What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-05 compared with 2021-08-06 · 195 added, 196 removed, 539 unchanged (42% of the section changed)

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We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.

In addition to leasing displays, we provide other value-added

services to our customers, such as pre-campaign category research, consumer insights, print production and post-campaign tracking and analytics.

Media segment generated 14% of its revenues in the New York City metropolitan area in the three months ended June 30, 2021, 11% in the three months ended June 30, 2020, 13% in the six months ended June 30, 2021 and 18% in the six months ended June 30, 2020, and generated 16% in the Los Angeles metropolitan area in the three months ended June 30, 2021, 15% in the three months ended June 30, 2020, 16% in the six months ended June 30, 2021, and 15% in the six months ended June 30, 2020.

In the three months ended June 30, 2021, our U.S.

In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production and post-campaign tracking and analytics.

Media segment generated 18% of its revenues in the New York City metropolitan area in the three months ended September 30, 2021, 12% in the three months ended September 30, 2020, 15% in the nine months ended September 30, 2021 and 16% in the nine months ended September 30, 2020, and generated 16% in the Los Angeles metropolitan area in the three months ended September 30, 2021, 15% in the three months ended September 30, 2020, 16% in the nine months ended September 30, 2021, and 15% in the nine months ended September 30, 2020.

In the three months ended September 30, 2021, our U.S.

Media segment generated $376.2 million of Revenues and $116.4 million of Operating income before Depreciation , Amortization , Net gain on dispositions , Stock-based compensation and Restructuring charges (“Adjusted OIBDA”).

In the three months ended June 30, 2020, our U.S.

In the three months ended September 30, 2020, our U.S.

Media segment generated $265.8 million of Revenues and $65.9 million of Adjusted OIBDA.

In the six months ended June 30, 2021, our U.S.

In the nine months ended September 30, 2021, our U.S.

Media segment generated $943.4 million of Revenues and $221.6 million of Adjusted OIBDA.

In the six months ended June 30, 2020, our U.S.

In the nine months ended September 30, 2020, our U.S.

Media segment generated $834.0 million of Revenues and $177.3 million of Adjusted OIBDA.

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Other (includes International and through June 30, 2020, Sports Marketing).

In the three months ended June 30, 2021, Other generated $19.2 million of Revenues and Adjusted OIBDA of $1.6 million.

In the three months ended June 30, 2020, Other generated $19.4 million of Revenues and an Adjusted OIBDA loss of $5.7 million.

In the six months ended June 30, 2021, Other generated $33.0 million of Revenues and an Adjusted OIBDA loss of $0.4 million.

In the six months ended June 30, 2020, Other generated $50.0 million of Revenues and an Adjusted OIBDA loss of $5.7 million.

In the three months ended September 30, 2021, Other generated $23.0 million of Revenues and $4.8 million of Adjusted OIBDA.

In the three months ended September 30, 2020, Other generated $16.5 million of Revenues and $2.4 million of Adjusted OIBDA.

In the nine months ended September 30, 2021, Other generated $56.0 million of Revenues and $4.4 million of Adjusted OIBDA.

In the nine months ended September 30, 2020, Other generated $66.5 million of Revenues and an Adjusted OIBDA loss of $3.3 million.

COVID-19 Impact

The ongoing novel coronavirus (“COVID-19”) pandemic and the related preventative measures taken to help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business.

Though generally we remain able to continue to sell and service our displays, governmental restrictions have eased in most of our markets and most of our markets have commenced their economic recoveries, our billboard and transit businesses in many of the top DMAs, such as New York and Los Angeles, are still experiencing the significant impacts of the ongoing COVID-19 pandemic.

Though we remain able to continue to sell and service our displays, governmental restrictions have eased in most of our markets and most of our markets have commenced their economic recoveries, our billboard and transit businesses in many of the top DMAs, such as New York and Los Angeles, are still experiencing the significant impacts of the ongoing COVID-19 pandemic.

In 2021, the ongoing COVID-19 pandemic may, among other things, (i) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise;

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Media segment and with respect to our transit and other business.

We expect total expenses to increase throughout the remainder of 2021 as compared to 2020, but be materially lower than pre-COVID-19 pandemic levels, particularly in our U.S.

We expect total expenses to increase throughout the remainder of 2021 as compared to 2020, but be materially lower in 2021 than pre-COVID-19 pandemic levels, particularly in our U.S.

Media segment and with respect to our transit and other business.

Additionally, we expect billboard property lease expenses, such as rental expenses, and posting, maintenance and other expenses, as a percentage of revenues, to decrease throughout the remainder of 2021 as compared to 2020.

We expect transit franchise expenses, such as transit franchise payments, as a percentage of revenues, to increase throughout the remainder of 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels, primarily due to our guaranteed minimum annual payment amounts owed to the MTA, which resumed on January 1, 2021.

