Outerwall 8-K/A Report of Independent Auditors

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

INTRODUCTORY NOTE

The following unaudited pro forma condensed combined financial statements give effect to the transaction between Coinstar, Inc., (“Coinstar”) a Delaware corporation and Travelex Money Transfer Limited (“TMT”), a company incorporated in England and Wales, using the purchase method of accounting for the business combination.

On May 31, 2006, Coinstar completed the purchase of TMT pursuant to an Agreement for the Sale and Purchase of the Entire Share Capital of Travelex Money Transfer Limited, (the “Purchase Agreement”). The consideration paid for the purchase was $27.5 million in cash.

The purchase of TMT was initially reported on a Current Report on Form 8-K dated and filed on June 6, 2006, and is being amended hereby to include the financial statements required by Item 9.01.

The transaction will be accounted for as a purchase of TMT by Coinstar under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141,Business Combinations. Under the purchase method of accounting, the total purchase price is allocated to the net tangible and intangible assets acquired by Coinstar in connection with the transaction, based on their fair values as of the completion of the transaction. The excess cost over the net tangible and identifiable intangible assets is allocated to goodwill.

The unaudited pro forma condensed combined financial statements present the purchase of TMT under the purchase method of accounting, which reflects the allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair value at the time of the purchase. The unaudited pro forma condensed combined financial statements reflect the preliminary purchase price allocation based on Coinstar’s estimate of the fair value of the assets acquired and liabilities assumed. The preliminary purchase allocation is subject to finalization of the valuation of intangible assets, and other assets acquired and liabilities assumed.

The unaudited pro forma condensed combined balance sheet of Coinstar gives effect to the transaction as if it occurred on March 31, 2006. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2005 and the three months ended March 31, 2006 give effect to the transaction as if it had occurred on January 1, 2005.

The historical statement of operations and balance sheet of TMT have been prepared in accordance with U.S. generally accepted accounting principles for the purpose of presenting the unaudited pro forma condensed combined financial information. The U.K. to U.S. GAAP adjustments for the year ended December 31, 2005 are represented in the notes to the combined consolidated financial statements of TMT. No significant U.K. to U.S. GAAP adjustments exist as of and for the three months ended March 31, 2006.

The historical financial statements of TMT were presented in Euros. For the purposes of presenting the unaudited pro forma condensed combined financial information, the adjusted statement of operations of TMT for the year ended December 31, 2005 and three month period ended March 31, 2006, have been translated into US dollars at the average daily closing rate for the year ended December 31, 2005 and three months ended March 31, 2006. The adjusted balance sheet of TMT at March 31, 2006 has been translated into US dollars at the closing rate on March 31, 2006.

The preliminary pro forma acquisition adjustments are based on available information and certain assumptions made by Coinstar’s management and may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information is not intended to represent what Coinstar’s financial position was or results of operations would have been if the acquisition had occurred on those dates or to project Coinstar’s financial position or results of operations for any future period. Since Coinstar and TMT were not under common control or management for any period presented, the unaudited pro forma condensed combined financial results may not be comparable to, or indicative of, future performance.

The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Form 8-K/A and results of the preliminary allocation of the purchase price based on estimates of the fair value of the assets acquired and liabilities assumed. The unaudited pro forma statements do not reflect synergies expected from the combination of the two entities. The unaudited pro forma condensed combined financial statements and the accompanying notes thereto of Coinstar and TMT should be read in conjunction with and are qualified by the historical financial statements and notes thereto of Coinstar and TMT. Coinstar’s historical financial statements are included in Coinstar’s Annual Report on Form 10-K for the year ended December 31, 2005 and Coinstar’s Quarterly Report on Form 10-Q for the three months ended March 31, 2006. The historical financial statements and related notes thereto for TMT for the year ended December 31, 2005 are attached as Exhibits 99.1 to this Form 8-K/A. The historic financial data of TMT as of and, for the three months ended March 31, 2006 included in the pro forma condensed combined financial statements has been derived from the underlying accounting records of the businesses comprising TMT, as adjusted to conform with US GAAP.

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We cannot assure you that Coinstar will not incur charges in excess of those included in the pro forma total consideration related to the transaction or that management will be successful in its efforts to integrate the operations of the companies.

