that the cash flow generated from operations will be sufficient to fund the prospective settlement without adversely affecting our liquidity.March 31, 2006.

Additional settlements or judgments against us on our existing litigation could affect our liquidity. Please refer to “Legal Proceedings” later in this report.

~~Income~~Deferred Taxes.On March 9, 2002, President Bush signed into law the Job Creation and Worker Assistance Act of 2002, which provides for accelerated tax depreciation deductions for qualifying assets placed in service between September 11, 2001 and September 10, 2004. Under these provisions, ~~30 percent~~30% of the basis of qualifying property is deductible in the year the property is placed in service, with the remaining ~~70 percent~~70% of the basis depreciated under the normal tax depreciation rules. For assets placed in service between May 6, 2003 and December 31, 2004, the Jobs and Growth Tax Relief Reconciliation Act of 2003 increased the percent of the basis of qualifying property deductible in the year the property ~~was~~is placed in service from 30% to 50%. Accordingly, our cash flow ~~during 2002 through 2004~~ benefited from ~~having a~~the resulting lower ~~current~~ cash tax ~~obligation, which~~obligations in ~~turn provided additional cash flows from operations.~~those prior years. We estimate that our operating cash flow, on a net cumulative basis, from the accelerated depreciation deductions on rental merchandise increased by approximately ~~$106.3~~$85.3 million through ~~2004 from the accelerated tax depreciation deductions.~~2004. The associated deferred tax liabilities ~~now have begun~~are expected to reverse ~~doing so~~ over a three year period ~~beginning~~which began in 2005. Approximately ~~75% will reverse~~$67.0 million, or 79%, reversed in ~~2005, 20%~~2005. We expect that $15.2 million, or 18%, will reverse in 2006 and the ~~remainder~~remaining $3.1 million will reverse in ~~2007. We expect to pay approximately $28.5 million in taxes during the remainder of 2005. We also expect to pay approximately $21.3 million and $5.3 million~~2007, which will result in additional cash taxes and a corresponding decrease in ~~2006 and 2007, respectively, due to the reversal of the~~our deferred tax liabilities discussed above.

Rental Merchandise Purchases. We purchased ~~$486.2~~$216.1 million and ~~$453.4~~$204.9 million of rental merchandise during the ~~nine~~three month periods ~~ending September 30,~~ended March 31, 2006 and 2005, ~~and 2004,~~ respectively.

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. We spent ~~$41.0~~$15.6 million and ~~$53.4~~$10.9 million on capital expenditures during the ~~nine~~three month periods ~~ending September 30,~~ended March 31, 2006 and 2005, ~~and 2004,~~ respectively, and expect to spend approximately ~~$19.0~~$67.0 million for the remainder of ~~2005.~~2006, which includes amounts we intend to spend with respect to expanding our financial services business and our new corporate headquarters facility as discussed below.

In December 2005, we ~~expect to close the acquisition of~~acquired approximately 15 acres of land located in Plano, Texas, on which we intend to build a new corporate headquarters facility. The purchase price for the land ~~is expected to be~~was approximately ~~$4.5~~$5.2 million. Building costs are expected to be in the range of $20.0-$25.0 million, ~~with~~and construction ~~beginning~~began in ~~December 2005.~~January 2006. Building costs will be paid on a percentage of completion basis throughout the construction period, and the building is expected to be completed by the end of 2006. We intend to finance this project from cash flow generated from operations. Our remaining lease obligation on our existing location, as of the estimated move date, will be approximately $6.2 million. We anticipate subleasing some or all of the space at our current location to offset the remaining lease obligation. Additionally, we have adjusted the remaining life on the assets which will be abandoned upon our move to the new facility.

Acquisitions and New Store Openings.During the first ~~nine~~three months of ~~2005,~~2006, we acquired 39two stores, accounts from 35five additional locations, opened 3910 new stores, and closed ~~166~~17 stores. Of the closed stores, ~~152~~14 were merged with existing store locations ~~eight stores were closed due to Hurricane Katrina~~ and ~~six~~three stores were sold. The acquired stores and accounts were the result of 33seven separate transactions ~~for~~with an aggregate price of approximately ~~$35.6 million,~~$2.7 million. Additionally, during the first quarter of ~~which $3.4 million will be paid at the conclusion of an escrow period.~~

~~As of October 26, 2005,~~2006, we have ~~acquired accounts from~~added financial services to 17 existing rent-to-own store locations, consolidated one store ~~opened three new stores~~with financial services into an existing location and ~~closed 27 stores during~~ended the ~~fourth~~first quarter of ~~2005. Of the closed~~2006 with a total of 56 stores 14 were sold and 7 were merged with existing locations in connection with our store consolidation plan. Five other stores were closed as a result of Hurricane Katrina and another store, unrelated to our store closing plan, was sold. For the entire year ending December 31, 2005, we intend to add to our store base by opening approximately 60-70 new store locations as well as pursuing opportunistic acquisitions.providing these services.

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As of April 27, 2006, we have acquired accounts from two store, opened three new stores and closed ten stores during the second quarter of 2006. We intend to increase the number of stores we operate by an average of approximately 5% per year over the next several years. Additionally, as of April 27, 2006, we have added financial services to three additional existing rent-to-own locations during the second quarter of 2006.

The profitability of our stores tends to grow at a slower rate approximately five years from the time we open or acquire them. As a result, in order for us to show improvements in our profitability, it is important for us to continue to open stores in new locations or acquire under-performing stores on favorable terms. There can be no assurance that we will be able to acquire or open new stores at the rates we expect, or at all. ~~Additionally, we~~We cannot assure that the stores we do acquire or open will be profitable at the same levels that our current stores are, or at all.

Senior Credit Facilities.~~On July 14, 2004, we announced the completion of the refinancing of our senior secured debt.~~ Our ~~new~~ $600.0 million senior credit facilities consist of a $350.0 million term loan and a $250.0 million revolving credit facility. ~~On that day, we drew down the $350.0 million term loan and $50.0 million of the revolving facility and utilized the proceeds to repay our old senior term debt.~~ The full amount of the revolving credit facility may be used for the issuance of letters of credit, of which ~~$103.6~~$107.5 million had been utilized for letters of credit as of ~~October 26, 2005.~~April 27, 2006. As of ~~October 26, 2005, $101.4~~April 27, 2006, an additional $40.0 million was outstanding, leaving $102.5 million available under our revolving facility. The revolving credit facility expires in July 2009 and the term loan expires in 2010.

The table below shows the scheduled maturity dates of our senior debt outstanding at ~~September 30, 2005.~~March 31, 2006.


YEAR ENDING
DECEMBER 31,	(IN THOUSANDS)		(IN THOUSANDS)
2005	$	875
2006		3,500	$	2,625
2007		3,500		3,500
2008		3,500		3,500
2009		168,000		168,000
2010				166,250
Thereafter		166,250		—

	$	345,625	$	343,875

Borrowings under our senior credit facilities bear interest at varying rates equal to the Eurodollar rate plus ~~1.75% (the “Eurodollar Rate”)~~1.00% to 2.00%, or the prime rate plus ~~.75% (the “Prime Rate”). Currently, all~~up to 1.00%, at our election. The weighted average Eurodollar rate on our outstanding debt was 4.72% at March 31, 2006. At March 31, 2006, we had borrowed $8.0 million utilizing the prime rate option and $10.0 million utilizing the Eurodollar rate under our revolving credit facility. The margins on the Eurodollar rate and on the prime rate may fluctuate dependent upon an increase or decrease in our consolidated leverage ratio as defined by a pricing grid included in our credit agreement. For the quarter ended March 31, 2006, the average effective rate on outstanding borrowings under the senior credit ~~facility bear interest at the Eurodollar Rate. The Eurodollar rate~~facilities was ~~4.07% at October 26, 2005.~~6.52%. We have not entered into any interest rate protection agreements with respect to ~~the~~ term loans under ~~our~~the new senior credit ~~facilities.~~facility. A commitment fee equal to 0.20% to 0.50% of the unused portion of the revolving credit facility is payable quarterly. As of April 27, 2006 we had $40.0 million outstanding on our revolving credit facility, of which $30.0 million bears interest at the Eurodollar Rate and $10.0 million currently bears interest at the prime rate, but will be converted to the Eurodollar Rate on May 2, 2006. The weighted average Eurodollar rate on our outstanding debt was 4.73% at April 27, 2006.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

Events of default under our senior credit facilities 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 senior credit facilities would occur if there is a change of control. This is defined to include the case where a third party becomes the beneficial owner of 35% or more of our voting stock or certain changes in our Board of Directors occurs. An event of default would also occur if one or more judgments were entered against us of $20.0 million or more and such judgments were not satisfied or bonded pending appeal within 30 days after entry.

Contractual Cash Commitments. The table below summarizes debt, lease and other minimum cash obligations outstanding as of March 31, 2006:

Payments due by period


Contractual Cash Obligations	Total			2006		2007 - 2008		2009 – 2010		Thereafter
	(In thousands)
Senior Credit Facilities (including current portion)	$	367,625	⁽¹⁾	$	8,375	$	7,000	$	352,250	$	0
7¹/2% Senior Subordinated Notes⁽²⁾		401,250			22,500		45,000		333,750		0
Operating Leases		473,106			120,745		237,327		108,376		6,658

Total	$	1,241,981		$	151,620	$	289,327	$	794,376	$	6,658


(1)		Includes amounts due under the Intrust line of credit. Amount referenced does not include the interest on our senior credit facilities. Our senior credit facilities bear interest at varying rates equal to the Eurodollar rate plus 1.00% to 2.00% or the prime rate plus up to 1.00% at our election. The weighted average Eurodollar rate on our outstanding debt at March 31, 2006 was 4.72%.