We expect transit franchise expenses, such as transit franchise payments, as a percentage of revenues, to increase throughout the remainder of 2021 as compared to 2020, and be materially higher in 2021 than pre-COVID-19 pandemic levels, primarily due to our guaranteed minimum annual payment amounts owed to the MTA, which resumed on January 1, 2021.

The impacts described above with respect to 2020 were greatest in the second quarter of 2020, with incremental improvement in the third and fourth quarters of 2020.

Accordingly, results for the three and six months ended June 30, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Accordingly, results for the three and nine months ended September 30, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) utilizing a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns and updates to our policies.

None of these actions have caused a significant disruption in our ability to manage the continuity of our business or our internal controls.

In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of

the uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and certain senior unsecured notes;

amending the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio under the Credit Agreement;

suspending our quarterly dividend payments on our common stock for a period of time, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders);

and reducing SG&A (as defined below) and posting, maintenance and other expenses.

We will continue in 2021 to focus on managing costs and expenses to offset any decreases in revenues in 2021 as compared to pre-COVID-19 pandemic levels.

However, we have resumed capital investments in a measured manner, including taking a selective approach to new acquisition activity, based on our current financial condition.

In addition, we have engaged, and will continue to engage, in constructive conversations with our billboard ground lease landlords and transit franchise partners to mitigate any increases as a percentage of revenues in billboard property lease expenses, transit franchise expenses and posting, maintenance and other expenses.

In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of the uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and reducing SG&A (as defined below) and posting, maintenance and other expenses.

We will continue in 2021 to focus on managing costs and expenses to offset any decreases in

revenues in 2021 as compared to pre-COVID-19 pandemic levels.

However, we have resumed capital investments in a measured manner, including taking a selective approach to acquisition activity, based on our current financial condition.

We have also engaged, and will continue to engage, in constructive conversations with our billboard ground lease landlords and transit franchise partners to mitigate any increases as a percentage of revenues in billboard property lease expenses, transit franchise expenses and posting, maintenance and other expenses.

We continue to monitor the evolving situation and guidance from federal, state and local public health authorities and may take additional actions based on their recommendations.

When the COVID-19 pandemic subsides, there can be no assurances as to the time it may take to generate revenues at pre-COVID-19 pandemic levels.

There remains 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, which will depend on numerous factors, including, among others, the emergence of new cases of COVID-19 or its variants, hospitalization and mortality rates, and the availability and distribution of safe and effective treatments and vaccines.

When the COVID-19 pandemic subsides, there can be no assurances as to the time it may take to generate total revenues, particularly in our U.S.

Media segment and with respect to our transit and other business, at pre-COVID-19 pandemic levels.

There remains 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, which will depend on numerous factors, including, among others, the emergence of new cases of COVID-19 and its variants, hospitalization and mortality rates, and the availability and distribution of safe and effective treatments and vaccines.

Accordingly, 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.

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We rely on third parties to manufacture and transport our digital displays.

As a result of the current market-wide supply shortages and logistics disruptions as the economy recovers from the COVID-19 pandemic, we have experienced delays and price increases in the second quarter of 2021 with respect to certain of our digital displays, which may continue throughout 2021 and could have an adverse effect on our business, financial condition and results of operation.

As a result of the current market-wide supply shortages and logistics disruptions as the economy recovers from the COVID-19 pandemic, we have experienced delays and price increases in the second and third quarters of 2021 with respect to certain of our digital displays, which may continue throughout 2021 and into 2022, and could have an adverse effect on our business, financial condition and results of operations.

Business Environment

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In 2017, we commenced deployment of state-of-the-art digital transit displays in connection with several transit franchises and are planning to increase deployments over the coming years.

Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit

Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit displays.

Subject to the impact of the COVID-19 pandemic, we intend to incur significant equipment deployment costs and capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.

We have built or converted 51 new digital billboard displays in the U.S.

and two in Canada during the six months ended June 30, 2021.

Additionally, in the six months ended June 30, 2021, we entered into marketing arrangements to sell advertising on 24 third-party digital billboard displays in the U.S.

and one in Canada.

In the six months ended June 30, 2021, we have built, converted or replaced 418 digital transit and other displays in the U.S.

and 8 in Canada during the nine months ended September 30, 2021.

Additionally, in the nine months ended September 30, 2021, we entered into marketing arrangements to sell advertising on 30 third-party digital billboard displays in the U.S.

and 4 in Canada.

In the nine months ended September 30,

2021, we have built, converted or replaced 1,824 digital transit and other displays in the U.S.

and 5 digital transit and other displays in Canada.

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Digital Revenues (in millions)

for the Six Months Ended

June 30, 2021 (a)

for the Nine Months Ended

September 30, 2021 (a)

Number of Digital Displays as of

June 30, 2021 (a)

September 30, 2021 (a)

Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays

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We have a diversified base of customers across various industries.

