What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-08-06 · 171 added, 172 removed, 539 unchanged (39% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) June 30,

(in millions) September 30,

2021 December 31,

47 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share amounts) 2021 2020 2021 2020

9 unchanged sentences

Total expenses 334.2 257.2 936.3 867.5

Operating income (loss) 29.1 ( 25.9 ) ( 1.9 ) 7.9

Operating income 65.0 25.1 63.1 33.0

Interest expense, net ( 31.8 ) ( 34.2 ) ( 98.5 ) ( 97.3 )

Loss on extinguishment of debt — — ( 6.3 ) —

Other income, net — — — 0.2

Loss before benefit for income taxes and equity in earnings of investee companies ( 3.0 ) ( 59.2 ) ( 74.9 ) ( 55.0 )

Benefit for income taxes 2.4 1.5 7.1 3.2

Other income (loss), net — ( 0.1 ) — 0.1

Income (loss) before (provision) benefit for income taxes and equity in earnings of investee companies 33.2 ( 9.2 ) ( 41.7 ) ( 64.2 )

(Provision) benefit for income taxes ( 1.1 ) ( 3.5 ) 6.0 ( 0.3 )

Equity in earnings of investee companies, net of tax 1.1 ( 0.6 ) 0.6 ( 0.5 )

Net loss before allocation to non-controlling interests ( 0.7 ) ( 58.0 ) ( 68.3 ) ( 51.7 )

Net income (loss) attributable to non-controlling interests 0.2 ( 0.1 ) 0.3 0.1

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) before allocation to non-controlling interests 33.2 ( 13.3 ) ( 35.1 ) ( 65.0 )

Net income attributable to non-controlling interests 0.1 0.2 0.4 0.3

Net income (loss) attributable to OUTFRONT Media Inc.

$ 33.1 $ ( 13.5 ) $ ( 35.5 ) $ ( 65.3 )

Net loss per common share:

Net income (loss) per common share:

Basic $ 0.18 $ ( 0.14 ) $ ( 0.39 ) $ ( 0.54 )

6 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

Net loss before allocation to non-controlling interests $ ( 0.7 ) $ ( 58.0 ) $ ( 68.3 ) $ ( 51.7 )

Net income (loss) attributable to non-controlling interests 0.2 ( 0.1 ) 0.3 0.1

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) before allocation to non-controlling interests $ 33.2 $ ( 13.3 ) $ ( 35.1 ) $ ( 65.0 )

Net income attributable to non-controlling interests 0.1 0.2 0.4 0.3

Net income (loss) attributable to OUTFRONT Media Inc.

33.1 ( 13.5 ) ( 35.5 ) ( 65.3 )

12 unchanged sentences

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity

Balance as of March 31, 2020

Balance as of June 30, 2020

0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7

Net loss — — — — — ( 57.9 ) — ( 57.9 ) ( 0.1 ) ( 58.0 )

Net income (loss) — — — — — ( 13.5 ) — ( 13.5 ) 0.2 ( 13.3 )

Other comprehensive income — — — — — — 3.8 3.8 — 3.8

2 unchanged sentences

Shares paid for tax withholding for stock-based payments — — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

— — — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 )

New share issues 0.4 383.4 — — — — — — — 383.4

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Balance as of September 30, 2020

0.4 $ 383.4 144.4 $ 1.4 $ 2,084.0 $ ( 1,097.7 ) $ ( 23.1 ) $ 964.6 $ 27.4 $ 1,375.4

1 unchanged sentence

0.4 $ 383.4 145.6 $ 1.5 $ 2,103.1 $ ( 1,183.0 ) $ ( 11.7 ) $ 909.9 $ 14.1 $ 1,307.4

Balance as of March 31, 2021

0.4 $ 383.4 145.5 $ 1.5 $ 2,095.5 $ ( 1,175.1 ) $ ( 15.5 ) $ 906.4 $ 14.4 $ 1,304.2

Net income (loss) — — — — — ( 0.9 ) — ( 0.9 ) 0.2 ( 0.7 )

Other comprehensive income — — — — — — 3.8 3.8 — 3.8

Net income — — — — — 33.1 — 33.1 0.1 33.2

Other comprehensive loss — — — — — — ( 2.0 ) ( 2.0 ) — ( 2.0 )

Stock-based payments:

— — 0.1 — — — — — — —

Amortization — — — — 7.2 — — 7.2 — 7.2

Shares paid for tax withholding for stock-based payments

— — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Class A equity interest redemptions — — — — 0.3 — — 0.3 ( 0.3 ) —

— — — — 0.3 — — 0.3 ( 0.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 7.0 ) — ( 7.0 ) — ( 7.0 )

Dividends ($ 0.10 per share)

— — — — — ( 14.6 ) — ( 14.6 ) — ( 14.6 )

Balance as of June 30, 2021

Other — — — — — — — — ( 0.2 ) ( 0.2 )

Balance as of September 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,110.6 $ ( 1,171.5 ) $ ( 13.7 ) $ 926.9 $ 13.7 $ 1,324.0

12 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 12.4 ) — — ( 12.4 ) — ( 12.4 )

— — ( 0.4 ) — ( 12.2 ) — — ( 12.2 ) — ( 12.2 )

New share issues 0.4 383.4 — — — — — — — 383.4

Class A equity interest redemptions — — 0.2 — 4.4 — — 4.4 ( 4.4 ) —

— — 0.2 — 4.4 — — 4.4 ( 4.4 ) —

Series A Preferred Stock dividends ( 7 %)

2 unchanged sentences

— — — — — ( 55.3 ) — ( 55.3 ) — ( 55.3 )

— — — — — — — — ( 1.1 ) ( 1.1 )

Other — — — — — — — — ( 1.1 ) ( 1.1 )

Balance as of

June 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,078.8 $ ( 1,077.2 ) $ ( 26.9 ) $ 976.1 $ 27.2 $ 1,386.7

September 30, 2020 0.4 $ 383.4 144.4 $ 1.4 $ 2,084.0 $ ( 1,097.7 ) $ ( 23.1 ) $ 964.6 $ 27.4 $ 1,375.4

Balance as of December 31, 2020 0.4 $ 383.4 144.5 $ 1.4 $ 2,090.8 $ ( 1,100.4 ) $ ( 18.0 ) $ 973.8 $ 26.5 $ 1,383.7

2 unchanged sentences

Stock-based payments:

— — 1.1 0.1 — — — 0.1 — 0.1

Vested — — 1.1 0.1 — — — 0.1 — 0.1

Amortization — — — — 20.7 — — 20.7 — 20.7

Shares paid for tax withholding for stock-based payments — — ( 0.5 ) — ( 8.9 ) — — ( 8.9 ) — ( 8.9 )

— — ( 0.5 ) — ( 8.9 ) — — ( 8.9 ) — ( 8.9 )

Class A equity interest redemptions — — 0.5 — 11.3 — — 11.3 ( 11.3 ) —

— — 0.5 — 11.0 — — 11.0 ( 11.0 ) —

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 21.0 ) — ( 21.0 ) — ( 21.0 )

Dividends ($ 0.10 per share)

— — — — — ( 14.6 ) — ( 14.6 ) — ( 14.6 )

Balance as of June 30, 2021

Other — — — — ( 3.3 ) — — ( 3.3 ) ( 1.9 ) ( 5.2 )

Balance as of September 30, 2021

0.4 $ 383.4 145.6 $ 1.5 $ 2,110.6 $ ( 1,171.5 ) $ ( 13.7 ) $ 926.9 $ 13.7 $ 1,324.0

2 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2021 2020

15 unchanged sentences

Change in assets and liabilities, net of investing and financing activities:

Decrease in receivables 10.7 77.9

(Increase) decrease in receivables ( 28.5 ) 80.5

Increase in prepaid MTA equipment deployment costs ( 40.9 ) ( 29.4 )

(Increase) decrease in prepaid expenses and other current assets 9.6 ( 25.0 )

Decrease in accounts payable and accrued expenses ( 18.0 ) ( 59.8 )

Increase (decrease) in accounts payable and accrued expenses 0.8 ( 42.4 )

Increase in operating lease assets and liabilities 5.0 13.4

Increase in deferred revenues 5.5 12.1

Decrease in income taxes ( 1.3 ) ( 0.1 )

Increase (decrease) in income taxes ( 0.9 ) 1.0

Other, net 1.7 5.0

23 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2021 2020

33 unchanged sentences

Amortization of direct lease acquisition costs previously reported in Amortization have been reclassified to conform with the current period’s presentation.

The impact of the reclassification is a decrease in Amortization of $ 6.3 million in the three months ended June 30, 2020, and $ 17.6 million in the six months ended June 30, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations.

The impact of the reclassification is a decrease in Amortization of $ 9.1 million in the three months ended September 30, 2020, and $ 26.7 million in the nine months ended September 30, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations.

These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

4 unchanged sentences

Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

New Accounting Standards

2 unchanged sentences

The adoption of this guidance did not have a material effect on our consolidated financial statements.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Recent Pronouncements

3 unchanged sentences

Restricted Cash

We have an escrow agreement in connection with one of our transit franchise contracts, which requires us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract.

As of June 30, 2021, we have $ 1.6 million of restricted cash deposited in the escrow account.

(in millions) June 30,

2021 June 30,

In August 2021, the escrow agreement in connection with one of our transit franchise contracts, which required us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract, was terminated.

As of September 30, 2021, we have no restricted cash.

(in millions) September 30,

2021 September 30,

2020 December 31, 2020

4 unchanged sentences

The table below presents the balances of major classes of assets and accumulated depreciation.

(in millions) Estimated Useful Lives June 30,

(in millions) Estimated Useful Lives September 30,

2021 December 31,

8 unchanged sentences

Property and equipment, net $ 629.6 $ 634.2

Depreciation expense was $ 20.0 million in the three months ended June 30, 2021, $ 21.2 million in the three months ended June 30, 2020, $ 40.0 million in the six months ended June 30, 2021, and $ 42.2 million in the six months ended June 30, 2020.

Depreciation expense was $ 19.6 million in the three months ended September 30, 2021, $ 21.0 million in the three months ended September 30, 2020, $ 59.6 million in the nine months ended September 30, 2021, and $ 63.2 million in the nine months ended September 30, 2020.

Intangible Assets

5 unchanged sentences

(in millions) Gross Accumulated Amortization Net

As of June 30, 2021:

As of September 30, 2021:

Permits and leasehold agreements $ 1,232.6 $ ( 809.4 ) $ 423.2

5 unchanged sentences

Franchise agreements 514.7 ( 383.7 ) 131.0

Other intangible assets 45.8 ( 42.2 ) 3.6

Other intangible assets (a)

24.1 ( 20.5 ) 3.6

Total intangible assets $ 1,728.8 $ ( 1,181.3 ) $ 547.5

In the six months ended June 30, 2021, we acquired 40 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $ 35.0 million, which are amortized using the straight-line method over their estimated useful lives, a average period of 18.0 years.

(a) Certain intangible assets were fully amortized and no longer being utilized prior to 2020.

As a result, we have revised previously reported gross other intangible assets and the related accumulated amortization as of December 31, 2020.

The revision, which has no impact on the Consolidated Statement of Financial Position, decreased previously reported gross other intangible assets and accumulated amortization by $ 21.7 million.

In the nine months ended September 30, 2021, we acquired 62 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $ 40.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 17.7 years.

All of our intangible assets, except goodwill, are subject to amortization.

Amortization expense was $ 16.3 million in the three months ended June 30, 2021, $ 15.4 million in the three months ended June 30, 2020, $ 32.7 million in the six months ended June 30, 2021, and $ 30.4 million in the six months ended June 30, 2020.

As of June 30, 2021, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 187.7 million and non-current operating lease liabilities of $1.3 billion.

Amortization expense was $ 16.7 million in the three months ended September 30, 2021, $ 15.3 million in the three months ended September 30, 2020, $ 49.4 million in the nine months ended September 30, 2021, and $ 45.7 million in the nine months ended September 30, 2020.

As of September 30, 2021, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 188.5 million and non-current operating lease liabilities of $1.3 billion.

As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 176.5 million and non-current operating lease liabilities of $1.3 billion.

As of June 30, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.3 %.

For the three months ended June 30, 2021, we recorded operating lease costs of $ 99.9 million in Operating expenses and $ 2.4 million in Selling, general and administrative expenses.

For the three months ended June 30, 2021, these costs include $ 19.3 million of variable operating lease costs.

For the three months ended June 30, 2020, we recorded operating lease costs of $ 93.3 million in Operating expenses and $ 2.1 million in Selling, general and administrative expenses.

For the three months ended June 30, 2020, these costs include $ 14.6 million of variable operating lease costs.

For the six months ended June 30, 2021, we recorded operating lease costs of $ 193.6 million in Operating expenses and $ 4.5 million in Selling, general and administrative expenses.

For the six months ended June 30, 2021, these costs include $ 33.2 million of variable operating lease costs.

For the six months ended June 30, 2020, we recorded operating lease costs of $ 195.8 million in Operating expenses and $ 4.3 million in Selling, general and administrative expenses.

For the six months ended June 30, 2020, these costs include $ 36.7 million of variable operating lease costs.

For each of the three and six months ended June 30, 2021 and 2020, sublease income was immaterial.

For the six months ended June 30, 2021, cash paid for operating leases was $ 190.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 139.9 million.

For the six months ended June 30, 2020, cash paid for operating leases was $ 199.0 million and leased assets obtained in exchange for new operating lease liabilities was $ 116.4 million.

As of September 30, 2021, the weighted-average remaining lease term was 10.6 years and the weighted-average discount rate was 5.3 %.

For the three months ended September 30, 2021, we recorded operating lease costs of $ 100.9 million in Operating expenses and $ 2.4 million in Selling, general and administrative expenses.

For the three months ended September 30, 2021, these costs include $ 20.5 million of variable operating lease costs.

For the three months ended September 30, 2020, we recorded operating lease costs of $ 94.3 million in Operating expenses and $ 2.1 million in Selling, general and administrative expenses.

For the three months ended September 30, 2020, these costs include $ 16.0 million of variable operating lease costs.

For the nine months ended September 30, 2021, we recorded operating lease costs of $ 294.5 million in Operating expenses and $ 6.9 million in Selling, general and administrative expenses.

For the nine months ended September 30, 2021, these costs include $ 53.7 million of variable operating lease costs.

For the nine months ended September 30, 2020, we recorded operating lease costs of $ 290.1 million in Operating expenses and $ 6.4 million in Selling, general and administrative expenses.

For the nine months ended September 30, 2020, these costs include $ 52.7 million of variable operating lease costs.

For each of the three and nine months ended September 30, 2021 and 2020, sublease income was immaterial.

For the nine months ended September 30, 2021, cash paid for operating leases was $ 285.6 million and leased assets obtained in exchange for new operating lease liabilities was $ 189.8 million.

For the nine months ended September 30, 2020, cash paid for operating leases was $ 285.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 147.9 million.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We recorded rental income of $ 277.6 million for the three months ended June 30, 2021, $ 182.0 million for the three months ended June 30, 2020, $ 493.4 million for the six months ended June 30, 2021, and $ 444.3 million for the six months ended June 30, 2020, in Revenues on our Consolidated Statement of Operations.

We recorded rental income of $ 305.2 million for the three months ended September 30, 2021, $ 231.7 million for the three months ended September 30, 2020, $ 798.6 million for the nine months ended September 30, 2021, and $ 676.0 million for the nine months ended September 30, 2020, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 2.3 )

Foreign currency translation adjustments 0.2

As of June 30, 2021 $ 35.8

As of September 30, 2021 $ 35.8

Related Party Transactions

1 unchanged sentence

All of these joint ventures are accounted for as equity investments.

These investments totaled $ 9.6 million as of June 30, 2021, and $ 10.5 million as of December 31, 2020, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.3 million in the three months ended June 30, 2021, $ 1.0 million in the three months ended June 30, 2020, $ 2.4 million in the six months ended June 30, 2021, and $ 2.5 million in the six months ended June 30, 2020.

These investments totaled $ 10.5 million as of September 30, 2021, and $ 10.5 million as of December 31, 2020, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 2.0 million in the three months ended September 30, 2021, $ 1.0 million in the three months ended September 30, 2020, $ 4.4 million in the nine months ended September 30, 2021, and $ 3.5 million in the nine months ended September 30, 2020.

OUTFRONT Media Inc.

1 unchanged sentence

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2021 December 31,

15 unchanged sentences

Weighted average cost of debt 4.3 % 4.5 %

The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.8 % per annum as of June 30, 2021.

As of June 30, 2021, a discount of $ 2.0 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.8 % per annum as of September 30, 2021.

As of September 30, 2021, a discount of $ 1.9 million on the Term Loan remains unamortized.

The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations.

1 unchanged sentence

We also have a $ 500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of June 30, 2021, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.5 million in the three months ended June 30, 2021, $ 0.3 million in the three months ended June 30, 2020, $ 0.9 million in the six months ended June 30, 2021, and $ 0.6 million in the six months ended June 30, 2020.

As of June 30, 2021, we had issued letters of credit totaling approximately $ 2.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

As of September 30, 2021, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.4 million in the three months ended September 30, 2021, $ 0.6 million in the three months ended September 30, 2020, $ 1.3 million in the nine months ended September 30, 2021, and $ 1.2 million in the nine months ended September 30, 2020.

As of September 30, 2021, we had issued letters of credit totaling approximately $ 4.0 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of June 30, 2021, we had issued letters of credit totaling approximately $ 72.2 million under our aggregate $ 78.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2021 and 2020.

As of September 30, 2021, we had issued letters of credit totaling approximately $ 73.9 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2021 and 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Effective July 27, 2021, we increased our standalone letter of credit facilities by $ 3.0 million.

As of August 5, 2021, we had issued letters of credit totaling approximately $ 73.9 million under our aggregate $ 81.0 million standalone letters of credit facilities.

Accounts Receivable Securitization Facilities

As of June 30, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended.

As of September 30, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended.

Our 364-day uncommitted structured repurchase facility (the “Repurchase Facility”) expired on June 29, 2021, and we chose not to extend it at this time.

7 unchanged sentences

Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of June 30, 2021, there were no outstanding borrowings under the AR Facility.

As of June 30, 2021, there was no borrowing capacity remaining under the AR Facility based on approximately $ 245.5 million of accounts receivable used as collateral for the AR Facility and a related voluntary temporary suspension of the AR Facility, in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2021 and 2020.

As of September 30, 2021, there were no outstanding borrowings under the AR Facility.

As of September 30, 2021, there was no borrowing capacity under the AR Facility due to a voluntary temporary suspension of the AR Facility in accordance with the agreements governing the AR Facility;

however, as of September 30, 2021, we had approximately $ 273.8 million of accounts receivable that could be used as collateral for the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and nine months ended September 30, 2021 and 2020.

Senior Unsecured Notes

7 unchanged sentences

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

As of June 30, 2021, our Consolidated Total Leverage Ratio was 9.8 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2021, our Consolidated Total Leverage Ratio was 8.2 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $ 150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0.

As of June 30, 2021, our Consolidated Net Secured Leverage Ratio was 1.3 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2021, we are in compliance with our debt covenants.

On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit Agreement.

The Amendment provides that for the period from April 15, 2020 through September 30, 2021 (i) the Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the quarterly periods ended June 30, 2020 and September 30, 2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and September 30, 2019, respectively;

and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada (as defined in Note 10.

Equity to the Consolidated Financial Statements).

As of September 30, 2021, our Consolidated Net Secured Leverage Ratio was 1.4 to 1.0 in accordance with the Credit Agreement.

As of September 30, 2021, we are in compliance with our debt covenants.

Deferred Financing Costs

As of June 30, 2021, we had deferred $ 33.3 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

As of September 30, 2021, we had deferred $ 31.8 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

1 unchanged sentence

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt.

The fair value of these swap positions was a net liability of approximately $ 3.0 million as of June 30, 2021, and $ 5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of June 30, 2021, under the terms of these agreements, we will pay interest based on an aggregate notional amount of $ 200.0 million, under a weighted-average fixed interest rate of 2.7 %, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022 .

The one-month LIBOR rate was approximately 0.1 % as of June 30, 2021.

The fair value of these swap positions was a net liability of approximately $ 1.7 million as of September 30, 2021, and $ 5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of September 30, 2021, under the terms of these agreements, we will pay interest based on an aggregate notional amount of $ 200.0 million, under a weighted-average fixed interest rate of 2.7 %, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022 .

The one-month LIBOR rate was approximately 0.1 % as of September 30, 2021.

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1;

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and unobservable inputs for the asset or liability are defined as Level 3.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.7 billion as of June 30, 2021, and $ 2.8 billion as of December 31, 2020.

The fair value of our debt as of both June 30, 2021, and December 31, 2020, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 3.0 million as of June 30, 2021, and $ 5.6 million as of December 31, 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The aggregate fair value of our interest rate cash flow swap agreements as of both June 30, 2021 and December 31, 2020, is classified as Level 2.

As of June 30, 2021, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.7 billion as of September 30, 2021, and $ 2.8 billion as of December 31, 2020.

The fair value of our debt as of both September 30, 2021, and December 31, 2020, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 1.7 million as of September 30, 2021, and $ 5.6 million as of December 31, 2020.

The aggregate fair value of our interest rate cash flow swap agreements as of both September 30, 2021 and December 31, 2020, is classified as Level 2.

As of September 30, 2021, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

145,617,792 shares were issued and outstanding;

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Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash.

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on,

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12 -month period immediately preceding such dividend or distribution, is not in excess of 5 % of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12 -month period.

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Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended June 30, 2021, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock and during the six months ended June 30, 2021, we paid cash dividends of $ 14.0 million on the Series A Preferred Stock.

As of June 30, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

During the three months ended September 30, 2021, we paid cash dividends of $ 7.0 million on the Series A Preferred Stock and during the nine months ended September 30, 2021, we paid cash dividends of $ 21.0 million on the Series A Preferred Stock.

As of September 30, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”).

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The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up.

During the three and six months ended June 30, 2021, we made no distributions to holders of the Class A equity interests.

As of June 30, 2021, 1,537,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

As of September 30, 2021, 1,549,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

During the three and nine months ended September 30, 2021, distributions to holders of the Class A equity interests were immaterial.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million.

We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

No shares were sold under the ATM Program during the six months ended June 30, 2021.

As of June 30, 2021, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

No shares were sold under the ATM Program during the nine months ended September 30, 2021.

As of September 30, 2021, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On October 26, 2021 , we announced that our board of directors approved a quarterly cash dividend of $ 0.10 per share on our common stock, payable on December 31, 2021 , to stockholders of record at the close of business on December 3, 2021 .

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

On August 5, 2021 , we announced that our board of directors approved a quarterly cash dividend of $ 0.10 per share on our common stock, payable on September 30, 2021 , to stockholders of record at the close of business on September 3, 2021 .

The following table summarizes revenues by source:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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Total revenues $ 399.2 $ 282.3 $ 999.4 $ 900.5

Rental income was $ 277.6 million in the three months ended June 30, 2021, $ 182.0 million in the three months ended June 30, 2020, $ 493.4 million in the six months ended June 30, 2021, and $ 444.3 million in the six months ended June 30, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

Rental income was $ 305.2 million in the three months ended September 30, 2021, $ 231.7 million in the three months ended September 30, 2020, $ 798.6 million in the nine months ended September 30, 2021, and $ 676.0 million in the nine months ended September 30, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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Restructuring Charges

In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

and notified approximately 70 employees of their termination.

On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.

As of June 30, 2021, $ 0.7 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

For the three and six months ended June 30, 2020, we recorded restructuring charges of $ 4.7 million, of which $ 3.0 million was recorded in our U.S.

As of September 30, 2021, $ 0.4 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

For the three months ended September 30, 2020, we recorded restructuring charges of $ 0.6 million, of which $ 0.4 million was recorded in our U.S.

Media segment and $ 0.2 million was recorded in Other .

For the nine months ended September 30, 2020, we recorded restructuring charges of $ 5.3 million, of which $ 3.4 million was

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

recorded in our U.S.

Media segment and $ 0.9 million was recorded in Other , and $ 1.0 million was recorded in Corporate.

Restructuring charges in the three and six months ended June 30, 2020, were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation.

We completed several asset acquisitions for a total purchase price of approximately $ 42.7 million in the six months ended June 30, 2021, and $ 13.6 million in the six months ended June 30, 2020.

Restructuring charges in the nine months ended September 30, 2020, were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation.

We completed several asset acquisitions for a total purchase price of approximately $ 55.0 million in the nine months ended September 30, 2021, and $ 15.5 million in the nine months ended September 30, 2020.

In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $ 35.4 million.

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A Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2021 and 2020.

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020.

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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Stock-based compensation expense, net of tax $ 6.9 $ 5.1 $ 19.7 $ 16.3

As of June 30, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 45.8 million, which is expected to be recognized over a weighted average period of 1.9 years.

As of September 30, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 37.4 million, which is expected to be recognized over a weighted average period of 1.7 years.

OUTFRONT Media Inc.

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RSUs and PRSUs

The following table summarizes activity for the six months ended June 30, 2021, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2021, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 269,560 ) 30.27

Non-vested as of June 30, 2021 2,547,806 23.10

Non-vested as of September 30, 2021 2,482,926 23.15

Stock Options

The following table summarizes activity for the six months ended June 30, 2021, of stock options issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2021, of stock options issued to our employees.

Activity Weighted Average Exercise Price

Outstanding as of December 31, 2020 103,413 $ 26.39

Outstanding as of June 30, 2021 103,413 26.39

Exercisable as of June 30, 2021 103,413 26.39

As of June 30, 2021, all exercisable stock options issued to our employees were out-of-the-money based on the closing stock price of our common stock of $ 24.03 .

Forfeited or expired ( 103,413 ) 26.39

Outstanding as of September 30, 2021 — —

Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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(a) Reflects amounts reclassified from accumulated other comprehensive income to net income.

In the nine months ended September 30, 2021, we contributed $ 0.9 million to our pension plans.

In 2021, we expect to contribute approximately $ 1.2 million to our pension plans.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the six months ended June 30, 2021, we contributed $ 0.5 million to our pension plans.

In 2021, we expect to contribute approximately $ 1.2 million to our pension plans.

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S.

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Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

In the three and six months ended June 30, 2021 and 2020, our effective tax rate differed from the U.S.

In the three and nine months ended September 30, 2021 and 2020, our effective tax rate differed from the U.S.

federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

Earnings Per Share (“EPS”)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

Net loss available for common stockholders $ ( 0.9 ) $ ( 57.9 ) $ ( 68.6 ) $ ( 51.8 )

Net income (loss) available for common stockholders $ 33.1 $ ( 13.5 ) $ ( 35.5 ) $ ( 65.3 )

Distributions to holders of Series A Preferred Stock

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Distributions to holders of Class A equity interests of a subsidiary

Net loss available for common stockholders, basic and diluted $ ( 7.9 ) $ ( 63.4 ) $ ( 82.6 ) $ ( 57.7 )

Undistributed earnings allocable to Class A equity interests of a subsidiary

Net income (loss) available for common stockholders, basic and diluted $ 25.8 $ ( 20.5 ) $ ( 56.5 ) $ ( 78.2 )

Weighted average shares for basic EPS 145.6 144.4 145.3 144.2

Dilutive potential shares from grants of RSUs, PRSUs and stock options (a)

Weighted average shares for basic and diluted EPS 146.4 144.4 145.3 144.2

(a) The potential impact of an aggregate 1.3 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2021, 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 1.3 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2021, and 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2020, were antidilutive.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2021, 19.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2020, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2021, and 9.9 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2020, were antidilutive.

(c) The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2021, 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 0.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2021, and 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2020, was antidilutive.

(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2021, 1.7 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2020, 1.4 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2021, and 1.1 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2020, were antidilutive.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three months ended September 30, 2021 and 2020, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2021, and 15.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2020, were antidilutive.

(c) The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended September 30, 2021, 0.9 million of Class A equity interests of Outfront Canada in the three months ended September 30, 2020, 0.6 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2021, and 1.0 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2020, was antidilutive.

(See Note 10.

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These arrangements result from our normal course of business and represent obligations that are payable over several years.

Contractual Obligations

We have agreements with municipalities and transit operators that entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

kiosks, and transit platforms.

Contractual Obligations

Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

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For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70 % and 30 % of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in the six months ended June 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.

We did not recoup any equipment deployment costs in the nine months ended September 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.

We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

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The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero , then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5 % of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5 % from the prior year.

In July 2021, we extended the initial 10 -year term of the MTA Agreement to a 13 -term initial term.

In July 2021, we extended the initial 10 -year term of the MTA Agreement to a 13 -year initial term.

We have the option to extend this initial 13 -year term for an additional five -year period at the end of the 13 -year initial term, subject to satisfying certain quantitative and qualitative conditions.

As of June 30, 2021, 7,821 digital displays had been installed, of which 176 installations occurred in the three months ended June 30, 2021, for a total of 441 in the six months ended June 30, 2021.

During the nine months ended September 30, 2021, we had no recoupment from incremental revenues and as of September 30, 2021, $ 45.2 million has been funded by the MTA.

As of September 30, 2021, 9,180 digital displays had been installed, of which 1,359 installations occurred in the three months ended September 30, 2021, for a total of 1,800 in the nine months ended September 30, 2021.

OUTFRONT Media Inc.

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(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization Ending Balance

Six months ended June 30, 2021:

Nine months ended September 30, 2021:

Prepaid MTA equipment deployment costs $ 204.6 $ 40.9 $ — $ — $ 245.5

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We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.

As of June 30, 2021, the outstanding letters of credit were approximately $ 74.3 million and outstanding surety bonds were approximately $ 167.6 million, and were not recorded on the Consolidated Statements of Financial Position.

As of September 30, 2021, the outstanding letters of credit were approximately $ 77.9 million and outstanding surety bonds were approximately $ 166.6 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in Other .

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

Net loss before allocation to non-controlling interests $ ( 0.7 ) $ ( 58.0 ) $ ( 68.3 ) $ ( 51.7 )

Benefit for income taxes ( 2.4 ) ( 1.5 ) ( 7.1 ) ( 3.2 )

Net income (loss) before allocation to non-controlling interests $ 33.2 $ ( 13.3 ) $ ( 35.1 ) $ ( 65.0 )

(Benefit) provision for income taxes 1.1 3.5 ( 6.0 ) 0.3

Equity in earnings of investee companies, net of tax ( 1.1 ) 0.6 ( 0.6 ) 0.5

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Other income, net — 0.1 — ( 0.1 )

Operating income (loss) 29.1 ( 25.9 ) ( 1.9 ) 7.9

Operating income 65.0 25.1 63.1 33.0

Restructuring charges — 0.6 — 5.3

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$ 108.1 $ 59.4 $ 189.2 $ 150.3

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 6.3 million in the three months ended June 30, 2020, of which $ 6.0 million was recorded in our U.S.

Media segment and $ 0.3 million was recorded in Other , and $ 17.6 million in the six months ended June 30, 2020, of which $ 16.8 million was recorded in our U.S.

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 9.1 million in the three months ended September 30, 2020, of which $ 8.3 million was recorded in our U.S.

Media segment and $ 0.8 million was recorded in Other , and $ 26.7 million in the nine months ended September 30, 2020, of which $ 25.1 million was recorded in our U.S.

Media segment and $ 1.6 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

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Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2021 2020 2021 2020

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Corporate ( 20.3 ) ( 14.3 ) ( 57.5 ) ( 41.1 )

Total operating income (loss) $ 29.1 $ ( 25.9 ) $ ( 1.9 ) $ 7.9

Total operating income $ 65.0 $ 25.1 $ 63.1 $ 33.0

Net gain on dispositions:

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Total capital expenditures $ 15.7 $ 10.1 $ 41.2 $ 42.0

Media segment and $ 0.3 million was recorded in Other , and $ 17.6 million in the six months ended June 30, 2020, of which $ 16.8 million was recorded in our U.S.

Media segment and $ 0.8 million was recorded in Other , and $ 26.7 million in the nine months ended September 30, 2020, of which $ 25.1 million was recorded in our U.S.

Media segment and $ 1.6 million was recorded in Othe r, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(in millions) June 30,

(in millions) September 30,

2021 December 31, 2020

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements