Upbound (UPBD) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

RENT-A-CENTER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA

CONSOLIDATED BALANCE SHEET
As of September 30, 2006

							Pro Forma			Pro Forma
	Rent-A-Center			Rent-Way			Adjustments			Consolidated
(In thousands)
ASSETS
Cash and cash equivalents	$	53,706		$	10,739		$	(19,192	)(a)	$	45,253
Accounts receivable, net		21,332			48			—			21,380
Prepaid expenses and other assets		47,303			14,763			(3,712	)(b)		58,354
Rental merchandise, net
On rent		638,091			162,349			—			800,440
Held for rent		195,086			46,655			—			241,741
Merchandise held for installment sale		1,928			10			—			1,938
Property assets, net		158,520			45,847			—			204,367
Goodwill, net		945,278			187,500			326,092	(c)		1,458,870
		—			—			(187,500	)(d)		(187,500	)
Intangible assets, net		3,481			1,831			23,850	(e)		29,162
	$	2,064,725		$	469,742		$	139,538		$	2,674,005
LIABILITIES
Accounts payable — trade	$	116,091		$	15,100		$	—		$	131,191
Accrued liabilities		215,764			70,841			35,008	(f)		321,613
Deferred income taxes		126,822			20,742			(124,057	)(g)		23,507
Senior debt		358,468			26,000			600,000	(a)		958,468
		—			—			(26,000	)(h)		—
Subordinated notes payable		300,000			202,741			(202,741	)(h)		300,000
Convertible preferred stock		—			23,721			(23,721	)(h)		—
		1,117,145			359,145			258,489			1,734,779
STOCKHOLDERS’ EQUITY
Common stock		1,039			305,073			(305,073	)(i)		1,039
Additional paid-in capital		653,833			1,895			(1,895	)(i)		653,833
Retained earnings		1,006,798			(196,180	)		187,826	(i)(j)		998,444
Treasury stock		(714,090	)		(191	)		191	(i)		(714,090	)
		947,580			110,597			(118,951	)		939,226
	$	2,064,725		$	469,742		$	139,538		$	2,674,005

RENT-A-CENTER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA

CONSOLIDATED STATEMENT OF EARNINGS
For the Nine Months Ended September 30, 2006

							Pro Forma			Pro Forma
	Rent-A-Center			Rent-Way			Adjustments			Consolidated
(In thousands, except per share data)
Revenues
Store
Rentals and fees	$	1,579,719		$	365,030		$	43	(p)	$	1,944,792
Merchandise sales		138,934			31,895			—			170,829
Installment sales		18,377			—			—			18,377
Other		10,263			12,180			—			22,443
Franchise
Merchandise sales		26,752			—			—			26,752
Royalty income and fees		3,737			—			—			3,737
		1,777,782			409,105			43			2,186,930
Operating expenses
Direct store expenses
Cost of rentals and fees		344,518			89,148			—			433,666
Cost of merchandise sold		100,955			30,636			—			131,591
Cost of installment sales		7,677			—			—			7,677
Salaries and other expenses		1,012,263			212,113			(323	)(p)		1,224,053
Franchise cost of merchandise sold		25,659			—			—			25,659
		1,491,072			331,897			(323	)		1,822,646
General and administrative expenses		66,017			48,529			—			114,546
Amortization of intangibles		2,845			613			8,906	(k)		12,364
Litigation settlement/(reversion)		15,300			—			—			15,300
Total operating expenses		1,575,234			381,039			8,583			1,964,856
Operating profit		202,548			28,066			(8,540	)		222,074
Finance charges from refinancing		2,165			—			—			2,165
Interest expense		39,646			29,670			2,606	(l)		71,922
Interest income		(4,194	)		(435	)		—			(4,629	)
Earnings before income taxes		164,931			(1,169	)		(11,146	)		152,616
Income tax expense		59,519			6,310			(10,754	)(m)		55,075
NET EARNINGS		105,412			(7,479	)		(392	)		97,541
Preferred stock dividend		—			1,816			(1,816	)(n)		—
Net earnings allocable to common stockholders	$	105,412		$	(9,295	)	$	1,424		$	97,541
Net income per common share:
Basic	$	1.52								$	1.40
Diluted	$	1.49								$	1.38
Weighted average shares outstanding:
Basic		69,536									69,536
Diluted		70,581									70,581