During the three months ended June 30, 2021, our largest categories of advertisers were professional services, retail and healthcare/pharmaceuticals, each of which represented approximately 12%, 9% and 8% of our total U.S.

During the three months ended September 30, 2021, our largest categories of advertisers were professional services, retail and healthcare/pharmaceuticals, each of which represented approximately 12%, 8% and 8% of our total U.S.

Media segment revenues, respectively.

During the three months ended June 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 11%, 10% and 8% of our total U.S.

During the three months ended September 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 12%, 9% and 8% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2021, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 13%, 9% and 9% of our total U.S.

During the nine months ended September 30, 2021, our largest categories of advertisers were professional services, retail and healthcare/pharmaceuticals, each of which represented approximately 12%, 9% and 8% of our total U.S.

Media segment revenues, respectively.

During the six months ended June 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 10%, 9% and 9% of our total U.S.

During the nine months ended September 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 11%, 9% and 8% of our total U.S.

Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets.

In each of the three months ended June 30, 2021 and 2020, we generated approximately 40% of our U.S.

Media segment revenues from national advertising campaigns.

In the six months ended June 30, 2021, we generated approximately 39% of our U.S.

In the three months ended September 30, 2021, we generated approximately 43% of our U.S.

Media segment revenues from national advertising campaigns compared to approximately 39% in the same prior-year period.

In the nine months ended September 30, 2021, we generated approximately 40% of our U.S.

Media segment revenues from national advertising campaigns compared to approximately 41% in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.

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We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

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399.2 283.2 41 999.4 877.8 14

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

Operating income 65.0 25.1 159 63.1 33.0 91

Adjusted OIBDA (b)(c)

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79.0 27.7 185 94.1 46.4 103

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

33.1 (13.5) * (35.5) (65.3) (46)

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and Revenues to organic revenues.

(c) 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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(c) 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, and $26.7 million in the nine months ended September 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

Adjusted OIBDA

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AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and

amortization, a gain on disposition of non-real-estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, a gain on disposition of non-real-estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our non-controlling

interests, as well as the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs.

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and AFFO attributable to OUTFRONT Media Inc.

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

Total revenues $ 399.2 $ 282.3 $ 999.4 $ 900.5

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

Operating income $ 65.0 $ 25.1 $ 63.1 $ 33.0

Restructuring charges (a)

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27 % 21 % 19 % 17 %

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

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

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Amortization of direct lease acquisition costs 15.3 9.1 40.4 26.7

Net (gain) loss on disposition of real estate assets 0.1 (5.2) (0.2) (5.3)

Net gain on disposition of real estate assets (0.4) (0.8) (0.6) (6.1)

Adjustment related to non-controlling interests — — (0.2) (0.2)

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Adjustment related to non-controlling interests

— (0.1) — (0.1)

Income tax effect of adjustments (e)

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$ 79.0 $ 27.7 $ 94.1 $ 46.4

(a) In the three and six months ended June 30, 2020, Restructuring charges relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.

(b) 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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(a) In the nine months ended September 30, 2020, Restructuring charges relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.

(b) 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, and $26.7 million in the nine months ended September 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

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(e) Income tax effect related to a Gain on disposition of non-real estate assets in 2021 and related to Restructuring charges - severance in 2020.

FFO was $39.7 million in the three months ended June 30, 2021, compared to a FFO deficit of $27.9 million in the same prior-year period.

AFFO was $39.6 million in the three months ended June 30, 2021, compared to an AFFO deficit of $21.3 million in the same prior-year period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

FFO in the six months ended June 30, 2021, decreased $7.5 million, or 45%, compared to the same prior-year period.

AFFO in the six months ended June 30, 2021, decreased $3.6 million, or 19%, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

FFO increased $52.0 million in the three months ended September 30, 2021, compared to the same prior-year period, and increased $44.5 million, or 113%, in the nine months ended September 30, 2021, compared to the same prior-year period.

The increases in FFO were due primarily to higher operating income, higher amortization of direct lease acquisition costs and lower income taxes.

AFFO increased $51.3 million, or 185%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to higher operating income and lower gains on dispositions.

AFFO in the nine months ended September 30, 2021, increased $47.7 million, or 103%, compared to the same prior-year period, due primarily to higher operating income, higher amortization of direct lease acquisition costs and a lower gains on dispositions.

Analysis of Results of Operations

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Revenues to the 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, except percentages) 2021 2020 Change 2021 2020 Change

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(a) Organic revenues exclude revenues associated with a disposition and the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues increased by $108.1 million, or 46%, and organic revenues increased $118.5 million, or 53%, in the three months ended June 30, 2021, compared to the same prior-year period.

