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United States securities and exchange commission logo
April 17, 2024
Fahmi Karam
Chief Financial Officer
Upbound Group, Inc.
5501 Headquarters Drive
Plano, TX 75024
Re: Upbound Group, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2023
Form 8-K Furnished
February 22, 2024
File No. 001-38047
Dear Fahmi Karam:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K Furnished February 22, 2024
Exhibit 99.2 Upbound Group, Inc. Earnings Release
Fourth Quarter and Full Year 2023 Results & Key Metrics
Fourth Quarter Consolidated Results, page 1
1. Please present the most
directly comparable GAAP measure "net income" for Adjusted
EBITDA for fourth
quarter and full year 2023 operating results. This applies to other
charts in Exhibit 99.2
where you present and discuss operating profit as the most directly
comparable GAAP measure
for Adjusted EBITDA. This comment also applies to your
Investor Presentation
in Exhibit 99.3. Refer to Question 102.10(a) of the Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures.
Reconciliation of operating profit (loss) to Adjusted EBITDA
(consolidated and by segment)
Three months ended December 31, 2023 and 2022
Years Ended December 31, 2023 and 2022, page 15
Fahmi Karam
Upbound Group, Inc.
April 17, 2024
Page 2
2. Please reconcile "Adjusted EBITDA" to the most directly comparable
GAAP measure
"net income" for the three months and years ended December 31, 2023
and 2022. This
comment also applies to your Investor Presentation in Exhibit 99.3.
Refer to Question
103.02 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial
Measures.
Exhibit 99.3 Investor Presentation
Supplemental Segment Performance Details - Including Non-GAAP Adjustments, page
24
3. It appears you remove "other charges" in arriving at non-GAAP
operating expenses.
Please describe the nature of the other charges and quantify each
component therein to the
extent material. Also, disclose why you believe it is appropriate to
adjust for these charges
and why it is meaningful to investors to do so. Further, describe the
operating expenses
adjusted to remove other charges as non-GAAP for clarity. Refer to
Item 10(e)(1)(i)(C) of
Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with any
questions.
FirstName LastNameFahmi Karam Sincerely,
Comapany NameUpbound Group, Inc.
Division of
Corporation Finance
April 17, 2024 Page 2 Office of Trade
& Services
FirstName LastName