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UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET

March 31, 2006

(in thousands)

	Historical						Pro Forma Adjustments				Pro Forma Combined
	Coinstar			TMT US GAAP
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	40,717		$	845		$	(27,484	)	A	$	14,078
Cash in machine or in transit		54,572			—			—				54,572
Cash being processed		57,177			1,338			—				58,515
Trade accounts receivable, net		9,407			3,005			—				12,412
Inventory		32,755			—			—				32,755
Deferred income taxes		17,329			—			—				17,329
Prepaid expenses and other current assets		9,125			2,133			(188	)	A		11,070
Total current assets		221,082			7,321			(27,672	)			200,731
PROPERTY AND EQUIPMENT, NET		153,256			2,002			—				155,258
DEFERRED INCOME TAXES		2,444			—			—				2,444
OTHER ASSETS		5,130			—			—				5,130
EQUITY INVESTMENTS		19,904			—			—				19,904
INTANGIBLE ASSETS, NET		38,821			81			8,890		B
								(81	)	D		47,711
GOODWILL		184,265			89			19,509		B
								(89	)	D		203,774
TOTAL ASSETS	$	624,902		$	9,493		$	557			$	634,952
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	35,455		$	1,755		$	—			$	37,210
Accrued liabilities payable to retailers		64,509			1,338			—				65,847
Other accrued liabilities		23,129			10,487			1,394		A
								(8,294	)	C		26,716
Current portion of long-term debt and capital lease obligations		7,331			—			—				7,331
Total current liabilities		130,424			13,580			(6,900	)			137,104
LONG-TERM DEBT, CAPITAL LEASE OBLIGATIONS, DEFERRED TAXES AND OTHER		194,419			—			3,370		F		197,789
Total liabilities		324,843			13,580			(3,530	)			334,893
STOCKHOLDERS’ EQUITY:
Common stock and additional paid-in capital		330,961			1			(1	)	E		330,961
Accumulated deficit		(8,979	)		(4,088	)		4,088		E		(8,979	)
Treasury stock		(23,165	)		—			—				(23,165	)
Accumulated other comprehensive income		1,242			—			—				1,242
Total stockholders’ equity		300,059			(4,087	)		4,087				300,059
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	624,902		$	9,493		$	557			$	634,952

See accompanying notes to unaudited pro forma condensed combined financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma adjustments relate to the merger as if it had occurred as of March 31, 2006. The pro forma adjustments are based on preliminary estimates that may change as additional information is obtained. Amounts are in thousands.

(A) Purchase Price Adjustments

The purchase price adjustments reflect the cash payment made for the purchase of TMT’s common stock and the acquisition-related costs incurred by Coinstar.

For purposes of the pro forma financial information, the following table presents the components of the purchase price consideration.

Cash paid for acquisition of Holdings	$	27,484
Estimated acquisition-related costs		1,582
	$	29,066

The acquisition-related expenses consist primarily of legal and accounting fees, consulting and other directly related charges. As of March 31, 2006, Coinstar had recorded $188 of accrued acquisition costs and classified these charges as other assets. The remaining $1,394 appears as a pro forma adjustment to other accrued liabilities.

(B) Purchase Price Allocation

The following represents the preliminary allocation of the purchase price to the acquired assets and assumed liabilities of TMT and is based on March 31, 2006 balances for pro forma purposes only. This allocation is preliminary and based on TMT’s assets and liabilities at March 31, 2006. These amounts differ from the preliminary allocation of purchase prices based on the closing date, May 31, 2006, balances.

Net tangible assets acquired	$	667
Goodwill		19,509
Intangible assets:
Internal use software		4,690
Agent relationships		2,900
Trademark		1,020
Tradename and non-compete agreements		280
Total purchase price	$	29,066

Net tangible assets acquired of $667 consist primarily of cash, property and equipment, prepaid expenses and other assets, offset by a deferred tax liability and other accrued liabilities. TMT’s historical assets and liabilities were reviewed for valuation and determined to approximate fair value. No fair value adjustments to TMT’s recorded assets or liabilities were necessary.