Total revenues decreased by $18.0 million, or 3%, and organic revenues increased $5.6 million, or 1%, in the six months ended June 30, 2021, compared to the same prior-year period.

In the three and six months ended June 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $98.8 million, or 52%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $51.5 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were principally driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic billboard revenues increased $97.8 million, or 52%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $49.7 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year

period, principally driven by an increase in average revenue per display (yield) as we have started to experience a recovery customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total transit and other revenues increased $9.3 million, or 21%, in the three months ended June 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020, partially offset by the impact of the Sports Disposition.

Total transit and other revenues decreased $69.5 million, or 44%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020, as well as the impact of the Sports Disposition.

Organic transit and other revenues increased $20.7 million, or 63%, in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic transit and other revenues decreased $44.1 million, or 33%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020.

Three Months Ended Six Months Ended

June 30, % June 30, %

Total revenues increased by $116.9 million, or 41%, and organic revenues increased $116.0 million, or 41%, in the three months ended September 30, 2021, compared to the same prior-year period.

Total revenues increased by $98.9 million, or 11%, and organic revenues increased $121.6 million, or 14%, in the nine months ended September 30, 2021, compared to the same prior-year period.

In the three months ended September 30, 2020, non-organic revenues reflect the impact of foreign currency exchange rates.

In the nine months ended September 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $77.5 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $129.0 million, or 18%, in the nine months ended September 30, 2021, compared to the same prior-year period.

The increases were principally driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic billboard revenues increased $76.7 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $126.4 million, or 18%, in the nine months ended September 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have experienced a recovery customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total transit and other revenues increased $39.4 million, or 93%, in the three months ended September 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total transit and other revenues decreased $30.1 million, or 15%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020, as well as the impact of the Sports Disposition.

Organic transit and other revenues increased $39.3 million, or 92%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic transit and other revenues decreased $4.8 million, or 3%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

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* Calculation is not meaningful.

(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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses.

(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, and $26.7 million in the nine months ended September 30, 2020, from Amortization to Selling, general and administrative expenses.

Operating Expenses

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

4 unchanged sentences

Total operating expenses $ 199.8 $ 155.8 28 $ 567.0 $ 534.6 6

Billboard property lease expenses represented 35% of billboard revenues in the three months ended June 30, 2021, 50% in the three months ended June 30, 2020, 38% in the six months ended June 30, 2021, and 43% in the six months ended June 30, 2020.

Transit franchise expenses represented 91% of transit display revenues in the three months ended June 30, 2021, 63% in the three months ended June 30, 2020, 107% in the six months ended June 30, 2021 and 62% in the six months ended June 30,

Billboard property lease expenses represented 32% of billboard revenues in the three months ended September 30, 2021, 40% in the three months ended September 30, 2020, 36% in the nine months ended September 30, 2021, and 42% in the nine months ended September 30, 2020.

Transit franchise expenses represented 66% of transit display revenues in the three months ended September 30, 2021, 59% in the three months ended September 30, 2020, 87% in the nine months ended September 30, 2021 and 62% in the nine months ended September 30, 2020.

The increases in transit franchise expense as a percentage of revenues are primarily driven by guaranteed minimum annual payments to the New York Metropolitan Transportation Authority (the “MTA”).

Billboard property lease and transit franchise expenses increased $30.6 million in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Billboard property lease and transit franchise expenses increased $3.7 million in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Posting, maintenance and other expenses increased $5.0 million, or 12%, in the three months ended June 30, 2021, compared to the same prior year period, primarily due to increased transit revenues in 2021 as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020, partially offset by the impact of the Sports Disposition.

Posting, maintenance and other expenses decreased $15.3 million, or 14%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily due to the impact of the Sports Disposition, partially offset by an increase in posting and rotation costs, as well as higher maintenance costs.

Billboard property lease and transit franchise expenses increased $34.5 million in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Billboard property lease and transit franchise expenses increased $38.2 million in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Posting, maintenance and other expenses increased $9.5 million, or 24%, in the three months ended September 30, 2021, compared to the same prior year period, primarily due to increased revenues in 2021 as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Posting, maintenance and other expenses decreased $5.8 million, or 4%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily due to the impact of the Sports Disposition, partially offset by an increase in posting and rotation costs, as well as higher maintenance costs.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses represented 26% of Revenues in the three months ended June 30, 2021, 29% in the three months ended June 30, 2020, 28% in the six months ended June 30, 2021 and 26% in the same prior-year period.

SG&A expenses increased $20.2 million, or 29%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $5.9 million, or 4%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were primarily driven by higher compensation-related expenses and higher professional fees, partially offset by a lower provision for doubtful allowances and the impact of the Sports Disposition.

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, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses.

