UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K/A


Amendment No. 1


(Mark One)
 þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014or ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File No. 0-25370


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Rent-A-Center, Inc.


(Exact name of registrant as specified in its charter)


Delaware45-0491516(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)


5501 Headquarters Drive


Plano, Texas 75024


(Address, including zip code of registrant's


principal executive offices)


Registrant's telephone number, including area code: 972-801-1100


Securities registered pursuant to Section 12(b) of the Act:


Title of Each ClassName of Exchange on Which RegisteredCommon Stock, par value $0.01 per shareThe Nasdaq Global Select Market, Inc.





Securities registered pursuant to Section 12(g) of the Act: None


_______________





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ No  ̈





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ̈ No þ





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.  Yes þ No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer þ Accelerated filer  ̈ Non-accelerated filer  ̈ (Do not check if a smaller reporting company)   Smaller reporting company  ̈





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈ No þ


Aggregate market value of the 51,477,316 sharesof Common Stock held by non-affiliatesof the registrant at the closing salesprice as reported on The Nasdaq Global Select Market, Inc. on June 30, 2014$1,476,369,423Number of shares of Common Stock outstanding as of the close of business on February 23, 2015:53,025,180





Documents incorporated by reference:





Portions of the definitive proxy statement relating to the 2015 Annual Meeting of Stockholders of Rent-A-Center, Inc. are incorporated by reference into Part III of this report.


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EXPLANATORY NOTE





The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Original Form 10-K”) solely in order to file as Exhibit 23.2 the conformed consent of the independent registered public accounting firm, which was inadvertently omitted from the Original Form 10-K. No other part of the Original Form 10-K is being amended hereby.

















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PART IV





Item 15. Exhibits and Financial Statement Schedules.


3.  Exhibits


The exhibits required to be filed pursuant to Item 15(b) of Form 10-K are listed in the Index to Exhibits filed herewith, which Index to Exhibits is incorporated herein by reference.





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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.





RENT-A-CENTER, INC.By:/S/    ROBERTD. DAVISRobert D. DavisChief Executive Officer


Date: September 18, 2015








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INDEX TO EXHIBITS


Exhibit No.Description23.2*Consent of Grant Thornton LLP31.1*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 Robert D. Davis31.2*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 Guy J. Constant32.1*Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Robert D. Davis32.2*Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Guy J. Constant


________


*Filed herewith.





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