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Goodwill of $19,509 represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets. The unaudited pro forma condensed combined statements of operations do not reflect the amortization of goodwill acquired in the merger consistent with the guidance in the Financial Accounting Standards Board (“FASB”) Statement No. 142,Goodwill and Other Intangible Assets.

Amortization of acquired intangible assets has been provided over their estimated useful lives, as follows:

Internal use software	5 years
Agent relationships	10 years
Trademark	7 years
Tradename and non-compete agreements	2 years

(C) This adjustment represents elimination of the net indebtedness of TMT to the parent company of $8,294 classified in accrued liabilities, none of which was assumed as part of the acquisition.

(D) This adjustment represents the elimination of TMT’s net intangible asset, related to a 2005 acquisition.

(E) These adjustments represent the elimination of TMT’s stockholders’ equity accounts.

(F) This adjustment represents the effect on the deferred tax liability balance resulting from the book to tax effect on the valuation of intangible assets.

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UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

For the three months ended March 31, 2006

(in thousands except per share data)

	Historical						Pro Forma Adjustments				Pro Forma Combined
	Coinstar			TMT US GAAP
REVENUE	$	126,032		$	3,083			(266	)	A	$
								(304	)	C
								218		I		128,763
EXPENSES:
Direct operating		86,299			1,409			(127	)	A
								(266	)	B
								137		I
								(26	)	K		87,426
Marketing		924			325			—				1,249
Research and development		1,241			—			—				1,241
General and administrative		12,766			3,319			(32	)	J
								(783	)	K		15,270
Depreciation and other		12,859			233			—				13,092
Amortization of intangible assets		1,327			7			(7	)	E
								395		F		1,722
Income (loss) from operations		10,616			(2,210	)		357				8,763
OTHER INCOME (EXPENSE):
Interest income and other, net		471			—			(297	)	G		174
Interest expense		(3,732	)		(405	)		405		D		(3,732	)
Income from equity investments		191			—			—				191
Early retirement of debt		(238	)		—			—				(238	)
Income (loss) before income taxes		7,308			(2,615	)		465				5,158
Income taxes		(3,129	)		—			792		H		(2,337	)
NET INCOME (LOSS)	$	4,179		$	(2,615	)	$	1,257			$	2,821
NET INCOME PER SHARE:
Basic	$	0.15									$	0.10
Diluted	$	0.15									$	0.10
WEIGHTED SHARES OUTSTANDING:
Basic		27,716										27,716
Diluted		27,987										27,987

See accompanying notes to unaudited pro forma condensed combined financial statements.

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The following adjustments to the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2006 relate to the merger as if it had occurred as of January 1, 2005. The pro forma adjustments are based on preliminary estimates that may change as additional information is obtained.

(A) These adjustments represent the elimination of revenue and direct expense activity of the parent company that were not part of the acquired business.

(B) This adjustment relates to the elimination of agent fees and commissions paid to the parent company for locations that were included as part of the acquired business. Post acquisition, these are owned locations. No agency fees or commissions exist for any directly owned and operated locations.

(C) This adjustment reflects the elimination of intercompany activity with the parent company for operational charges plus 5%. These intercompany charges to the parent company were recorded as revenue and are not an on-going part of TMT activity.

(D) This adjustment reflects the elimination of interest expense on the intercompany loan from the parent company.

(E) This adjustment represents the elimination of intangible asset amortization expense related to a 2005 acquisition.

(F) This adjustment represents the amortization of the intangible assets relating to agent relationships, internal use software, trademark, tradename and non-compete agreements for the three month period ended March 31, 2006.

(G) This adjustment represents the elimination of interest income that Coinstar would not have earned during 2006, resulting from the decrease in cash related to the direct purchase price of TMT.

(H) This adjustment reflects the income tax effect relating to adjustments described above and inclusion of TMT in the determination of the pro forma tax expense. A tax benefit for TMT’s net operating losses is reflected as a pro forma adjustment due to sufficient earnings of other Coinstar subsidiaries in the same taxing jurisdictions.

(I) This adjustment represents revenue and operating expenses associated with contracts that were assumed in connection with the acquisition, however, were not part of the historical results of the acquired business.

(J) This adjustment represents the elimination of third party services that were contracted for operations in the Middle East region. These services were discontinued, post-acquisition, and are not an on-going cost of the acquired business.

(K) This adjustment reflects the elimination of certain intercompany charges from the parent company that are not considered on-going expenses of the acquired entity. These expenses were mostly comprised of corporate administrative and executive level expense allocations that are not an on-going cost of the acquired business.

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UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

For the year ended December 31, 2005

(in thousands except per share data)

	Historical						Pro Forma Adjustments				Pro Forma Combined
	Coinstar			TMT US GAAP
REVENUE	$	459,739		$	9,302		$	(2,643	)	A	$
								(1,559	)	C
								900		I		465,739
EXPENSES:
Direct operating		309,162			5,552			(788	)	A
								(869	)	B
								567		I
								(111	)	K		313,513
Marketing		10,748			207			—				10,955
Research and development		5,716			—			—				5,716
General and administrative		36,625			15,955			10		I
								(136	)	J
								(3,278	)	K		49,176
Depreciation and other		45,347			619			—				45,966
Amortization of intangible assets		4,556			11			(11	)	E
								1,579		F		6,135
Income (loss) from operations		47,585			(13,042	)		(265	)			34,278
OTHER INCOME (EXPENSE):
Interest income and other, net		1,549			5			(797	)	G		757
Interest expense		(12,916	)		(745	)		677		D		(12,984	)
Income from equity investments		281			—			—				281
Income (loss) before income taxes		36,499			(13,782	)		(385	)			22,332
Income taxes		(14,227	)		(92	)		5,200		H		(9,119	)
NET INCOME (LOSS)	$	22,272		$	(13,874	)	$	4,815			$	13,213
NET INCOME PER SHARE:
Basic	$	0.86									$	0.51
Diluted	$	0.86									$	0.51
WEIGHTED SHARES OUTSTANDING:
Basic		25,767										25,767
Diluted		26,033										26,033

See accompanying notes to unaudited pro forma condensed combined financial statements.

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The following unaudited pro forma adjustments to the unaudited pro forma combined statements of operations for the year ended December 31, 2005 relate to the merger as if it had occurred as of January 1, 2005. The pro forma adjustments are based on preliminary estimates that may change as additional information is obtained.

(A) These adjustments represent the elimination of revenue and direct expense activity of the parent company that were not part of the acquired business.

(B) This adjustment relates to the elimination of agent fees and commissions paid to the parent company for locations that were included as part of the acquired business. Post acquisition, these are owned locations. No agency fees or commissions exist for any directly owned and operated locations.

(C) This adjustment reflects the elimination of intercompany activity with the parent company for operational charges plus 5%. These intercompany charges to the parent company were recorded as revenue and are not an on-going part of TMT activity.

(D) This adjustment reflects the elimination of interest expense on the intercompany loan from the parent company.

(E) This adjustment represents the elimination of intangible asset amortization expense related to a 2005 acquisition.

(F) This adjustment represents the amortization of the intangible assets relating to agent relationships, internal use software, trademark, tradename and non-compete agreements for the year ended December 31, 2005.

(G) This adjustment represents the elimination of interest income that Coinstar would not have earned during 2005, resulting from the decrease in cash related to the direct purchase price of TMT.

(H) This adjustment reflects the income tax effect relating to adjustments described above and inclusion of TMT in the determination of the pro forma tax expense. A tax benefit for TMT’s net operating losses is reflected as a pro forma adjustment due to sufficient earnings of other Coinstar subsidiaries in the same taxing jurisdictions.

(I) This adjustment represents revenue and operating expenses associated with contracts that were assumed in connection with the acquisition, however, were not part of the historical results of the acquired business.

(J) This adjustment represents the elimination of third party services that were contracted for operations in the Middle East region. These services were discontinued, post-acquisition, and are not an on-going cost of the acquired business.

(K) This adjustment reflects the elimination of certain intercompany charges from the parent company that are not considered on-going expenses of the acquired business. These expenses were mostly comprised of corporate administrative and executive level expense allocations that are not an on-going cost of the acquired business.

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