RENT-A-CENTER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA

CONSOLIDATED STATEMENT OF EARNINGS
For the Twelve Months Ended December 31, 2005

							Pro Forma			Pro Forma
	Rent-A-Center			Rent-Way			Adjustments			Consolidated
(In thousands, except per share data)
Revenues
Store
Rentals and fees	$	2,084,757		$	463,094		$	(857	)(p)	$	2,546,994
Merchandise sales		177,292			38,531			—			215,823
Installment sales		26,139			—			—			26,139
Other		7,903			16,394			—			24,297
Franchise
Merchandise sales		37,794			—			—			37,794
Royalty income and fees		5,222			—			—			5,222
		2,339,107			518,019			(857	)		2,856,269
Operating expenses
Direct store expenses
Cost of rentals and fees		452,583			111,279			—			563,862
Cost of merchandise sold		129,624			36,448			—			166,072
Cost of installment sales		10,889			—			—			10,889
Salaries and other expenses		1,358,760			273,161			101	(p)		1,632,022
Franchise cost of merchandise sold		36,319			—			—			36,319
		1,988,175			420,888			101			2,409,164
General and administrative expenses		82,290			56,203			—			138,493
Amortization of intangibles		11,705			380			11,874	(k)		23,959
Litigation settlement/(reversion)		15,166			—			—			15,166
Restructuring charge		(8,000	)		—			—			(8,000	)
Total operating expenses		2,089,336			477,471			11,975			2,578,782
Operating profit		249,771			40,548			(12,832	)		277,487
Interest expense		46,195			21,815			29,091	(o)		97,101
Interest income		(5,492	)		(126	)		—			(5,618	)
Earnings before income taxes		209,068			18,859			(41,923	)		186,004
Income tax expense		73,330			8,584			(16,674	)(m)		65,240
NET EARNINGS		135,738			10,275			(25,249	)		120,764
Preferred stock dividend		—			2,230			(2,230	)(n)		—
Net earnings allocable to common stockholders	$	135,738		$	8,045		$	(23,019	)	$	120,764
Net income per common share:
Basic	$	1.86								$	1.65
Diluted	$	1.83								$	1.63
Weighted average shares outstanding:
Basic		73,018									73,018
Diluted		74,108									74,108

Notes to Unaudited Pro Forma Financial Statements

Basis of Presentation. On November 15, 2006, Rent-A-Center, Inc., completed its acquisition of Rent-Way, Inc., and its subsidiaries, whereby Rent-Way became a wholly owned subsidiary of Rent-A-Center, Inc., in a transaction accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141 (“SFAS 141”), “Business Combinations”. The total purchase price of approximately $619.2 million includes cash payments and borrowings under our senior credit facilities and direct transaction costs of approximately $11.0 million. The maturity date of the senior credit facilities is June 30, 2012. A variance of¹/₈ percent in the interest rate would affect income by $358,000 and $484,000 at September 30, 2006 and December 31, 2005, respectively.

The total purchase price of the merger is as follows (in thousands):

Cash	$	608,192
Direct transaction costs		11,000
Total purchase price	$	619,192

The allocation of the purchase price is preliminary pending the completion of various analyses and finalization of estimates. The allocation of the purchase price and estimated useful lives and first year amortization associated with certain assets is as follows (in thousands):

				First Year		Estimated
	Amount			Amortization		Useful Life
Net tangible assets	$	110,597
Customer contracts and relationships and non-compete agreements		23,850		$	11,874	2-5 years
Financing costs		4,049			230		6 years
Debt payment		252,463
Deferred tax assets		124,057
Accrued restructuring charges		(34,416	)
Goodwill, net		138,592
Total purchase price	$	619,192

Reclassifications.Certain reclassification adjustments have been made to conform Rent-Way’s historical reported balances to the pro forma combined condensed financial statement basis of presentation. The balance sheet reclassifications are as follows:

							Rent-Way
(In thousands)	Rent-Way			Reclassifications			Reclassified
ASSETS
Cash and cash equivalents	$	10,782		$	(43	)	$	10,739
Accounts receivable, net		—			48			48
Prepaid expenses and other assets		17,304			(2,541	)		14,763
Rental merchandise, net
On rent		208,404			(46,055	)		162,349
Held for rent		—			46,655			46,655
Merchandise held for installment sale		—			10			10
Property assets, net		45,709			138			45,847
Goodwill, net		187,500			—			187,500
Intangible assets, net		1,831			—			1,831
	$	471,530		$	(1,788	)	$	469,742
LIABILITIES
Accounts payable — trade	$	20,677		$	(5,577	)	$	15,100
Accrued liabilities		67,049			3,792			70,841
Deferred income taxes		20,742			—			20,742
Senior debt		228,744			(202,744	)		26,000
Subordinated notes		—			202,741			202,741
Convertible preferred stock		23,721			—			23,721
		360,933			(1,788	)		359,145
STOCKHOLDERS’ EQUITY
Common stock		305,073			—			305,073
Additional paid-in capital		1,895			—			1,895
Retained earnings		(196,180	)		—			(196,180	)
Treasury stock		(191	)		—			(191	)
		110,597			—			110,597
	$	471,530		$	(1,788	)	$	469,742

The income statement reclassifications for the nine months ended September 30, 2006, are as follows:

							Rent-Way
	Rent-Way			Reclassifications			Reclassified
(In thousands)
Revenues
Store
Rentals and fees	$	343,455		$	21,575		$	365,030
Merchandise sales		—			31,895			31,895
Installment sales		—			—			—
Other revenue		65,274			(53,094	)		12,180
Franchise
Merchandise sales		—			—			—
Royalty income and fees		—			—			—
		408,729			376			409,105
Operating expenses
Direct store expenses
Cost of rentals and fees		119,981			(30,833	)		89,148
Cost of merchandise sold		7,361			23,275			30,636
Cost of installment sales		—			—			—
Salaries and other expenses		255,356			(43,243	)		212,113
Franchise cost of merchandise sold		—			—			—
		382,698			(50,801	)		331,897
General and administrative expenses		90			48,439			48,529
Amortization of intangibles		613			—			613
Total operating expenses		383,401			(2,362	)		381,039
Operating profit		25,328			2,738			28,066
Interest expense		29,564			106			29,670
Interest income		(435	)		—			(435	)
Earnings before income taxes		(3,801	)		2,632			(1,169	)
Income tax expense		3,678			2,632			6,310
Net loss before discontinued operations		(7,479	)		—			(7,479	)
Preferred stock dividend		1,816			—			1,816
Net loss before discontinued operations	$	(9,295	)	$	—		$	(9,295	)

The income statement reclassifications for the twelve months ended December 31, 2005, are as follows:

							Rent-Way
	Rent-Way			Reclassifications			Reclassified
(In thousands)
Revenues
Store
Rentals and fees	$	434,480		$	28,614		$	463,094
Merchandise sales		—			38,531			38,531
Installment sales		—			—			—
Other revenue		83,738			(67,344	)		16,394
Franchise
Merchandise sales		—			—			—
Royalty income and fees		—			—			—
		518,218			(199	)		518,019
Operating expenses
Direct store expenses
Cost of rentals and fees		148,979			(37,700	)		111,279
Cost of merchandise sold		10,403			26,045			36,448
Cost of installment sales		—			—			—
Salaries and other expenses		321,558			(48,397	)		273,161
Franchise cost of merchandise sold		—			—			—
		480,940			(60,052	)		420,888
General and administrative expenses		120			56,083			56,203
Amortization of intangibles		380			—			380
Total operating expenses		481,440			(3,969	)		477,471
Operating profit		36,778			3,770			40,548
Interest expense		21,275			540			21,815
Interest income		(126	)		—			(126	)
Earnings before income taxes		15,629			3,230			18,859
Income tax expense		5,354			3,230			8,584
Net loss before discontinued operations		10,275			—			10,275
Preferred stock dividend		2,230			—			2,230
Net loss before discontinued operations	$	8,045		$	—		$	8,045

Pro Forma Adjustments.Pro forma adjustments are necessary to reflect the purchase price and to conform accounting of deferred revenue from Rent-Way’s policy to be in accordance with Rent-A-Center’s policy.

The following pro forma adjustments are reflected in the financial statements:

(a)	Includes $19.2 million in cash and a $600.0 million increase to our senior credit facility for the purchase price of Rent-Way.
(b)	Consists of $4.0 in financing fees for the new senior credit facility, net of a write-off of $2.6 million in financing costs for our previous senior credit facility and a write-off of $5.1 million in financing costs for Rent-Way’s credit facilities.
(c)	Reflects the addition of goodwill.
(d)	Consists of the elimination of Rent-Way goodwill.
(e)	Consists of customer contracts of $23.6 million and non-compete agreements of $250,000 resulting from the acquisition.
(f)	Accrued liabilities include an increase of approximately $600,000 related to the conformity of accounting policies for deferred revenue and $34.4 million related to accrued restructuring charges.
(g)	Consists of previously unrecognized deferred tax assets that are considered more likely than not to be realized as a result of the acquisition.
(h)	Consists of the elimination of Rent-Way’s debt and convertible preferred stock.
(i)	Consists of the elimination of Rent-Way’s equity.
(j)	Includes adjustment of approximately $600,000 for conformity of accounting policies for deferred revenue, write-off of $2.6 million in our financing costs and $5.1 million in Rent-Way’s financing costs.
(k)	Consists of amortization expense for customer contracts and non-compete agreements.
(l)	Reflects interest expense of $31.7 million related to $600 million in additional credit facility, an elimination of $29.3 million of Rent-Way’s interest expense related to their debt and approximately $195,000 in amortization of accrued financing costs.
(m)	Previously expensed items for income tax expense would not have been recognized if the acquisition had occurred on January 1st of the respective periods.
(n)	Consists of the elimination of the preferred stock dividend.
(o)	Reflects interest expense of $42.8 million related to $600 million in additional credit facility, an elimination of $21.7 million of Rent-Way’s interest expense related to their debt, write-off of Rent-A-Center’s accrued financing costs of $2.6 million, write-off of Rent-Way’s accrued financing costs of $5.1 million and approximately $230,000 in amortization of accrued financing costs.
(p)	Consists of adjustment for conformity of accounting policies for deferred revenue.