Prog Holdings, Inc. · NYSE:PRG

Prog — Aaron'S — Proxy Contest (April 2014)

42 slides from Prog's proxy contest presentation, Apr 16, 2014

  1. Slide 1: Delivering Shareholder Value

    Exhibit 99.3 Delivering April 15, 2014 Shareholder Value

  2. Slide 2: Safe Harbor and Important Information Disclaimers

    Safeexpectations Disclaimers “Safe within “should” and based These information expected revenues Progressive; ended Additional This Commission STATEMENT THE Investor Participants Aaron’s Annual Shareholders filings 1contain Harbor communication SEC, Harbor” on risks December the on important Meeting

  3. Slide 3: Today we outline next steps to deliver shareholder value

    Aaron’swehas However, 2Today Upthe areto enjoyed competitiveompetitive pleased Today ato long outline and successfuluccessful the next dynamics steps inofthat thehistoryistory process industryndustry as we in shape lease-to-own are evolving, Aaron’sand toasdeliver wee is our remainemain addressable

  4. Slide 4: Reshaping the Aaron's strategy: three-pronged plan

    Reshaping The the External Virtual Credit-challenged Aaron’s …leading Acquire Refocus 3Drive evolving Board incremental RTO traditional Progressive the forces Aaron’s Aaron’s and core players customer management are business customers revenue to customer re-shaping tohave to develop Deliver base est

  5. Slide 5: Agenda

    Agenda Overview Value RON CEO The RAY Update Chairman EVP 4Summary Progressive and ROBINSON EVP ALLEN Creation on and Progressive /of and Transaction Q&A Speakers Our IL CFO Acquisition DANIELSON PlanCEO for Committee STEVE MICHAELS JOHN ROBINSON Review and Vintage Proposal President

  6. Slide 6: I. Overview of Our Plan for Value Creation

    I. Overview of Our Plan for Value Creation

  7. Slide 7: Three Primary Components of Our Plan for Value Creation

    Three Progressive in Refine financial Moderate Acquisition Transforms Significant Leadership Bulid Named Spencer Separated Additional 6Overview the and high-growth Primary and 3Stuart profile new growth develop Chairamna/CEO ofchanges grow leveraging &Aaron’s Acquisition ofOur Goverance independent

  8. Slide 8: Progressive Acquisition Purchase Price and Financing

    Aaron’s Background Purchase Pro Financial Transaction »Financing Management Experienced 1— Overview Immediately Financed Progressive Cash Implies Significantly 2.1x Progressive Forma purchase EPS Debt Acquisition Price Impact of —10.6x through »accretion placement »Our /Team 4.1% management Met Toda

  9. Slide 9: The Natural Industry Combination: Growth Opportunities

    The Natural Industry Top-tier a»Omnichannel Future Integrate Leverage Note: Overview Accelerated Strong Growing Attractive Highly High Centralized ($in 2012A $910-$940 $630-$650 $403 $228 $39 $20 ‘12A-’13A $90-$100 $55-$60 8Progressive wide Ability leading millions) degree ’13A-’15E Combination arra

  10. Slide 10: Combined Company Is the Clear Market Leader

    Acquisition Doors 4,665 15,000 17,123 2,132 1,345 168 PF 112 Company 4321Aaron’s 9Overview AGG Company Defined Aaron’s 781,345 787 of 64 data is1,325 -operated of as 787 59 Now Rent-A-Center data of 239 as Our households Progressive 3,161 of Number the as Plan December of Clear / Core March December

  11. Slide 11: Creating Powerful Combination Benefits

    Combination Creating Benefits Operational Incremental Successful Financial Tapping Aarons 1»Charge-Off Two Overview Allows Aarons Employ Utilize Grow Progressive Gives Expand Enhance 2011 Powerful FDIC store Aarons.com retail the to aProgressives Aaron’s focused Scale Progressives Progressives of Po

  12. Slide 12: Sharpening Our Focus on the Core Business

    Sharpening Multiple 51R 4The Improve Optimize Enhanced One-of-a-kind Seamless, ~18mm Extensive Significant Rigorous Overview enewed 32 Drive Strengthen Industry unique execution Levers evaluation focus merchandising cost go-to of review direct-to-door SG&A the Our Leader Moderate offering Refine Foc

  13. Slide 13: Acquisition Will Transform Aaron's Growth Profile

    Acquisition Revenue ($ $2,850–$2,950 $2,650-$1.95-$2,750 $2,235 $1.86 2013A Aaron’s Note: Overview 12 in millions) Pro 2014E Aaron’s Cash forma ofofOur 2015E ($ EPS Progressive $2.05–$2.20 numbers +in Plan Progressive millions) 2013A $2.10 for exclude Value and 2014E $3,250–$3,350 Aaron’s Refocus Cr

  14. Slide 14: II. The Progressive Acquisition

    II.The Progressive Acquisition

  15. Slide 15: Progressive's Strengths and Leading Position in Virtual RTO

    Progressive’s Massively Industry Strong The Progressive Value Leading Untapped Proposition Strengths Acquisition Scale/Leader Market and to Future Merchants 14 Opportunity in Virtual Opportunities andRTO Consumers Proprietary Technology and Automated Decision Engine Highly Experienced Management Tea

  16. Slide 16: Progressive Management Team

    –John Curt Co-founder Blake Previously Frank Served Marvin Todd Prior BS Ryan Former BA The 15Under years and from from Progressive Doman Robinson to Jeffcoat Woodley Ray Wakefield Laura as AS President Principal private Chief Head Fentress TMX John’s with Brigham University Washington University Ch

  17. Slide 17: Sizing Virtual Rent-to-Own Addressable Market

    Sizing Virtual Key ($ Other 6% $1b Consumer Mobile FRecent As Progressive Based Source: Theincompetition Progressive Verticals billions) $3b on the Rent-to-Own $5b Bureau economic estimastes Addressable 14% Electronics 21% management Appliances increase, of Acquisition Economic downturn of Annual Ha

  18. Slide 18: Progressive: Nation's Largest Virtual Lease-to-Own Provider

    Nation’s 5,500 Founded “Saves Prime Technology-driven 96% > Simple Completely Integrated No Trainers/Merchant Progressive Substantial Online Unbanked ¹Source: The 17 High-end 500 need Progressive ofmerchant unique and Opportunity the lease sales Bureau for largest ininto secondary Market sale” of Pi

  19. Slide 19: Progressive Key Competitive Landscape

    Progressive Key Company Estimated Unmanned 1,325 Primarily The Virtual Progressive Retail ~5,700 single #Relationships RTO is of2,500 by Locations Acquisition store Competitive FarLess the andthan Largest small 181,000 Landscape chain Player onfurniture average inhas theGrown Virtual locations Signi

  20. Slide 20: Progressive Delivered Strong Revenue and EBITDA Growth

    Delivered Revenue ($ EBITDA $55-$60 2012A Invoice Represents Cumulative Progressive Q1 Progressive’s Given Note: Thein2014 invoice Q2 Progressive millions) ’12A-’15E our 2013A Q3 volume $39 invoice Invoice typical Q4 retail volume payments is$20 hasexposure a2014E 2014A Q1 $123 $910-$940 $90-$100 is

  21. Slide 21: Progressive Operates a Typical Lease Payments Model

    Operates Typical Payments Option After No Contract Average Future penalty 90potential to offering contract days, amounts in purchase tied for states to option early changes ispay ~$1,000 with range 12-month “same buyout periods, toenabling buy from toascontract of out cash, contract $300 typically t

  22. Slide 22: Progressive Serves Select Merchants

    Progressive Serves 40 Select Invoice 3% Furniture 21-50 36% 9% Note: Theof26% 2% Progressive the Data Doors lect 5,500 2% Volume Other top 1-20 merchants as Enjoys Retail Mobile 100 retail ofDoors 5% by Acquisition FY2013 and Partners partners Merchant Deep 50% rchants 13% eightRelationships 51-100

  23. Slide 23: III. Reshaping Our Core Business

    III. Reshaping Our Core Business

  24. Slide 24: Aaron's Historical Competitive Strengths

    Aaron’s Historical 13.2% $310 Contracts Fast 2009 StoreBase Company-operated Attractive 1,345 Wide Appliances 20% Leading 32132% Reshaping 23 As EBITDA Ownership of Electronics $280 2010 Merchandise Stores $1,753 March February is Brands Revenue Store 2the Our $277 2011 adjusted Consumer Product 10%

  25. Slide 25: Attractive Large Market and Operational Results

    Attractive Large $+ Operational 1999 Rent-to-Own Significant US Aaron’s Results Source: Reshaping 8.5 5.0 4.2 HHs 2012 %Addressable in APRO CAGR isUnder 1.7mm Increasing Market Best Our Opportunity Improvements Industry (Association Core $50k Positioned Customers Growth Market Business Income: Profi

  26. Slide 26: Positioning Aaron's for Future Success

    Positioning 51R Strengthen and franchisee 3network Drive Reshaping enewed 42 grow cost platform focus the online Moderate Our Refine Aaron’s grow Core on and same our for efficiency Business Future store revenue 25 Success to new growth store recapture growth margin

  27. Slide 27: Improve Customer Experience and Same Store Revenue Growth

    —Actively customer Improve Optimize Enhance Merchandising and 1»mobile, Reshaping Through Renewed Enhance Reinforce Implement Execute Offer Recently New Develop Leverage Drive Employee New Leading Pricing brand innovative increasing in-store) store Execution Go-To insights low Merchandising strategi

  28. Slide 28: Branding and Marketing Campaign

    1 “Own owning for Aaron’s Emphasizes Captures Builds Commercials Will Reshaping success beupon supported easy the tothe engage Our Life Aaron’s unique spirit through toCore be Youby with of inpoint brand Business Want” enhanced lease the English customers American ofownership, promise Branding diffe

  29. Slide 29: Re-launch of Aarons.com

    2 The Re-launch Aarons. Large, (millions platform 17.8 LTM At Delivery ~18 New Reshaping checkout, million online Feb New incremental com 15.1 logistics of ‘13 of Our Aarons. efforts unique visits) users Unique Aarons. LTM Core leverage awill expected opportunity Feb visits com one Business Visits c

  30. Slide 30: Reducing Operating Expenses

    3 Year Reducing Operating 45.8 43%—45% 240 (200) Key Focused Centralized Fleet Rigorous Initial 4Closure Note: Reshaping Executing bps Initiatives %rationalization + Long closure Avg¹ bps of effort evaluation Operating Expenses underperforming Our term procurement 43.4 2013 ontarget to Core Our targ

  31. Slide 31: Moderation of Company-operated Store Growth

    4 Moderation Be 2%-3% Target Company-operated Support Anticipate Potential Continue Focus Reshaping Strategic on attractive new Our to Smart to3% Our Re-Franchise Refine Company-operated and Franchisee of -4% Core and key Store Disciplined HomeSmart growth store Profitable markets Business Growth Op

  32. Slide 32: Strengthen Franchisee Network

    4 Strengthen Franchisee Enhanced Advisory Exit (Aaron’s Highly 787 Accelerates Increases Generates Reserve Progressive Increase synergies additional customer Reshaping franchised Opportunities successful logistics Connectivity acquisitions) traffic borad board, to Support economies Stores Our Health

  33. Slide 33: IV. Enhancing Leadership and Corporate Governance

    IV. Enhancing Leadership and Corporate Governance

  34. Slide 34: Building Leadership Team

    Building STEVE President, DAVE Chief ROBBIE Executive TRISTAN Senior MICHAEL ANDREA KIM Vice JOHN Progressive »RYAN Enhancing 33 Top Divisional Extensive Named Elected Played Promoted Consistent Spearheaded Grew Joined 17 Owned Significant Former Previously Experience years President RIVERA Operatin

  35. Slide 35: Enhancing Corporate Governance and Board Compensation

    Corporate Board »Compensation — Enhancing 34 Adopted 73Strong, Spencer Separated Strengthened Executing Compensation Approximately Engaged Revised new of 8ofDirectors independent Directors diverse Stuart Governance majority Leadership legacy roles an onStructure external management CEO Committee con

  36. Slide 36: An Independent, Experienced Board

    AnJohn Independent CEO, »Former — Enhancing 35Ray Ronald Leo Kathy Cynthia Hubert David Trustee Founder, One President Current Former President, Engaged Aaron’s Benatar Robinson Schuerholz of Chairman Kolb Betty Harris, W. Day the Southern CEO, Chairman, Executive CEO Chairman of Leadership Director

  37. Slide 37: V. Update on Transaction Committee Review and Vintage Proposal

    V. Update Vintage Proposal On Transaction Committee Review and

  38. Slide 38: Review of Strategic Alternatives Process

    Review Aaron’s the The As We’re Update part Board review confident On of Process Board also this Transaction encompassed undertaken process, formed Undertook and thatManagement asawe included aCommittee transaction result all aconsulted Comprehensive aspects ofconsideration have this Review Committe

  39. Slide 39: Vintage Proposal Inadequate and Illusory

    Meaningfully 12.8% Less Our Vintage ¹As Update of financial than February premium On Capital acknowledged was 12.0% Transaction not also advisors undervalues Proposal 6, willing to premium unwilling 2014 undisturbed held that Committee toisAaron’s to provide to meetings/discussions the Inadequate 6p

  40. Slide 40: Our Board's Plan for Shareholder Value Creation

    Our Board Core New GrowthInitiatives Progressive Return Balance Online Renewed Focus Close Transformational Moderate Continue Target Excess Divestiture Acquisition Evaluation Update 39 Stores Store underperforming on debt of cash Oncost to focus Capital Company-operated Undertook Performance of Tran

  41. Slide 41: VI. Summary / Q&A

    VI. Summary / Q&A

  42. Slide 42: Summary of Our Plan

    Our Acquisition The 2014E — Refocusing 20152 Renewed Refine Recapture +$25mm Moderate Enhancing 3Identify Continue 21Summary 41 All new Based Associated Implies Expected leading Plan accretion independent revenues and the on to by focus growth /margin 10.6x Leadership, grow Q&A mid-point the Deliver

Aaron'S — Proxy Contest (April 2014) on 6ix