(2)		Includes interest payments of $11.25 million on each of May 1 and November 1 of each year.

7¹/2% Senior Subordinated Notes.On May 6, 2003, weRent-A-Center issued $300.0 million in senior subordinated notes due 2010, bearing interest at 7¹/2%, pursuant to an indenture dated May 6, 2003, among Rent-A-Center, Inc., its subsidiary guarantors and The Bank of New York, as trustee. The proceeds of this offering were used to fund the repurchase and redemption of ~~certain~~our then outstanding 11% senior subordinated notes.

The 2003 indenture contains covenants that limit Rent-A-Center’s ability to:

•		incur additional debt;

•		sell assets or our subsidiaries;

•		grant liens to third parties;

•		pay dividends or repurchase ~~stock;~~stock (subject to a restricted payments basket for which $120.7 million was available for use as of March 31, 2006); and

•		engage in a merger or sell substantially all of its assets.

RENT-A-CENTER, INC. AND SUBSIDIARIES

Events of default under the 2003 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 7¹/2% notes may be redeemed on or after May 1, 2006, at our option, in whole or in part, at a premium declining from 103.75%. The 7¹/2% notes also require that upon the occurrence of a change of control (as defined in the 2003 indenture), the holders 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. This would trigger an event of default under our new senior credit facilities. We are not required to maintain any financial ratios under the 2003 indenture.

Store Leases. We lease space for all of our stores and service center locations, as well as our corporate and regional offices under operating leases expiring at various times through ~~2016.~~2013. 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.

ColorTyme Guarantee.ColorTyme is a party to an agreement with Wells Fargo Foothill, Inc., ~~who~~which provides $50.0 million in aggregate financing to qualifying franchisees of ColorTyme generally of up to five times their average monthly revenues. Under the Wells Fargo agreement, upon an event of default by the franchisee under agreements governing this financing and upon the occurrence of certain other events, Wells Fargo can assign the loans and the collateral securing such loans to ColorTyme, with ColorTyme paying the outstanding debt to Wells Fargo and then succeeding to the rights of Wells Fargo under the debt agreements, including the right to foreclose on the collateral. The Wells Fargo agreement expires in October 2006. Although we believe we will be able to renew our existing agreement or find other financing arrangements, there can be no assurance that we will not need to fund the foregoing guarantee upon the expiration of the existing agreement. An additional $20.0 million of financing is provided by Texas Capital Bank, National Association under an agreement similar to the Wells Fargo financing. Rent-A-Center East guarantees the obligations of ColorTyme under each of these agreements, ~~not considering~~excluding the effects of any amounts that could be recovered under collateralization provisions, up to a maximum amount of $70.0 million, of which ~~$26.0~~$32.5 million was outstanding as of ~~September 30, 2005.~~March 31, 2006. Mark E. Speese, Rent-A-Center’s Chairman of the Board and Chief Executive Officer, is a passive investor in Texas Capital Bank, owning less than 1% of its outstanding equity.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

Repurchases of Outstanding Securities.~~On October 24, 2003, we announced that our~~Our Board of Directors ~~had rescinded our old common stock repurchase program and~~has authorized a ~~new~~ common stock repurchase program, permitting us to purchase, from time to time, in the open market and privately negotiated transactions, up to an aggregate of ~~$100.0~~$400.0 million of ~~our~~Rent-A-Center common stock. ~~Over a period of time, our Board of Directors increased the authorization for stock repurchases under our new common stock repurchase program to $400.0 million.~~ As of ~~September 30, 2005,~~March 31, 2006, we had purchased a total of ~~12,609,900~~14,628,800 shares of ~~our~~Rent-A-Center common stock for an aggregate of ~~$321.6~~$360.8 million under this common stock repurchase program, of which ~~3,917,200~~202,800 shares were repurchased in the ~~third~~first quarter of ~~2005~~2006 for approximately ~~$80.0~~$4.7 million. Please see “Unregistered Sales of Equity Securities and Use of Proceeds” later in this report.

Store Consolidation Plan. We expect the total estimated cash outlay in connection with the store consolidation plan to be between $9.0 million to ~~$13.7~~$10.4 million. The amount of cash used in the store closing plan ~~during~~through the ~~third~~first quarter of 2006 was ~~$1.2~~$6.5 million. Therefore, we expect to use approximately ~~$7.8~~$2.5 million to ~~$12.5~~$3.9 million of cash on hand for future payments primarily related to the satisfaction of lease obligations for closed stores. Please see ~~“Store~~“Note 8. Store Consolidation Plan” in ~~the Notes to Consolidated Financial Statements~~this report for more information on our store consolidation plan.

Economic Conditions.Although our performance has not suffered in previous economic downturns, we cannot assure you that demand for our products, particularly in higher price ranges, will not significantly decrease in the event of a prolonged recession. Fluctuations in our targeted customers’ monthly disposable income, such as those we believe may have been caused by nationwide increases in fuel and energy costs, could adversely impact our results of operations.

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 federal income tax refunds. Generally, our customers will more frequently exercise their 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. We expect this trend to continue in future periods. Furthermore, we tend to experience slower growth in the number of rental purchase agreements on rent in the third quarter of each fiscal year when compared to other quarters throughout the year. As a result, we would expect revenues for the third quarter of each fiscal year to remain relatively flat ~~or slightly below~~with the prior quarter. We expect this trend to continue in future periods unless we add significantly to our store base during the third quarter of future fiscal years as a result of new store openings or opportunistic acquisitions.

~~Effect of New Accounting Pronouncements.~~~~In December 2004, the Financial Accounting Standards Board (“FASB”) enacted SFAS 123R, which replaces SFAS 123, and supersedes APB 25~~.SFAS 123R requires the measurement of all share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statement of earnings. The accounting provisions of SFAS 123R are effective for fiscal years beginning after June 15, 2005.

We are required to adopt SFAS 123R in the first quarter of 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. See the~~Stock-Based Compensation~~section shown above for the pro forma net earnings and earnings per share amounts for the first nine months and third quarter of 2005 and 2004 as if we had used a fair-value-based method under SFAS 123 to measure compensation expense for employee stock incentive awards. The actual effects of SFAS 123R will depend on numerous factors, including the amounts of share-based payments granted in the future, the method used to value future share-based payments to our employees and estimated forfeiture rates. We estimate recognizing additional pre-tax compensation expense of approximately $0.04 and $0.03 per diluted share, for the years ended December 31, 2006 and 2007, respectively, based on the number of options outstanding at September 30, 2005, and assuming that we continue to issue stock options under the Plan consistent with our current policy and procedures.

SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, whereas current accounting rules prescribe that the benefits be reported as an operating cash flow. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Total cash flow will remain unchanged from what would have been reported under prior accounting rules.

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Item 3. Quantitative and Qualitative ~~Disclosure~~Disclosures About Market ~~Risk~~Risk.

Interest Rate Sensitivity

As of ~~September 30, 2005,~~March 31, 2006, we had $300.0 million in subordinated notes outstanding at a fixed interest rate of 7¹/2% ~~and $345.6~~, $343.9 million in term loans, $10.0 in revolving credit outstanding at interest rates indexed to the Eurodollar ~~rate.~~rate, $8.0 million outstanding on our line of credit at interest rates discounted from prime and $5.8 million outstanding on our Intrust line of credit. The fair value of the subordinated notes is estimated based on discounted cash flow analysis using interest rates currently offered for loans with similar terms to borrowers of similar credit quality. The fair value of the 7¹/2% subordinated notes at ~~September 30, 2005~~March 31, 2006 was ~~$287.3~~$300.0 million. ~~Unlike the subordinated notes, the $345.6 million in term loans have variable interest rates indexed to current Eurodollar rates.~~ As of ~~September 30, 2005,~~March 31, 2006, we have not entered into any interest rate swap agreements with respect to term loans under our senior credit facilities.

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 Board of Directors and 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.

Interest Rate Risk

We hold long-term debt with variable interest rates indexed to prime or ~~the~~ Eurodollar rate that exposes us to the risk of increased interest costs if interest rates rise. Based on our overall interest rate exposure at March 31, 2006, a hypothetical 1.0% increase or decrease in interest rates would have the effect of causing a $1.6 million additional pre-tax charge or credit to our statement of earnings than would otherwise occur if interest rates remained unchanged.

Item 4. Controls and ~~Procedures~~Procedures.

Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is (1) recorded, processed, summarized and reported within the time periods specified byin the Securities and Exchange ~~Commission.~~Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective.

Changes in internal controls.For the quarter ended ~~September 30, 2005,~~March 31, 2006, 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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II —– Other Information

Item 1. Legal ~~Proceedings~~Proceedings.

From time to time, we, along with our subsidiaries, are party to various legal proceedings arising in the ordinary course of business. Except as described below, we are not currently a party to any material litigation. The ultimate outcome of our litigation is uncertain and the amount of any loss we may incur, if any, cannot in our judgment be reasonably estimated. Accordingly, other than with respect to the prospective settlement of the~~Pucci/Chess~~Rose/Madrigalmatter discussed below, ~~and~~ anticipated legal fees and expenses for ~~these matters,~~our other material litigation discussed below, as well as provisions for losses incurred or expected to be incurred with respect to litigation arising in the ordinary course of business which we do not believe are material, no provision has been made in our consolidated financial statements for any such loss. As of March 31, 2006, we had accrued $3.8 million relating to our outstanding litigation, of which approximately $1.3 million is related to the settlement of theRose/Madrigalmatter.

Colon v. Thorn Americas, ~~Inc.~~Inc. The plaintiff filed this class action in November 1997 in New York state court. This matter was assumed by us in connection with the Thorn Americas ~~acquisition, and appropriate purchase accounting adjustments were made for such contingent liabilities.~~acquisition. The plaintiff acknowledges that rent-to-own transactions in New York are subject to the provisions of New York’s Rental Purchase Statute but contends the Rental Purchase Statute does not provide ~~Thorn Americas~~us immunity from suit for other statutory violations. The plaintiff alleges ~~Thorn Americas has~~we have a duty to disclose effective interest under New York consumer protection laws, and seeks damages and injunctive relief for ~~Thorn Americas’~~ failure to do so. This suit also alleges violations relating to excessive and unconscionable pricing, late fees, harassment, undisclosed charges, and the ease of use and accuracy of ~~its~~ payment records. In the prayer for relief, the plaintiff ~~requested~~requests class certification, injunctive relief requiring ~~Thorn Americas~~us to cease certain marketing practices and price ~~their~~our rental purchase contracts in certain ways, unspecified compensatory and punitive damages, rescission of the class members contracts, an order placing in trust all moneys received by ~~Thorn Americas~~us in connection with the rental of merchandise during the class period, treble damages, attorney’s fees, filing fees and costs of suit, pre- and post-judgment interest, and any further relief granted by the court. The plaintiff has not alleged a specific monetary amount with respect to the request for damages.

The proposed class includes all New York residents who were party to our rent-to-own contracts from November 26, 1994. In November 2000, following interlocutory appeal by both parties from the denial of cross-motions for summary judgment, we obtained a favorable ruling from the Appellate Division of the State of New York, dismissing the plaintiff’s claims based on the alleged failure to disclose an effective interest rate. The plaintiff’s other claims were not dismissed. The plaintiff moved to certify a state-wide class in December 2000. The plaintiff’s class certification motion was heard by the court on November 7, 2001 and, on September 12, 2002, the court issued an opinion denying in part and granting in part the plaintiff’s requested certification. The opinion grants certification as to all of the plaintiff’s claims except the plaintiff’s pricing claims pursuant to the Rental Purchase Statute, as to which certification was denied. The parties have differing views as to the effect of the court’s opinion, and accordingly, the court granted the parties permission to submit competing orders as to the effect of the opinion on the plaintiff’s specific claims. Both proposed orders were submitted to the court on March 27, 2003, and on May 30, 2003, the court held a hearing regarding such orders. No clarifying order has yet been entered by the court.

From June 2003 until May 2005, there was no activity in this case. On May 18, 2005, we filed a motion to dismiss the plaintiff’s claim and to decertify the class, based upon the plaintiff’s failure to schedule her claim in this matter in her earlier voluntary bankruptcy proceeding. The plaintiff opposed our motion to dismiss the case and asked the court to grant it an opportunity to find a substitute class representative in the event the court determined Ms. Colon was no longer adequate. On January 17, 2006, the court issued an order denying our motion to dismiss, but indicated that Ms. Colon was not a suitable class representative and noted that no motion to intervene to add additional class representatives had been filed. On March 14, 2006, plaintiffs’ counsel filed a ~~response, and our~~ motion ~~is currently pending.~~seeking leave to intervene Shaun Kelly as an additional class representative. The court has also ordered the parties to confer regarding a possible mediation. We are in the process of scheduling Mr. Kelly’s deposition. If the court ~~denies our motion,~~ultimately allows Mr. Kelly to intervene and enters a final certification order, we intend to pursue an interlocutory appeal of such certification order.

We believe these claims are without merit and will continue to vigorously defend ourselves in this case. However, we cannot assure you that we will be found to have no liability in this matter.

Terry Walker, et. al. v. Rent-A-Center, Inc., et. al.On January 4, 2002, a putative class action was filed against us and certain of our current and former officers and directors by Terry Walker in federal court in Texarkana, Texas. The complaint alleged that the defendants violated Sections 10(b) and/or Section 20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder by issuing false and misleading statements and omitting material facts regarding our financial performance and prospects for the third and fourth quarters of 2001. The complaint purported to be brought on behalf of all purchasers of our common stock from April 25, 2001 through October 8, 2001 and sought damages in unspecified amounts. Similar complaints were consolidated by the court with theWalkermatter in October 2002.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

On February 7, 2003, we, along with certain officer and director defendants, filed a motion to dismiss the matter as well as a motion to transfer venue. In addition, our outside directors named in the matter separately filed a motion to dismiss the Securities Act claims on statute of limitations grounds. On February 19, 2003, the underwriter defendants also filed a motion to dismiss the matter. The plaintiffs filed response briefs to these motions, to which we replied on May 21, 2003. A hearing was held by the court on June 26, 2003 to hear each of these motions.

On September 30, 2003, the court granted our motion to dismiss without prejudice, dismissed without prejudice the outside directors’ and underwriters’ separate motions to dismiss and denied our motion to transfer venue. In its order on the motions to dismiss, the court granted the lead plaintiffs leave to replead the case within certain parameters.

On July 7, 2004, the plaintiffs again repled their claims by filing a third amended consolidated complaint, raising allegations of similar violations against the same parties generally based upon alleged facts not previously asserted. We, along with certain officer and director defendants and the underwriter defendants, filed motions to dismiss the third amended consolidated complaint on August 23, 2004. A hearing on the motions was held on April 14, 2005. On July 25, 2005, the court ruled on these motions, dismissing with prejudice the claims against our outside directors as well as the underwriter defendants, but denying our motion to dismiss. In evaluating this motion to dismiss, the court was required to view the pleadings in the light most favorable to the plaintiffs and to take the plaintiffs’ allegations as true. On August 18, 2005, we filed a motion to certify the dismissal order for an interlocutory appeal, which was denied on November 14, 2005. Discovery in this matter has now commenced. A hearing on class certification is ~~currently pending.~~scheduled for June 22, 2006.

We continue to believe the plaintiffs’ claims in this matter are without merit and intend to vigorously defend ourselves as this matter progresses. However, we cannot assure you that we will be found to have no liability in this matter.

~~Carey Duron, et. al. v. Rent-A-Center, Inc.~~This matter is a putative class action filed on August 29, 2003 in the District Court of Jefferson County, Texas by Carey Duron, who alleges we violated certain provisions of the Texas Business and Commerce Code relating to late fees charged by us under our rental purchase agreements in Texas. In the complaint, Duron alleges that her contract provided for a percentage late fee greater than that permitted by Texas law, that she was charged and paid a late fee in excess of the amount permitted by Texas law and that we had a policy and practice of assessing and collecting late fees in excess of that allowed by Texas law. Duron has not alleged specific damages in the complaint, but seeks to recover actual damages, statutory damages, interest, reasonable attorney’s fees and costs of court.

When this matter was filed, we promptly investigated Duron’s allegations, including the formula we use to calculate late fees in Texas. While we do not believe the formula utilized by us during this time period violated Texas law, in late 2003, we sent written notice to approximately 29,500 of our Texas customers for whom we had records and who were potentially adversely impacted by our calculation. We also refunded approximately $37,000 in the aggregate to the customers we could locate. In taking these measures, we believe we complied with the curative measures provided for under the Texas statute. We also reprogrammed our computer system in Texas to modify the formula by which late fees are calculated.

Under the Texas statute, a consumer damaged by a violation is entitled to recover actual damages, statutory damages equal to twenty-five percent of an amount equal to the total amount of payments required to obtain ownership of the merchandise involved (but not less than $250 nor more than $1,000), reasonable attorney’s fees and court costs. With respect to the approximately 29,500 Texas customers for whom we have records (representing approximately two years of the recently certified class), we believe that twenty-five percent of the total amount of payments to obtain ownership (the maximum percentage applicable to statutory damages) under those rental purchase agreements was approximately $600 per agreement on average.

On November 26, 2003, we filed a motion for summary judgment in this matter. On December 4, 2003, Duron filed her motion for class certification. On March 11, 2004, we were notified that the court denied our summary judgment motion and granted Duron’s motion for class certification. The certified class included our customers in Texas from August 29, 1999 through March 5, 2004 who were charged and paid a late fee in excess of the amount permitted by Texas law. We appealed the certification order to the Court of Appeals, which we were entitled to do as a matter of right under applicable Texas law. On October 28, 2004, the Court of Appeals reversed the trial court’s certification order and remanded the case back to the trial court. Duron did not perfect an appeal to the Texas Supreme Court, as she was entitled to do, and she has not taken any further action in the case since the decision by the Court of Appeals in October 2004.

We believe the claims in Duron’s complaint are unfounded and that we have meritorious defenses to the allegations made. Although we intend to vigorously defend ourselves in this case, we cannot assure you that we will be found to have no liability in this matter.

~~RENT-A-CENTER, INC. AND SUBSIDIARIES~~

California Attorney General Inquiry.During the second quarter of 2004, we received an inquiry from the California Attorney General regarding our business practices in California with respect to our cash prices and our membership program. We met with representatives of the Attorney General’s office during ~~the first quarter of~~ 2005 and 2006, and have provided additional information ~~with respect to our membership program~~ as requested. WeOur discussions are continuing ~~to discuss~~with the Attorney General’s office regarding these issues, and include possible legislative solutions as well as possible changes in certain of our business practices in California. While we cannot assure you that we will have no liability in this matter, we do not believe that the resolution of these issues with the California Attorney ~~General’s office.~~General will have a material adverse impact on our financial position, cash flows or ongoing operations.

~~State Wage and Hour Class Actions~~

We are subject to various actions filed against us in the states of Oregon, California and Washington alleging we violated the wage and hour laws of such states. As of September 30, 2005, we operated 29 stores in Oregon, 149 stores in California and 46 stores in Washington.

~~Rob Pucci, et. al. v. Rent-A-Center, Inc; Jeremy Chess et. al. v. Rent-A-Center, Inc. et. al.; Clemmons et. al. v. Rent-A-Center, Inc., et. al..~~~~On August 20, 2001, the putative class action~~~~Rob Pucci, et. al. v. Rent-A-Center, Inc.~~was filed in state court in Multnomah County, Oregon alleging we violated various provisions of Oregon state law regarding overtime, lunch and work breaks, that we failed to pay all wages due to our Oregon employees, and various contract claims that we promised but failed to pay overtime. Pucci seeks to represent a class of all present and former executive assistants, inside/outside managers and account managers employed by us within the six year period prior to the filing of the complaint as to the contract claims, and three years as to the statutory claims, and seeks class certification, payments for all unpaid wages under Oregon law, statutory and civil penalties, costs and disbursements, pre- and post-judgment interest in the amount of 9% per annum and attorneys fees.

On July 25, 2002, the plaintiffs filed a motion for class certification and on July 31, 2002, we filed our motion for summary judgment. On January 15, 2003, the court orally granted our motion for summary judgment in part, ruling that the plaintiffs were prevented from recovering overtime payments at the rate of “time and a half,” but stated that the plaintiffs may recover “straight-time” to the extent plaintiffs could prove purported class members worked in excess of forty hours in a work week but were not paid for such time worked. The court denied our motion for summary judgment on the remaining claims. We strongly disagree with the court’s rulings against our positions and requested that the court grant us interlocutory appeal on those matters.

The plaintiffs subsequently filed a motion for summary judgment seeking to resolve certain factual issues related to the purported class, which was denied on July 1, 2003. On October 10, 2003, the court issued an opinion letter stating that it would certify a class and not permit an interlocutory appeal, and issued its written order to that effect on December 9, 2003. On June 15, 2004, notice to the class was distributed advising them of their right to opt out of the class. We have not been advised that any class member has opted out of the class.

On January 31, 2005, the plaintiffs filed a partial motion for summary judgment regarding their allegation that we failed to timely pay wages on termination. On February 25, 2005, the court denied our motion to compel arbitration with respect to class members that signed agreements to arbitrate claims against us. In addition, the court rejected our proposal to enter an order permitting interlocutory appeal.

~~On March 17, 2005,~~~~Pucci~~~~class members Jeremy Chess and Chad Clemmons filed an amended class action complaint entitled~~~~Jeremy Chess et al. v. Rent-A-Center, Inc. et al~~~~, alleging similar claims as the plaintiffs in~~~~Pucci~~~~and seeking unspecified statutory and contractual damages and penalties, as well as injunctive relief. The~~~~Chess~~plaintiffs seek to represent a class of all present and former executive assistants, inside/outside managers and account managers employed by us within the six year period prior to the filing of the complaint as to the contract claims, and three years as to the statutory claims. On April 15, 2005, we filed pleadings removing the case to the federal court for the District of Oregon under the newly enacted Class Action Fairness Act of 2005. The~~Chessplaintiffs are represented by the same attorneys as the~~~~Pucci~~~~plaintiffs.~~

~~On June 23, 2005, we reached an agreement in principle to settle the claims in~~~~Pucci~~~~and~~~~Chess~~. Under the terms of the prospective settlement, we agreed to pay $1.75 million to settle total class claims, provided that the class does not exceed 650 individuals. If the class exceeds 650 individuals, we agreed to pay an additional $750.00 per individual class member over 650. On October 6, 2005, plaintiffs’ counsel in the~~Pucciand~~~~Chess~~~~matters filed a new class action complaint in Federal court entitled~~~~Clemmons et al~~Hilda Perez v. Rent-A-Center, Inc., et alal.~~, alleging substantially similar~~On March 15, 2006, we were notified that the Supreme Court of New Jersey reinstated claims made by the plaintiff in a matter styledHilda Perez v. Rent-A-Center, Inc. The matter is a putative class action filed in the Superior Court, Law Division, Camden County, New Jersey on March 21, 2003, arising out of several rent-to-own contracts Ms. Perez entered into with us. The requested class period is April 23, 1999 to the present.

In her amended complaint, Perez alleges on behalf of herself and ~~seeking similar~~a class of similarly situated individuals that the rent-to-own contracts she entered into with us violated New Jersey’s Retail Installment Sales Act (“RISA”) and, as a result, New Jersey’s Consumer Fraud Act (“CFA”) because such contracts imposed a time price differential in excess of the 30% per annum interest rate permitted under New Jersey’s criminal usury statute. Perez alleges that RISA incorporates the 30% interest rate limit, limiting time price differentials to 30% per annum. Perez seeks reimbursement of the excess fees and/or interest contracted for, charged and collected, together with treble damages, ~~as in~~~~Pucci~~and~~Chessthrough~~ an injunction compelling us to cease the ~~date~~alleged violations. Perez also seeks pre-judgment and post-judgment interest, together with attorneys’ fees and costs and disbursements.

Following the filing of ~~filing. The parties propose~~her amended complaint, we filed a counterclaim to ~~use~~recover the~~Clemmonscase~~ merchandise retained by Perez after she ceased making rental payments. Perez answered the counterclaim, denying liability and claiming entitlement to ~~consolidate~~ the~~Pucci~~ items she rented from us. In August 2003, Perez moved for partial summary judgment and we cross-moved for summary

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RENT-A-CENTER, INC. AND SUBSIDIARIES

~~Chess~~judgment. In January 2004, the trial court held that rent-to-own transactions are not covered by RISA nor subject to the interest rate limit in New Jersey’s criminal usury statute. The court granted our cross-motion, dismissing Perez’s claims under RISA and ~~facilitate final approval, administration~~the CFA. Perez then appealed to the Superior Court of New Jersey, Appellate Division. Oral argument before the Appellate Division occurred in December 2004, and ~~distribution~~in February 2005 the Appellate Division rejected Perez’s arguments and ruled in our favor on all of her claims. Perez subsequently appealed to the Supreme Court of New Jersey, who heard oral arguments in November 2005.

On March 15, 2006, the Supreme Court of New Jersey reversed the judgment of the ~~proposed settlement.~~trial court and the Appellate Division and remanded the case to the trial court for reinstatement of Perez’s complaint and for further proceedings. In its decision, the Supreme Court held that rent-to-own contracts in New Jersey are “retail installment contracts” under RISA, and that RISA incorporates the 30% interest rate cap in New Jersey’s criminal usury statute. The ~~settlement~~court rejected our legal arguments and reinstated Perez’s claims under RISA and the CFA. We recently filed a motion for reconsideration with the New Jersey Supreme Court, which motion is pending.

We intend to vigorously defend ourselves in this matter. No class has been ~~documented~~certified by the trial court and ~~preliminarily approved by the~~~~Pucci/Chess~~~~and~~~~Clemmons~~~~courts.~~

~~The terms~~no finding of ~~the settlement are subject to obtaining final approval from the~~~~Pucci/Chess~~~~and~~~~Clemmons~~~~courts. Notice of the settlement is expected to be mailed to class members on~~liability or about November 15, 2005. Objections to the settlement are due on December 15, 2005, and the final approval hearing is scheduled for January 20, 2006. We expect to fund the entire settlement amount within 14 days following final approval by the~~Clemmonscourt. While we believe that the terms of this prospective settlement are fair, there can be no assurance that the settlement, if completed, will be approved~~damages has been made by the court ~~in its present form. To account for the prospective settlement, as well as our own attorneys’ fees,~~against us. In addition, we believe we have ~~accrued an aggregate~~valid arguments limiting the damages sought by Perez under both RISA and the CFA. In light of ~~$1.9 million as~~the Supreme Court’s decision, we have addressed the impact of ~~September 30, 2005.~~the decision on our operations in New Jersey and have implemented certain changes to mitigate that impact. We currently operate 43 stores in New Jersey and estimate that to date we have entered into approximately 400,000 rent-to-own contracts in New Jersey during the requested class period.

Although we intend to vigorously defend ourselves in this matter, we cannot assure you that we will be found to ultimately have no liability.

State Wage and Hour Class Actions

We are currently subject to various material actions pending against us in the states of California and Washington, all of which allege we violated the wage and hour laws of such states.

Jeremy Burdusis, et al. v. Rent-A-Center, Inc., et al./Israel French, et al. v. Rent-A-Center, ~~Inc~~Inc.. These matters pending in Los Angeles, California were filed on October 23, 2001, and October 30, 2001, respectively, and allege ~~similar~~ violations of the wage and hour laws of California ~~as those in~~regarding overtime, lunch and work breaks, and failure to pay wages due to our California employees~~Pucci~~.. The same law firm ~~seeking to represent~~as in the ~~purported class in~~recently settledPuccimatter is seeking to represent the purported class inBurdusis. TheBurdusisandFrenchproceedings are pending before the same judge in California. On March 24, 2003, theBurdusiscourt denied the plaintiffs’ motion for class certification in that case, which we view as a favorable development in that proceeding. On April 25, 2003, the plaintiffs inBurdusisfiled a notice of appeal of that ruling, and on May 8, 2003, theBurdusiscourt, at our request, stayed further proceedings inBurdusisandFrenchpending the resolution on appeal of the court’s denial of class certification inBurdusis. In June 2004, theBurdusisplaintiffs filed their appellate brief. Our response brief was filed in September 2004, and theBurdusisplaintiffs filed their reply in October 2004. On February 9, 2005, the California Court of Appeals reversed and remanded the trial court’s denial of class certification inBurdusisand directed the trial court to reconsider its ruling in light of two other recent appellate court decisions, including the opinions of the California Supreme Court inSav-On Drugs Stores, Inc. v. Superior Court, and of the California appeals court inBell v. Farmers Insurance Exchange. After remand, the plaintiffs filed a motion with the trial court seeking to remove from the case the trial court judge who previously denied their motion for class certification. The trial court denied the motion. In response, plaintiffs’ filed a petition for writ of mandate with the California Court of Appeals requesting review of the trial court’s decision. The California Court of Appeals heard oral arguments in this matter on August 29, 2005, and ruled against the plaintiffs, denying the requested relief. The case ~~is now being~~has been returned to the trial court as previously ordered.

On October 30, 2003, the plaintiffs’ counsel inBurdusisandFrenchfiled a new non-class lawsuit in Orange County, California entitledKris Corso, et al. v. Rent-A-Center, Inc. The plaintiffs’ counsel later amended this complaint to add additional plaintiffs, totaling approximately 339 individuals. The claims made are substantially the same as those inBurdusis. On January 16, 2004, we filed a demurrer to the complaint, arguing, among other things, that the plaintiffs inCorsowere misjoined. On February 19, 2004, the court granted our demurrer on the misjoinder argument, with leave for the plaintiffs to replead. On March 8, 2004, the plaintiffs filed an amended complaint inCorso, increasing the number of plaintiffs to approximately 400. The claims in the amended complaint are substantially the same as those inBurdusis. We filed a demurrer with respect to the amended complaint on April 12, 2004, which the court granted on May 6, 2004. However, the court allowed the plaintiffs to again replead the action on a representative basis, which they did on May 26, 2004.

RENT-A-CENTER, INC. AND SUBSIDIARIES

We subsequently filed a demurrer with respect to the newly repled action, which the court granted on August 12, 2004. The court subsequently stayed theCorsomatter pending the outcome of theBurdusismatter. On March 16, 2005, the court lifted the stay and on April 12, 2005, we answered the amended complaint. Discovery is now proceeding. On January 30, 2006, theCorsoCourt heard a motion to coordinateCorsowith theBurdusisandFrenchactions. TheCorsocourt recommended thatCorsobe coordinated with the other actions before the judge in theBurdusisandFrenchmatters. The Judicial Council subsequently ordered theBurdusis,FrenchandCorsocases coordinated before a new judge in the Los Angeles County Superior Court’s complex litigation panel. We subsequently filed a motion to transfer the class certification motion inBurdusisback to the judge inBurdusis, who originally heard the motion, and to stay discovery in all of the coordinated cases. Plaintiffs have moved to amend theBurdusiscomplaint to add additional causes of actions and allegations, which we intend to oppose. The court has scheduled a hearing on both motions on May 3, 2006.

We believe the claims asserted inBurdusis,FrenchandCorsoare without merit and we intend to vigorously oppose each of these cases. We cannot assure you, however, that we will be found to have no liability in these matters. As of March 31, 2006, we operated 149 stores in California.

Kevin Rose, et al. v. Rent-A-Center, Inc. et al.This matter pending in Clark County, Washington was filed on June 26, 2001, and alleges similar violations of the wage and hour laws of Washington as those in~~Pucci~~Burdusis. The same law firm ~~seeking to represent~~who represented the ~~purported~~ class inPucci~~is seeking~~sought to represent the purported class in this matter. On May 14, 2003, theRosecourt denied the plaintiffs’ motion for class certification in that case. On June 3, 2003, the plaintiffs inRosefiled a notice of ~~appeal. On September 8, 2003, the Commissioner appointed by the Court of Appeals denied review of the~~~~Rose~~~~court decision. On October 10, 2003, the~~~~Rose~~~~plaintiffs filed a motion seeking to modify the Commissioner’s ruling,~~appeal, which was ~~denied by the Court of Appeals on November 26, 2003.~~subsequently denied. Following the denial by the Court of Appeals, the plaintiffs’ counsel filed 14 county-wide putative class actions in Washington with substantially the same claims as inRose. In April 2005, the plaintiffs’ counsel filed another putative county-wide lawsuit and subsequently the plaintiffs’ counsel filed another putative state-wide lawsuit in federal court in Washington, bringing the total to ~~15.~~16. The purported classes in ~~these~~the county-wide class actions ~~range~~ranged from approximately 20 individuals to approximately 100 individuals. ~~Subsequently,~~

In November 2005, we ~~filed motions~~reached an agreement in principle to ~~dismiss and/or stay~~settle for $1.25 million all of the pending lawsuits and related matters bought by the plaintiffs’ counsel in Washington on an agreed state-wide class basis. In connection therewith, the parties agreed to seek class settlement in the Superior Court of Yakima County, Washington, where one of the putative county-wide class actions,Madrigal et al. v. Rent-A-Center, is pending. On January 13, 2006, the court inMadrigal preliminarily approved the class ~~allegations in each~~settlement. The class consists of ~~the county-wide actions,~~approximately 1,300 class members, and ~~we also filed motions for summary judgment in various counties with respect~~notice of settlement has now been sent. Objections to the ~~individual claims~~settlement were due March 15, 2006, and no class members objected. The final approval hearing before the court occurred on April 21, 2006, and the court approved the settlement and dismissed the case with prejudice. We anticipate funding the settlement in May 2006. Accordingly, as of ~~some~~March 31, 2006, we have reserved approximately $1.3 million to fund the prospective settlement as well as our attorneys’ fees.

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 ~~the plaintiffs. Following disposition~~operations could be materially adversely affected by these risks. The trading price of our common stock could decline due to any of these ~~motions~~risks, and you may lose all or part of your investment. You should also refer to the other information included or incorporated by reference in this report, including our financial statements and related notes.

We may not be able to successfully implement our growth strategy, which could cause our future earnings to grow more slowly or even decrease.

As part of our growth strategy, we intend to increase our total number of rent-to-own stores in both existing markets and new markets through a combination of new store openings and store acquisitions. We increased our store base by 241 stores in 2003, and 227 stores in 2004. In 2005, however, we decreased our store base by 115 stores, as part of our critical evaluation of all stores and in anticipation of continued store growth. As of March 31, 2006, our store base has decreased another five stores during 2006. This growth strategy is subject to various risks, including uncertainties regarding our ability to open new rent-to-own stores and our ability to acquire additional rent-to-own stores on favorable terms. We may not be able to continue to identify profitable new store locations or underperforming competitors as we currently anticipate.

Our continued growth also depends on our ability to increase sales in our existing rent-to-own stores. Our same store sales increased by 3.0% for 2003 and decreased by 3.6% and 2.3% in 2004 and 2005, respectively. For the ~~applicable courts, approximately 13 individual plaintiffs and class representatives remain with respect~~quarter ended March 31, 2006, our same store sales increased by 1.8% compared to the quarter ended March 31, 2005. As a result of new store

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~~to the claims made~~openings in ~~12 counties. Ten~~existing markets and because mature stores will represent an increasing proportion of these county-wide claims are now proceeding as putative county-wide class actions and two are proceeding on an individual plaintiff basis. Certain plaintiffs have appealed some of the orders granting summary judgment. The plaintiffsour store base over time, our same store revenues in ~~eight of the 12 counties have filed motions to certify a county-wide class. We intend to vigorously oppose class certification.~~future periods may be lower than historical levels.

We also ~~filed motions~~plan to ~~compel arbitration~~grow through expansion into the financial services business. We face risks associated with integrating this new business into our existing operations. In addition, the financial services industry is highly competitive and regulated by federal, state and local laws.

Our growth strategy could place a significant demand on our management and our financial and operational resources. If we are unable to implement our growth strategy, our earnings may grow more slowly or even decrease.

If we fail to effectively manage the growth and integration of our new rent-to-own stores, our financial results may be adversely affected.

The addition of new rent-to-own stores, both through store openings and through acquisitions, requires the integration of our management philosophies and personnel, standardization of training programs, realization of operating efficiencies and effective coordination of sales and marketing and financial reporting efforts. In addition, acquisitions in general are subject to a number of special risks, including adverse short-term effects on our reported operating results, diversion of management’s attention and unanticipated problems or legal liabilities. Further, a newly opened rent-to-own store generally does not attain positive cash flow during its first year of operations.

There are legal proceedings pending against us seeking 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.

Some lawsuits against us involve claims that our rental agreements constitute installment sales contracts, violate state usury laws or violate other state laws enacted to protect consumers. We are also defending a class action lawsuit alleging we violated the securities laws and lawsuits alleging we violated state wage and hour laws. Because of the uncertainties associated with litigation, we cannot estimate for you our ultimate liability for these matters, if any. Significant settlement amounts or final judgments could materially and adversely affect our liquidity. The failure to pay any judgment would be a default under our senior credit facilities and the indenture governing our outstanding subordinated notes.

Our debt agreements impose restrictions on us which may limit or prohibit us from engaging in certain transactions. If a default were to occur, our lenders could accelerate the amounts of debt outstanding, and holders of our secured indebtedness could force us to sell our assets to satisfy all or a part of what is owed.

Covenants under our senior credit facilities and the indenture governing our outstanding subordinated notes restrict our ability to pay dividends, engage in various operational matters, as well as require us to maintain specified financial ratios and satisfy specified financial tests. Our ability to meet these financial ratios and tests may be affected by events beyond our control. These restrictions could limit our ability to obtain future financing, make needed capital expenditures or other investments, repurchase our outstanding debt or equity, withstand a future downturn in our business or in the economy, dispose of operations, engage in mergers, acquire additional stores or otherwise conduct necessary corporate activities. Various transactions that we may view as important opportunities, such as specified acquisitions, are also subject to the consent of lenders under the senior credit facilities, which may be withheld or granted subject to conditions specified at the time that may affect the attractiveness or viability of the transaction.

If a default were to occur, the lenders under our senior credit facilities could accelerate the amounts outstanding under the credit facilities, and our other lenders could declare immediately due and payable all amounts borrowed under other instruments that contain certain provisions for cross-acceleration or cross-default. In addition, the lenders under these agreements could terminate their commitments to lend to us. If the lenders under these agreements accelerate the repayment of borrowings, we may not have sufficient liquid assets at that time to repay the amounts then outstanding under our indebtedness or be able to find additional alternative financing. Even if we could obtain additional alternative financing, the terms of the financing may not be favorable or acceptable to us.

The existing indebtedness under our senior credit facilities is secured by substantially all of our assets. Should a default or acceleration of this indebtedness occur, the holders of this indebtedness could sell the assets to satisfy all or a part of what is

RENT-A-CENTER, INC. AND SUBSIDIARIES

owed. Our senior credit facilities also contain certain provisions prohibiting the modification of our outstanding subordinated notes, as well as limiting the ability to refinance such notes.

A change of control could accelerate our obligation to pay our outstanding indebtedness, and we may not have sufficient liquid assets to repay these amounts.

Under our senior credit facilities, an event of default would result if a third party became the beneficial owner of 35.0% or more of our voting stock or upon certain changes in the constitution of our Board of Directors. As of March 31, 2006, we were required to make principal payments under our senior credit facilities of $2.6 million in 2006, $3.5 million in 2007, $3.5 million in 2008, $186.0 million in 2009 and $166.3 million after 2009. These payments reduce our cash flow.

Under the indenture governing our outstanding subordinated notes, in the event that a change in control occurs, we may be required to offer to purchase all of our outstanding subordinated 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.

If the lenders under our debt instruments accelerate these obligations, we may not have sufficient liquid assets to repay amounts outstanding under these agreements.

Rent-to-own transactions are regulated by law in most states. Any adverse change in these laws or the passage of adverse new laws could expose us to litigation or require us to alter our business practices.

As is the case with most businesses, we are subject to various governmental regulations, including specifically in our case regulations regarding rent-to-own transactions. There are currently 47 states that have passed laws regulating rental purchase transactions and another state that has a retail installment sales statute that excludes rent-to-own transactions from its coverage if certain criteria are met. These 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 nine states limit the total amount of rentals that may be charged over the life of a rental purchase agreement. Several states also effectively regulate rental purchase transactions under other consumer protection statutes. We are currently subject to 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, legislation has been introduced in Congress seeking to regulate our business. 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.

Financial services transactions are regulated by federal law as well as the laws of certain states. Any adverse changes in these laws or the passage of adverse new laws with respect to ~~20 individual purported plaintiffs~~the financial services business could slow our growth opportunities, expose us to litigation or alter our business practices in a manner that we may deem to be unacceptable.

Our financial services business is subject to federal statutes and ~~class representatives~~regulations such as the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in ~~10 counties, all~~Lending Act, the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act, and similar state laws. In addition, thirty-four states and the District of Columbia provide safe harbor regulations for short term consumer lending, and two additional states permit short term consumer lending by licensed dealers. Safe harbor regulations typically set maximum fees, size and length of the loans. Congress and/or the various legislatures in the states where we currently intend to offer financial services products may adopt new legislation or amend existing legislation with respect to our financial services business that could require us to alter our business practices in a manner that we may deem to be unacceptable, which ~~were subsequently granted. Certain plaintiffs~~could slow our growth opportunities.

Our business depends on a limited number of key personnel, with whom we do not have ~~appealed~~employment agreements. The loss of any one of these ~~orders compelling arbitration. The 20 arbitration plaintiffs filed separate putative nationwide class arbitration demands. In response, we filed motions to clarify~~individuals could disrupt our business.

Our continued success is highly dependent upon the respective county courts’ orders compelling arbitration. Specifically, we asked each county court that previously struck all class allegations to make clear that the arbitration plaintiffs in those counties could not pursue any class claims,personal efforts and we asked each county court in those counties that allowed plaintiffs to plead putative county-wide class claims, to make clear that such plaintiffs could only pursue county-wide claims. Three courts that grantedabilities of our ~~motions to compel arbitration and had previously struck all class allegations granted~~senior management, including Mark E. Speese, our ~~motions and ruled that the plaintiffs could not pursue any class arbitration claims. Five courts ruled that the arbitration plaintiffs could only pursue county-wide class arbitration claims, and two~~Chairman of the ~~county courts refused~~Board and Chief Executive Officer and Mitchell E. Fadel, our President and Chief Operating Officer. We do not have employment contracts with or maintain key-person insurance on the lives of any of these officers and the loss of any one of them could disrupt our business.

RENT-A-CENTER, INC. AND SUBSIDIARIES

Our organizational documents and debt instruments contain provisions that may prevent or deter another group from paying a premium over the market price to ~~limit~~our stockholders to acquire our stock.

Our organizational documents contain provisions that classify our board of directors, authorize our board of directors to issue blank check preferred stock and establish advance notice requirements on our stockholders for director nominations and actions to be taken at annual meetings of the ~~arbitration plaintiffs’~~stockholders. In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law relating to business combinations. Our senior credit facilities and the indenture governing our subordinated notes each contain various change of control provisions which, in the event of a change of 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 of control involving us that could include a premium over the market price of our common stock that some or a majority of our stockholders might consider to be in their best interests.

We are a holding company and are dependent on the operations and funds of our subsidiaries.

We are a holding company, with no revenue generating operations and no assets other than our ownership interests in our direct and indirect subsidiaries. Accordingly, we are dependent on the cash flow generated by our direct and indirect operating subsidiaries and must rely on dividends or other intercompany transfers from our operating subsidiaries to generate the funds necessary to meet our obligations, including the obligations under our senior credit facilities and our outstanding subordinated notes. The ability of our subsidiaries to pay dividends or make other payments to us is subject to applicable state laws. Should one or more of our subsidiaries be unable to pay dividends or make distributions, our ability to ~~pursue class arbitration demands.~~ meet our ongoing obligations could be materially and adversely impacted.

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:

	•		quarterly variations in our results of operations, which may be impacted by, among other things, changes in same store sales, when and how many rent-to-own stores we acquire or open, and the rate at which we add financial services to our existing rent-to-own stores;

	•		quarterly variations in our competitors’ results of operations;

	•		changes in earnings estimates or buy/sell recommendations by financial analysts;

	•		the stock price performance of comparable companies; and

	•		general market conditions or market conditions specific to particular industries.

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.

We ~~intend~~have completed documenting and testing our internal control procedures in order to ~~vigorously oppose these class arbitration demands, including vigorously challenging~~satisfy the ~~ability~~requirements of Section 404 of the ~~plaintiffs~~Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing these assessments.

RENT-A-CENTER, INC. AND SUBSIDIARIES

For the year ended December 31, 2005, our management has determined that our internal control over financial reporting was effective to ~~pursue~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~arbitration,~~accordance with generally accepted accounting principles. Please refer to management’s annual report on ~~a putative nation-wide class~~internal control over financial reporting, and the report by Grant Thornton LLP, which appear in our Annual report on Form 10-K for our fiscal year ended December 31, 2005. 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 ~~claims which were previously premised on purported violations~~that we have effective internal control over financial reporting in accordance with Section 404 of ~~Washington state law.~~

~~Although~~ the ~~wage~~Sarbanes-Oxley Act. Failure to achieve and ~~hour laws and class certification procedures of Oregon, California and Washington contain certain differences that~~maintain an effective internal control environment could cause ~~differences~~investors to lose confidence in the outcome of the pending litigation in these states, we believe the claims of the purported classes involved in each are without merit and we intend to vigorously oppose each of these cases. We cannot assure you, however, that we will be found toour reported financial information, which could have ~~no liability in these matters.~~a material adverse effect on our stock price.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.

On October 24, 2003, we announced that our Board of Directors had authorized a common stock repurchase program, permitting us to purchase, from time to time, in the open market and in privately negotiated transactions, up to an aggregate of $100.0 million of Rent-A-Center common stock. Over a period of time, our Board of Directors increased the authorization for stock repurchases under our common stock repurchase program to $400.0 million. As of ~~September 30, 2005,~~March 31, 2006, we ~~are authorized to repurchase up to $400.0~~had repurchased $360.8 million in aggregate purchase price of ~~our common stock under our common stock repurchase program. As of September 30, 2005, we had repurchased $321.6 million in aggregate purchase price of our~~Rent-A-Center common stock under our stock repurchase program. In the ~~third~~first quarter of ~~2005,~~2006, we effected the following repurchases of our common stock:

Total Number of Maximum Dollar Value
Shares Purchased as that May Yet Be
Total Number Average Price Part of Publicly Purchased Under the
of Shares Paid per Share Announced Plans or Plans or Programs
Period Purchased (including fees) Programs (including fees)

July 1 through July 31 0 $ 0.0000 0 $ 158,391,967
August 1 through August 31 3,448,800 $ 20.4780 3,448,800 $ 87,767,570
September 1 through September 30 468,400 $ 20.0879 468,400 $ 78,358,403

Total 3,917,200 $ 20.4313 3,917,200 $ 78,358,403


					Total Number of		Maximum Dollar Value
					Shares Purchased as		that May Yet Be
	Total Number		Average Price		Part of Publicly		Purchased Under the
	of Shares		Paid per Share		Announced Plans or		Plans or Programs
Period	Purchased		(including fees)		Programs		(including fees)
January 1 through January 31		0	$	0.0000		0	$	43,887,581
February 1 through February 28		154,800	$	23.1473		154,800	$	40,304,377
March 1 through March 31		48,000	$	23.1734		48,000	$	39,192,053

Total		202,800	$	23.1535		202,800	$	39,192,053

Item 6. ~~Exhibits~~Exhibits.

The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference.

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RENT-A-CENTER, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS


Exhibit
No.		Description
2.1		Agreement and Plan of Merger, dated as of February 4, 2004, by and between Rent-A-Center, Inc., Eagle Acquisition Sub, Inc. and Rainbow Rentals, Inc. (Pursuant to the rules of the SEC, the schedules and exhibits have been omitted. Upon the request of the SEC, Rent-A-Center, Inc. will supplementally supply such schedules and exhibits to the SEC.) (Incorporated herein by reference to Exhibit 2.7 to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2003.)

~~2.2~~		Agreement and Plan of Merger, dated as of April 27, 2004, by and between Rent-A-Center, Inc., RAC RR, Inc. and Rent Rite, Inc. d/b/a Rent Rite Rental Purchase (Pursuant to the rules of the SEC, the schedules and exhibits have been omitted. Upon the request of the SEC, Rent-A-Center, Inc. will supplementally supply such schedules and exhibits to the SEC.) (Incorporated herein by reference to Exhibit 2.8 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.)

3.1		Certificate of Incorporation of Rent-A-Center, Inc., as amended (Incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K dated as of December 31, 2002.)

3.2		Certificate of Amendment to the Certificate of Incorporation of Rent-A-Center, Inc., dated May 19, 2004 (Incorporated herein by reference to Exhibit 3.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.)

3.3		Amended and Restated Bylaws of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 3.(ii) to the registrant’s Current Report on Form 8-K dated as of September 20, 2005.)

4.1		Form of Certificate evidencing Common Stock (Incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4/A filed on January 13, 1999.)

4.2		Certificate of Elimination of Series A Preferred Stock (Incorporated herein by reference to Exhibit 4.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)

4.3		Certificate of Designations, Preferences and relative Rights and Limitations of Series C Preferred Stock of Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 4.4 to the registrant’s Registration Statement on Form S-4 filed July 11, 2003.)

4.4		~~Form of Certificate evidencing Series C Preferred Stock (Incorporated herein by reference to Exhibit 4.5 to the registrant’s Registration Statement on Form S-4 filed July 11, 2003.)~~

~~4.5~~		Certificate of Elimination of Series C Preferred Stock (Incorporated herein by reference to Exhibit 3.(i) to the registrant’s Current Report on Form 8-K dated as of September 20, 2005.)

~~4.6~~4.5		Indenture, dated as of May 6, 2003, by and among Rent-A-Center, Inc., as Issuer, Rent-A-Center East, Inc., ColorTyme, Inc., Rent-A-Center West, Inc., Get It Now, LLC, Rent-A-Center Texas, L.P. and Rent-A-Center Texas, L.L.C., as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.9 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.)

~~4.7~~4.6		First Supplemental Indenture, dated as of December 4, 2003, between Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.6 to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2003.)

~~4.8~~4.7		Second Supplemental Indenture, dated as of April 26, 2004, between Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.7 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.)

~~4.9~~4.8		Third Supplemental Indenture, dated as of May 7, 2004, between Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.8 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.)

~~4.10~~4.9		Fourth Supplemental Indenture, dated as of May 14, 2004, between Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.9 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.)

~~4.11~~4.10		Fifth Supplemental Indenture, dated as of June 30, 2005, between Rent-A-Center, Inc., as Issuer, the Guarantors named therein, as Guarantors, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit 4.10 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.)

RENT-A-CENTER, INC. AND SUBSIDIARIES


Exhibit
No.		Description
10.2		Amended and Restated Credit Agreement, dated as of May 28, 2003, as amended and restated as of July 14, 2004, among Rent-A-Center, Inc., the several lenders from time to time parties thereto, Calyon New York Branch, SunTrust Bank and Union Bank of California, N.A., as Documentation Agents, Lehman Commercial Paper Inc., as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent (Incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated July 15, 2004.)

10.3		Amended and Restated Guarantee and Collateral Agreement, dated as of May 28, 2003, as amended and restated as of July 14, 2004, made by Rent-A-Center, Inc. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, as Administrative Agent (Incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated July 15, 2004.)

10.4		Fifth Amended and Restated Stockholders Agreement, dated as of August 13, 2004, by and among Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Mark E. Speese, Rent-A-Center, Inc., and certain other persons (Incorporated herein by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-3/A filed on September 21, 2004.)

10.5		Franchisee Financing Agreement, dated April 30, 2002, but effective as of June 28, 2002, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.14 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.)

10.6		Supplemental Letter Agreement to Franchisee Financing Agreement, dated May 26, 2003, by and between Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center, Inc. (Incorporated herein by reference to Exhibit 10.23 to the registrant’s Registration Statement on Form S-4 filed July 11, 2003.)

10.7*10.7		First Amendment to Franchisee Financing Agreement, dated August 30, 2005, by and among Texas Capital Bank, National Association, ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.)

10.8		Amended and Restated Franchise Financing Agreement, dated October 1, 2003, by and among Wells Fargo Foothill, Inc., ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.22 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)

10.9		First Amendment to Amended and Restated Franchisee Financing Agreement, dated December 15, 2003, by and among Wells Fargo Foothill, Inc., ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.23 to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2003.)

10.10		Second Amendment to Amended and Restated Franchisee Financing Agreement, dated as of March 1, 2004, by and among Wells Fargo Foothill, Inc., ColorTyme, Inc. and Rent-A-Center East, Inc. (Incorporated herein by reference to Exhibit 10.24 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.)

10.11⁺		Form of Stock Option Agreement issuable to Directors pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.)

10.12⁺		Form of Stock Option Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.)

10.13⁺		Summary of Director Compensation (Incorporated herein by reference to Exhibit 10.22 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.)

10.14⁺		Summary of Named Executive Officer Compensation (Incorporated herein by reference to Exhibit 10.23 to the registrant’s ~~Annual~~Current Report on Form ~~10-K for the year ended~~8-K dated December ~~31, 2004.~~21, 2005.)

~~21.1~~ 10.15⁺		Form of Stock Compensation Agreement issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan

10.16⁺		Form of Long-Term Incentive Cash Award issuable to management pursuant to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan

10.17⁺		Form of Loyalty and Confidentiality Agreement entered into with management.

21.1*		Subsidiaries of Rent-A-Center, Inc. ~~(Incorporated herein by reference to Exhibit 21.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.)~~

31.1^*		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by Mark E. Speese

3.		Intangibles.

		Amortization of intangibles consists primarily of the amortization of customer relationships and non-compete agreements.

		Intangibles consist of the following (in thousands):


			September 30, 2005				December 31, 2004						March 31, 2006				December 31, 2005
	Avg.		Gross				Gross				Avg.		Gross				Gross
	Life		Carrying		Accumulated		Carrying		Accumulated		Life		Carrying		Accumulated		Carrying		Accumulated
	(years)		Amount		Amortization		Amount		Amortization		(years)		Amount		Amortization		Amount		Amortization
Amortizable intangible assets

Franchise network		10	$	3,000	$	2,775	$	3,000	$	2,550		10	$	3,000	$	2,925	$	3,000	$	2,850
Non-compete agreements		3		6,018		4,116		5,902		3,197		3		6,050		4,739		6,040		4,423
Customer relationships		1.5		32,753		30,391		30,644		24,810		1.5		33,157		31,837		32,934		31,335

Total				41,771		37,282		39,546		30,557				42,207		39,501		41,974		38,608

Intangible assets not subject to amortization

Goodwill				1,023,444		99,152		1,012,577		99,162				1,026,961		99,152		1,025,112		99,152


Total intangibles			$	1,065,215	$	136,434	$	1,052,123	$	129,719			$	1,069,168	$	138,653	$	1,067,086	$	137,760


	At September 30, 2005			At December 31, 2004		At March 31, 2006		At December 31, 2005
	(In thousands)					(In thousands)
Balance as of January 1,	$	913,415		$	788,059	$	925,960	$	913,415
Additions from acquisitions		24,136			112,209		1,644		25,947
Goodwill impairment⁽¹⁾		(8,198	)		—		—		(8,198	)⁽¹⁾
Post purchase price allocation adjustments		(5,061	)		13,147		205		(5,204	)⁽²⁾

Balance as of the end of the period	$	924,292		$	913,415	$	927,809	$	925,960

		For the ~~nine~~three months ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004,~~ the number of stock options that were outstanding but not included in the computation of diluted earnings per common share because their exercise price was greater than the average market price of ~~our~~Rent-A-Center common stock, and therefore anti-dilutive, was ~~1,843,383~~1,891,038 and ~~560,084, respectively.~~

		For the three months ended September 30, 2005 and 2004, the number of stock options that were outstanding but not included in the computation of diluted earnings per common share because their exercise price was greater than the average market price of our common stock, and therefore anti-dilutive, was 2,416,436 and 1,241,709,1,865,108, respectively.

5.		Subsidiary Guarantors.

		7¹/2% Senior Subordinated Notes. On May 6, 2003, Rent-A-Center issued $300.0 million in senior subordinated notes due 2010, bearing interest at 7¹/2%, pursuant to an indenture dated May 6, 2003, among Rent-A-Center, Inc., its subsidiary guarantors (the “Subsidiary Guarantors”) and The Bank of New York, as trustee. The proceeds of this offering were used to fund the repurchase and redemption of certain outstanding notes.

		The 2003 indenture contains covenants that limit Rent-A-Center’s ability to:

		We expect the total estimated cash outlay in connection with the store ~~closing~~consolidation plan to be between $9.0 million to ~~$13.7~~$10.4 million. The total amount of cash used in the store ~~closing~~consolidation plan ~~during the third quarter~~through March 31, 2006 was ~~$1.2~~approximately $6.5 million. Therefore, we expect to use approximately ~~$7.8~~$2.5 million to ~~$12.5~~$3.9 million of cash on hand for future payments primarily related to the satisfaction of lease obligations for closed stores.

~~11.~~		~~Effects of Hurricanes Katrina and Rita.~~

		During the third quarter of 2005, we recorded pre-tax expenses of approximately $7.7 million related to the damage caused by Hurricanes Katrina and Rita. These costs relate primarily to goodwill impairment of approximately $3.7 million and inventory losses of approximately $3.6 million.


(In thousands, except per share data)	Nine months ended September 30,
	2005			2004
	Unaudited
Revenues
Store
Rentals and fees	$	1,561,694		$	1,541,459
Merchandise sales		139,480			130,287
Installment sales		19,574			17,968
Other		5,013			2,966
Franchise
Merchandise sales		26,032			31,099
Royalty income and fees		4,101			4,193

		1,755,894			1,727,972

Operating expenses
Direct store expenses
Cost of rentals and fees		338,710			333,868
Cost of merchandise sold		100,606			91,081
Cost of installment sales		8,169			7,802
Salaries and other expenses		1,017,369			946,552
Franchise cost of merchandise sold		24,993			29,691

		1,489,847			1,408,994

General and administrative expenses		60,681			56,350
Amortization of intangibles		10,378			8,402
Class action litigation settlement (reversion)		(8,000	)		47,000
Restructuring charge		13,028			—


Total operating expenses		1,565,934			1,520,746

Operating profit		189,960			207,226

Finance charges from recapitalization		—			4,173
Interest income		(4,084	)		(4,382	)
Interest expense		33,456			30,525


Earnings before income taxes		160,588			176,910

Income tax expense		59,900			67,934


NET EARNINGS		100,688			108,976

Preferred dividends		—			—


Net earnings allocable to common stockholders	$	100,688		$	108,976


Basic earnings per common share	$	1.36		$	1.38


Diluted earnings per common share	$	1.34		$	1.34


(In thousands, except share data)		September 30,			December 31,
		2005			2004
	Unaudited
ASSETS
Cash and cash equivalents		$	52,790		$	58,825
Accounts receivable, net			19,657			16,269
Prepaid expenses and other assets			42,067			65,050
Rental merchandise, net
On rent			572,224			596,447
Held for rent			178,825			162,664
Merchandise held for installment sale			2,019			1,311
Property assets, net			143,021			144,818
Goodwill, net			924,292			913,415
Intangible assets, net			4,489			8,989


		$	1,939,384		$	1,967,788


LIABILITIES
Accounts payable — trade		$	100,549		$	94,399
Accrued liabilities			187,649			207,835
Deferred income taxes			122,562			163,031
Senior debt			406,625			408,250
Subordinated notes payable			300,000			300,000
Redeemable convertible voting preferred stock			—			2

			1,117,385			1,173,517

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock, $.01 par value; 250,000,000 shares authorized; 102,922,951 and 102,297,937 shares issued in 2005 and 2004, respectively			1,029			1,023
Additional paid-in capital			629,501			618,486
Retained earnings			866,446			765,785
Treasury stock, 31,984,999 and 27,900,399 shares at cost in 2005 and 2004, respectively			(674,977	)		(591,023	)

			821,999			794,271


		$	1,939,384		$	1,967,788


	Nine months ended			Nine months ended
	September 30, 2005			September 30, 2004
	(In thousands)
Beginning merchandise value	$	760,422		$	682,367
Inventory additions through acquisitions		8,554			65,829
Purchases		486,209			453,358
Depreciation of rental merchandise		(332,965	)		(331,918	)
Cost of goods sold		(108,775	)		(98,883	)
Skips and stolens		(44,956	)		(39,984	)
Other inventory deletions⁽¹⁾		(15,421	)		(11,913	)


Ending merchandise value	$	753,068		$	718,856


(1)		Other inventory deletions include loss/damage waiver claims and unrepairable and missing merchandise, as well as acquisition write-offs. ~~2005 inventory deletions also include $3.6 million in write-offs associated with Hurricanes Katrina and Rita.~~


	Estimated		Estimated Amortization Expense
	Amortization Expense		(In thousands)
	(In thousands)
2005	$	1,406
2006		2,902	$	2,408
2007		176		288
2008		5		10

2009				—
Total	$	4,489	$	2,706


(1)		Goodwill impairment of approximately $4.5 million was included in our restructuring charges relating to its store consolidation plan and $3.7 million relating to Hurricane Katrina was ~~recorded~~included in ~~relation to our store closing plan and Hurricanes Katrina and Rita, respectively.~~amortization expense.


(2)		The post purchase price allocation adjustments in ~~2004~~2005 of approximately ~~$13.1~~$5.2 million ~~were~~are primarily attributable to ~~inventory charge-offs~~the tax benefit associated with certain items recorded as goodwill that were deductible for unrentable or missing merchandise acquired in acquisitions, reserves put into place for lease buyouts for acquired stores which were closed post-acquisition in compliance with executive management’s pre-acquisition plans, and the severance pay for the employees involved in the planned reduction in workforce inherited from certain of the acquired companies.tax purposes.


							Three months ended March 31, 2006
(In thousands, except per share data)	Nine months ended September 30, 2005						Net earnings		Shares		Per share
	Net earnings		Shares		Per share
Basic earnings per common share	$	100,688		74,044	$	1.36	$	40,328		69,256	$	0.58
Effect of dilutive stock options				1,218						994


Diluted earnings per common share	$	100,688		75,262	$	1.34	$	40,328		70,250	$	0.57


	Nine months ended September 30, 2004
	Net earnings		Shares		Per share
Basic earnings per common share	$	108,976		79,246	$	1.38
Effect of dilutive stock options				2,352


Diluted earnings per common share	$	108,976		81,598	$	1.34


(In thousands, except per share data)	Three months ended September 30, 2005
	Net earnings		Shares		Per share
Basic earnings per common share	$	11,277		72,826	$	0.15
Effect of dilutive stock options				887


Diluted earnings per common share	$	11,277		73,713	$	0.15

4.		Earnings Per Share.


	Three months ended September 30, 2004						Three months ended March 31, 2005
	Net earnings		Shares		Per share		Net earnings		Shares		Per share
Basic earnings per common share	$	5,573		77,989	$	0.07	$	47,669		74,558	$	0.64
Effect of dilutive stock options				1,939						1,514


Diluted earnings per common share	$	5,573		79,928	$	0.07	$	47,669		76,072	$	0.63

	•		incur additional debt;

	•		sell assets or its subsidiaries;

	•		grant liens to third parties;

	•		pay dividends or repurchase ~~stock;~~stock (subject to a restricted payments basket for which $120.7 million was available for use as of March 31, 2006); and

	•		engage in a merger or sell substantially all of its assets.


	Fair Values
	(in thousands)
Rental merchandise	$	18,644
Property assets		1,262
Customer relationships		3,180
Non-compete agreements		242
Goodwill		36,568

Total assets acquired	$	59,896


	December 31,		Charges to					March 31,
	2005 Balance		Expense		Cash Payments			2006 Balance
	(In thousands)
Lease obligations	$	5,364	$	—	$	(2,500	)	$	2,864
Fixed asset disposals		—		—		—			—
Net proceeds from stores sold		—		—		—			—
Other costs⁽¹⁾		91		—		(91	)		—

Total	$	5,455	$	—	$	(2,591	)	$	2,864


⁽¹⁾		Goodwill impairment charges are the primary component of other costs. Additional costs include inventory disposals and the removal of signs and various assets from vacated locations.

	•		incur additional debt (including subordinated debt) in excess of $50 million at any one time outstanding;

	•		repurchase our capital stock and 7¹/2% ~~notes;~~notes and pay cash dividends (subject to a restricted payments basket for which $117.2 million was available for use as of March 31, 2006);

	•		incur liens or other encumbrances;

	•		merge, consolidate or sell substantially all our property or business;

	•		sell assets, other than inventory in the ordinary course of business;

	•		make investments or acquisitions unless we meet financial tests and other requirements;

	•		make capital expenditures; or

	•		enter into a new line of business.


	Required ratio		Actual ratio
Maximum consolidated leverage ratio	No greater than	2.75:1		~~2.12:~~2.22:1
Minimum consolidated interest coverage ratio	No less than	4.00:1		~~7.38:~~5.99:1
Minimum fixed charge coverage ratio	No less than	1.50:1		~~2.02:~~1.79:1


	RENT-A-CENTER, INC.
	By:	/s/ Robert D. Davis
		Robert D. Davis
		Senior Vice President-Finance, Chief Financial Officer and Treasurer


~~Exhibit~~
~~No.~~		~~Description~~
~~4.12~~4.11		Form of 2003 Exchange Note (Incorporated herein by reference to Exhibit 4.11 to the registrant’s Registration Statement on Form S-4 filed July 11, 2003.)

10.1⁺		Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.)


Exhibit
No.		Description
31.2^*		Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 implementing Section 302 of the Sarbanes-Oxley Act of 2002 by Robert D. Davis


⁺		Management contract or compensatory plan or arrangement

^*		Filed herewith.