SG&A expenses represented 25% of Revenues in the three months ended September 30, 2021, 26% in the three months ended September 30, 2020, 26% in the nine months ended September 30, 2021 and 26% in the same prior-year period.

SG&A expenses increased $26.0 million, or 36%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily due to higher compensation-related expenses and higher professional fees, partially offset by a lower provision for doubtful allowances.

SG&A expenses increased $31.9 million, or 14%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily due to higher compensation-related expenses and higher professional fees, partially offset by a lower provision for doubtful allowances and the impact of the Sports Disposition.

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, and $26.7 million in the nine months ended September 30, 2020, from Amortization to Selling, general and administrative expenses.

Net Gain on Dispositions

Net gain on dispositions decreased $2.3 million, or 44%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $2.1 million, or 40%, for the six months ended June 30, 2021, compared to the same prior-year period.

Depreciation decreased $1.2 million, or 6%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $2.2 million, or 5%, in the six months ended June 30, 2021, compared to the same prior-year period.

Amortization increased $0.9 million, or 6%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $2.3 million, or 8%, in the six months ended June 30, 2021, compared to the same prior-year period.

Net gain on dispositions decreased $7.6 million, or 95%, in the three months ended September 30, 2021, compared to the same prior-year period and decreased $9.7 million, or 73%, for the nine months ended September 30, 2021, compared to the same prior-year period.

Depreciation decreased $1.4 million, or 7%, in the three months ended September 30, 2021, compared to the same prior-year period and decreased $3.6 million, or 6%, in the nine months ended September 30, 2021, compared to the same prior-year period.

Amortization increased $1.4 million, or 9%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $3.7 million, or 8%, in the nine months ended September 30, 2021, compared to the same prior-year period.

The increases were principally driven by higher amortization of intangible assets.

Interest Expense, Net

Interest expense, net, was $32.1 million (including $1.9 million of deferred financing costs) in the three months ended June 30, 2021, and $33.3 million (including $1.7 million of deferred financing costs) in the same prior-year period.

Interest expense, net, was $31.8 million (including $1.7 million of deferred financing costs) in the three months ended September 30, 2021, and $34.2 million (including $1.8 million of deferred financing costs) in the same prior-year period.

The decrease in Interest expense, net , was primarily due to lower interest rates.

Interest expense, net, was $66.7 million (including $3.8 million of deferred financing costs) in the six months ended June 30, 2021, and $63.1 million (including $3.0 million of deferred financing costs) in the same prior-year period.

The increase in Interest expense, net, was primarily due to a higher outstanding average debt balance, partially offset by lower interest rates.

Interest expense, net, was $98.5 million (including $5.5 million of deferred financing costs) in the nine months ended September 30, 2021, and $97.3 million (including $4.8 million of deferred financing costs) in the same prior-year period.

The increase in Interest expense, net, was primarily due to a higher outstanding average debt balance and higher amortization of deferred financing costs, partially offset by lower interest rates.

Loss on Extinguishment of Debt

In the six months ended June 30, 2021, we recorded a loss on extinguishment of debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due 2024.

Benefit for Income Taxes

Benefit for income taxes increased $0.9 million, or 60%, in the three months ended June 30, 2021, and increased $3.9 million, or 122%, in the six months ended June 30, 2021, compared to the same prior-year periods, due primarily to a higher taxable REIT subsidiary loss in the three and six months ended June 30, 2021, compared to the same prior-year periods.

Net loss before allocation to non-controlling interests decreased $57.3 million, or 99%, in the three months ended June 30, 2021, compared to the same prior-year period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020 and lower interest expense.

Net loss before allocation to non-controlling interests increased $16.6 million, or 32%, in the six months ended June 30, 2021, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020, and higher interest expense.

In the nine months ended September 30, 2021, we recorded a loss on extinguishment of debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due 2024.

(Provision) Benefit for Income Taxes

Provision for income taxes decreased $2.4 million, or 69%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to lower taxable REIT subsidiary income driven by the gain related to the Sports disposition in 2020.

Benefit for income taxes was $6.0 million in the nine months ended September 30, 2021, compared to a Provision for income taxes of $0.3 million in the same prior-year period due primarily to the gain related to the Sports Disposition in 2020.

Net Income (Loss)

Net income before allocation to non-controlling interests was $33.2 million, in the three months ended September 30, 2021, compared to a Net loss before allocation to non-controlling interests of $13.3 million in the same prior-year period, due primarily to higher operating income, as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Net loss before allocation to non-controlling interests decreased $29.9 million, or 46%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to higher operating income, as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Segment Results of Operations

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Media and Other .

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three and six months ended June 30, 2021 and 2020.

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three and nine months ended September 30, 2021 and 2020.

In the third quarter of 2020, we completed the Sports Disposition.

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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Total revenues $ 399.2 $ 282.3 $ 999.4 $ 900.5

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

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

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.

Total operating income $ 65.0 $ 25.1 $ 63.1 $ 33.0

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.

(b) Stock-based compensation is classified as Corporate expense.

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

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Restructuring charges — 0.4 * — 3.4 *

Net (gain) loss on dispositions 0.1 (1.1) * (0.2) (1.2) (83)

Net gain on dispositions (0.4) — * (0.6) (1.2) (50)

Depreciation and amortization (a)

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* Calculation is not meaningful.

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.0 million in the three months ended June 30, 2020, and $16.8 million in the six months ended June 30, 2020, in our U.S.

(a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $8.3 million in the three months ended September 30, 2020, and $25.1 million in the nine months ended September 30, 2020, in our U.S.

Media segment from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

Media segment revenues increased $108.3 million, or 51%, in the three months ended June 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Media segment revenues decreased $1.0 million in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decline in transit revenue driven by a decline in average revenue per display (yield) we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020, partially offset by an increase in billboard average revenue per display (yield) as discussed above.

In each of the three months ended June 30, 2021 and 2020, we generated approximately 40% of our U.S.

Media segment revenues increased $110.4 million, or 42%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Media segment revenues increased $109.4 million, or 13%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in billboard average revenue per display (yield) as discussed above, partially offset by a decline in transit average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

In each of the three months ended September 30, 2021 and 2020, we generated approximately 43% of our U.S.

Media segment revenues from national advertising.

In the six months ended June 30, 2021, we generated approximately 39% of our U.S.

In the nine months ended September 30, 2021, we generated approximately 40% of our U.S.

Media segment revenues from national advertising campaigns and 41% in the same prior-year period.

Revenues from U.S.

Media segment billboards increased $90.4 million, or 50%, in the three months ended June 30, 2021, compared to the same prior-year period and $46.4 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period.

The increases were driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Media segment billboards increased $72.4 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and $118.8 million, or 18%, in the nine months ended September 30, 2021, compared to the same prior-year period.

The increases were driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Transit and other revenues in the U.S.

Media segment increased $17.9 million, or 56%, in the three months ended June 30, 2021, compared to the same prior-year period, driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Media segment increased $38.0 million, or 95%, in the three months ended September 30, 2021, compared to the same prior-year period, driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Transit and other revenues in the U.S.

Media segment decreased $47.4 million, or 36%, in the six months ended June 30, 2021, compared to the same prior-year period, driven by a decline in average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

Media segment operating expenses increased $41.8 million, or 31%, in the three months ended June 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Media segment SG&A expenses increased $17.3 million, or 37%, in the three months ended June 30,

2021, compared to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

Media segment operating expenses increased $5.2 million, or 2%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Media segment SG&A expenses in the six months ended June 30, 2021, were comparable to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

Media segment Adjusted OIBDA increased $49.2 million, or 157%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $6.2 million, or 6%, in the six months ended June 30, 2021, compared to the same prior-year period.

Adjusted OIBDA margin was 25.0% in the three months ended June 30, 2021, 15% in the three months ended June 30, 2020, 19% in the six months ended June 30, 2021, and 20% in the same prior-year period.

Three Months Ended Six Months Ended

June 30, % June 30, %

Media segment decreased $9.4 million, or 6%, in the nine months ended September 30, 2021, compared to the same prior-year period, driven by a decline in average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

Media segment operating expenses increased $41.0 million, or 28%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues.

Media segment SG&A expenses increased $18.9 million, or 35%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher compensation-related

costs, partially offset by a lower provision for doubtful allowances.

Media segment operating expenses increased $46.2 million, or 10%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Media segment SG&A expenses in the nine months ended September 30, 2021, increased $18.9 million, or 11%, compared to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

Media segment Adjusted OIBDA increased $50.5 million, or 77%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $44.3 million, or 25%, in the nine months ended September 30, 2021, compared to the same prior-year period.

Adjusted OIBDA margin was 31% in the three months ended September 30, 2021, 25% in the three months ended September 30, 2020, 23% in the nine months ended September 30, 2021, and 21% in the same prior-year period.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2021 2020 Change 2021 2020 Change

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(a) Organic revenues exclude revenues associated with a disposition and the impact of foreign currency exchange rates (“non-organic revenues”).

(b) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.3 million in the three months ended June 30, 2020, and $0.8 million in the six months ended June 30, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(b) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.8 million in the three months ended September 30, 2020, and $1.6 million in the nine months ended September 30, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

In the third quarter of 2020, we completed the Sports Disposition.

The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements.

Total Other revenues decreased $0.2 million, or 1%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $17.0 million, or 34%, in the six months ended June 30, 2021, compared to the same prior-year period.

The decreases reflect the Sports Disposition, partially offset by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

In the three and six months ended June 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $10.2 million, or 113%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $6.6 million, or 25%, in the six months ended June 30, 2021, compared to the same prior-year period.

Other operating expenses decreased $6.2 million, or 33%, in the three months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

Other operating expenses decreased $16.8 million, or 41%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition.

Other SG&A expenses decreased $1.3 million, or 21%, in the three months ended June 30, 2021, compared to the same prior-year period and decreased $5.5 million, or 38%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

Other Adjusted OIBDA was $1.6 million in the three months ended June 30, 2021, compared to an Adjusted OIBDA loss of $5.7 million in the same prior-year period due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Other Adjusted OIBDA losses decreased $5.3 million, or 93%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to an decrease in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Total Other revenues increased $6.5 million, or 39%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have experienced increases in

customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total Other revenues decreased $10.5 million, or 16%, in the nine months ended September 30, 2021, compared to the same prior-year period, reflecting the Sports Disposition, partially offset by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

In the three months ended September 30, 2020, non-organic revenues reflect the impact of foreign currency exchange rates.

In the nine months ended September 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $5.6 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $12.2 million, or 28%, in the nine months ended September 30, 2021, compared to the same prior-year period.

Other operating expenses increased $3.0 million, or 30%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher billboard and transit revenues.

Other operating expenses decreased $13.8 million, or 27%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition.

Other SG&A expenses increased $1.1 million, or 26%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher expenses in Canada.

Other SG&A expenses decreased $4.4 million, or 23%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

Other Adjusted OIBDA increased $2.4 million, or 100.0%, in the three months ended September 30, 2021, compared to the same prior-year period due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Other Adjusted OIBDA was $4.4 million compared to an Adjusted OIBDA loss of $3.3 million in the same prior-year period, due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Corporate expenses primarily include expenses associated with employees who provide centralized services.

Corporate expenses, excluding stock-based compensation, were $12.2 million, in the three months ended June 30, 2021, compared to $10.3 million in the same prior-year period, primarily due to higher compensation-related expenses, partially offset by the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, were $23.7 million in the six months ended June 30, 2021, compared to $14.8 million in the same prior-year period, primarily due to higher compensation-related expenses and the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, were $13.1 million, in the three months ended September 30, 2021, compared to $8.9 million in the same prior-year period, primarily due to higher compensation-related expenses, partially offset by the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, were $36.8 million in the nine months ended September 30, 2021, compared to $23.7 million in the same prior-year period, primarily due to higher compensation-related expenses and the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2021 December 31, 2020 % Change

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Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

In response to the ongoing COVID-19 pandemic, we have taken a highly selective approach to new acquisition activity.

In response to the ongoing COVID-19 pandemic, we have taken a highly selective approach to acquisition activity.

Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs.

Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the impact of the ongoing COVID-19 pandemic if cash on hand and operating cash flows decrease in 2021, and our ability to issue debt and equity securities and/or

borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

(See the “Overview—COVID-19 Impact” section of this MD&A.)

The decrease in working capital as of June 30, 2021, compared to as of December 31, 2020, is primarily driven by lower cash and other current assets, partially offset by lower short-term debt and accounts payable.

The decrease in working capital as of September 30, 2021, compared to as of December 31, 2020, is primarily driven by lower cash and other current assets and higher short-term operating lease liabilities, partially offset by higher accounts receivables and lower short-term debt.

Under the MTA agreement, which was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

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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.

For the full year of 2021, we expect our MTA equipment deployment costs to be approximately $100.0 million.

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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.

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However, given the uncertainty in the market around the severity and duration of the COVID-19 pandemic, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of June 30, 2021, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As of September 30, 2021, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We expect transit franchise expenses, as a percentage of revenues, to increase in 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels.

(See the “Overview—COVID-19 Impact” section of this MD&A.) As indicated in the table below, we incurred $39.1 million related to MTA equipment deployment costs in the six months ended June 30, 2021 (which includes equipment deployment costs related to future deployments), for a total of $390.2 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of June 30, 2021, $50.5 million is to be funded by the MTA.

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 installations in the six months ended June 30, 2021.

(See the “Overview—COVID-19 Impact” section of this MD&A.) As indicated in the table below, we incurred $58.6 million related to MTA equipment deployment costs in the nine months ended September 30, 2021 (which includes equipment deployment costs related to future deployments), for a total of $409.7 million to date, of which $33.9 million had been recouped from incremental revenues to date 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 installations in the nine months ended September 30, 2021.

(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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Total $ 209.8 $ 103.5 $ (16.4) $ (5.9) $ 291.0

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.

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.

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2021 December 31,

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Total $ 3,458.1 $ 114.7 $ 226.5 $ 613.6 $ 2,503.3

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.

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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.

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.

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.

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.

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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

On January 19, 2021, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement.

The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

The 2029 Notes are

fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021.

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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.

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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.

At-the-Market Equity Offering Program

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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.

Series A Preferred Stock Issuance

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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, 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.

The following table presents our cash flows in the six months ended June 30, 2021 and 2020.

Six Months Ended

The following table presents our cash flows in the nine months ended September 30, 2021 and 2020.

Nine Months Ended

September 30, %

(in millions, except percentages) 2021 2020 Change

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* Calculation is not meaningful.

Cash provided by operating activities decreased $37.1 million, or 73%, in the six months ended June 30, 2021, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020.

In the six months ended June 30, 2021, we paid net cash of $7.0 million related to MTA equipment deployment and installed 441 digital displays.

In the six months ended June 30, 2020, we paid $28.3 million related to MTA equipment deployment costs.

Cash used for investing activities increased $27.7 million, or 56%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to higher cash paid for acquisitions and MTA franchise rights, partially offset by lower cash paid for capital expenditures.

The following table presents our capital expenditures in the six months ended June 30, 2021 and 2020.

Six Months Ended

Cash provided by operating activities decreased $40.9 million, or 48%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in accounts receivables and prepaid MTA equipment deployment costs, partially offset by an increase in accrued expenses, a decrease in prepaid expenses and a lower net loss due to increases in customer advertising expenditures and overall demand for our services.

In the nine months ended September 30, 2021, we paid net cash of $18.4 million related to MTA equipment deployment and installed 1,800 digital displays.

In the nine months ended September 30, 2020, we paid $51.1 million related to MTA equipment deployment costs.

Cash used for investing activities increased $71.4 million in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to higher cash paid for acquisitions and MTA franchise rights and lower proceeds from dispositions.

The following table presents our capital expenditures in the nine months ended September 30, 2021 and 2020.

Nine Months Ended

September 30, %

(in millions, except percentages) 2021 2020 Change

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Total capital expenditures $ 41.2 $ 42.0 (2)

Capital expenditures decreased $6.4 million, or 20%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily due to lower spending on vehicles, office remodel projects, installation of the most current LED lighting technology, and lower spending due the Sports Disposition.

For the full year of 2021, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for growth in digital displays, maintenance and safety-related projects, software and technology, and to renovate certain office facilities.

Capital expenditures decreased $0.8 million, or 2%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily due to lower spending on vehicles, office remodel projects and the installation of the most current LED lighting technology, partially offset by growth in digital displays and increased spending on software and technology.

For the full year of 2021, we expect our capital expenditures to range from approximately $70.0 million to $75.0 million, which will be used primarily for growth in digital displays, maintenance and safety-related projects, software and technology, and to renovate certain office facilities.

This estimate does not include equipment deployment costs that will be incurred in connection with the MTA agreement (as described above), which will be recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable.

Cash used by financing activities was $118.9 million in the six months ended June 30, 2021, compared to Cash provided by financing activities of $588.3 million in the same prior-year period.

In the six months ended June 30, 2021, we made a repayment of $80.0 million under the Repurchase Facility and paid total cash dividends of $14.3 million on the Series A Preferred Stock and vested restricted share units granted to employees.

In the six months ended June 30, 2020, we received net proceeds of $400.0 million related to the issuance of Senior Unsecured Notes due 2025 in a private placement and received net proceeds of $383.9 million related to the issuance of the Series A Preferred Stock to enhance our liquidity position in response to the impact of the COVID-19 pandemic, made net total repayments of $115.0 million on the AR Facility and the Repurchase Facility and paid total cash dividends on the Series A Preferred Stock and on our common stock of $61.1 million.

Cash paid for income taxes was $1.4 million for in the six months ended June 30, 2021 and $2.1 million in the six months ended June 30, 2020.

Cash used by financing activities was $140.5 million in the nine months ended September 30, 2021, compared to Cash provided by financing activities of $581.0 million in the same prior-year period.

In the nine months ended September 30, 2021, we made a repayment of $80.0 million under the Repurchase Facility and paid total cash dividends of $35.9 million on the Series A Preferred Stock, our common stock and vested restricted share units granted to employees.

In the nine months ended September 30, 2020, we received net proceeds of $400.0 million related to the issuance of Senior Unsecured Notes due 2025 in a private placement and received net proceeds of $383.8 million related to the issuance of the Series A Preferred Stock to enhance our liquidity position in response to the impact of the COVID-19 pandemic, made net total repayments of $115.0 million on the AR Facility and the Repurchase Facility and paid total cash dividends on the Series A Preferred Stock and on our common stock of $68.1 million.

Cash paid for income taxes was $1.5 million for in the nine months ended September 30, 2021 and $3.1 million in the nine months ended September 30, 2020.

Off-Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis