The following discussion and analysis of our business, financial condition,
results of operations and quantitative and qualitative disclosures should be
read in conjunction with our Consolidated Financial Statements and related notes
included elsewhere in this Quarterly Report on Form 10-Q. This discussion and
analysis also contains forward-looking statements and should be read in
conjunction with the disclosures and information contained in "Note About
Forward-Looking Statements" in this Quarterly Report on Form 10-Q. The financial
information discussed below and included elsewhere in this Quarterly Report on
Form 10-Q may not necessarily reflect what our financial condition, results of
operations and cash flows may be in the future.



References in this discussion and analysis to "we," "us," "our" and similar terms refer to Cars.com Inc. and its subsidiaries, collectively, unless the context indicates otherwise.





Business Overview



We are a leading automotive marketplace platform that provides a robust set of
industry specific digital solutions. Through our marketplace, dealer websites
and other digital products, we showcase dealer inventory, elevate and amplify
dealers' and automotive manufacturers' ("OEMs") brands, connect sellers with our
ready-to-buy audience and empower shoppers with the resources and information
needed to make confident car buying decisions. Our digital solutions strategy
builds on the rich data and audience of our digital marketplace to offer media
and solutions that drive growth and efficiency for the automotive industry. Our
portfolio of brands includes Cars.com, Dealer Inspire, FUEL, DealerRater,
Auto.com, PickupTrucks.com and NewCars.com.

Overview of Results



                                    Three Months Ended September 30,          Nine Months Ended September 30,
(in thousands)                         2021                   2020                2021                2020
Revenue (1)                      $        156,553       $        144,392     $       465,378       $   394,495
Net income (loss) (2)                       2,431                (12,261 )            13,675          (824,339 )




(1)
The increase in revenue for the nine months ended September 30, 2021 was
primarily due to lower revenue in the second quarter of 2020, resulting from
approximately $38.2 million of COVID-19 pandemic-related invoice credits that we
issued to our marketplace dealer customers during the second quarter of 2020.
(2)
The net loss for the nine months ended September 30, 2020 was primarily
attributed to the goodwill and intangible asset impairment of $905.9 million as
well as the impact of the COVID-19 pandemic and related restrictions.



2021 Highlights and Trends



Dealer Customers. In the third quarter of 2021, Dealer Customers increased by
1%, or 184 Dealer Customers, as compared with June 30, 2021, continuing five
consecutive quarters of growth in Dealer Customers and surpassing Dealer
Customers as of March 31, 2020.



Total Dealer Customers increased by 899, as compared with September 30, 2020.
This increase was a result of sustained high retention rates and new sales to
dealer customers following the higher cancellations of marketplace customers in
the second quarter of 2020, principally due to the COVID-19 pandemic.



FUEL. Launched in early 2020, FUEL is a unique, high-ROI, targeted video
advertising solution that generates superior returns compared to high-cost
broadcast television, on which the auto industry spends approximately $10
billion per year, in addition to what is spent on other expensive advertising
mediums. FUEL continues to be one of our fastest growing products. FUEL enables
dealerships and OEMs to target and reach in-market car shoppers by leveraging
the power of Cars.com's exclusive first-party audience data.



FordDirect Agreement. In April 2021, we announced that we were selected by FordDirect as a preferred website and technology platform provider for its approximately 3,000 U.S. dealerships.





Technology Transformation. In June 2021, we announced the completion of a
transformed online platform and mobile app for our users. Our new Cars.com site
offers load times up to 80% faster and real-time inventory updates of over
50,000 cars added to the site daily - an especially important feature in today's
inventory-starved environment. The upgraded Cars.com site, built on cloud-based
technology, now delivers a more streamlined and dynamic experience for both car
shoppers and sellers. Our updated site experience builds on a wealth of content
and offers even more advanced tools, interactive features and personalized
content combined with a vibrant, intuitive and accelerated path to purchase.



Debt Repayments. During the nine months ended September 30, 2021, we made $107.5 million of debt repayments, of which $100.0 million were voluntary prepayments.





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Impact of COVID-19 on our business. In March 2020, the World Health Organization
categorized COVID-19 as a pandemic, and it has since spread throughout the
United States and the rest of the world with different geographical locations
impacted more than others. The pandemic resulted in governmental authorities
around the country implementing numerous measures to contain the virus, such as
quarantines, shelter-in-place orders and business shutdowns (the "related
restrictions"). As cases of COVID-19 persist in various regions around the globe
and new COVID-19 variants emerge, these related restrictions may still be
enforced or be renewed in certain markets. During the year ended December 31,
2020 and to a lesser extent during the nine months ended September 30, 2021, our
business, financial condition, liquidity and operating results were adversely
affected by the COVID-19 pandemic, as a widespread increase in unemployment,
reduced consumer spending and supply chain disruptions impacted the greater
macroeconomic automotive industry.



Key Operating Metrics



We regularly review a number of key metrics to evaluate our business, measure
our performance, identify trends affecting our business, formulate financial
projections and make operating and strategic decisions. Information regarding
Traffic and Average Monthly Unique Visitors is as follows:



                          Three Months Ended                 Nine Months Ended
                            September 30,                      September 30,
(in thousands)            2021         2020      % Change     2021        2020     % Change
Traffic                   142,418      158,791      (10)%     457,460    461,684       (1)%
Average Monthly
Unique Visitors            24,341       25,349       (4)%      25,563     24,363         5%




Information regarding Dealer Customers and Monthly Average Revenue Per Dealer is
as follows:


                          September 30,     September 30,
                              2021              2020           % Change        June 30, 2021       % Change
Dealer Customers                 19,029            18,130               5 %            18,845               1 %
Monthly Average Revenue
Per Dealer                $       2,332     $       2,183               7 %   $         2,299               1 %




Traffic. Traffic is fundamental to our business. Traffic to the CARS network of
websites and mobile apps provides value to our advertisers in terms of audience,
awareness, consideration and conversion. In addition to tracking traffic volume
and sources, we monitor activity on our properties, allowing us to innovate and
refine our consumer-facing offerings. Traffic is defined as the number of visits
to CARS desktop and mobile properties (responsive sites and mobile apps),
measured using Adobe Analytics. Traffic does not include traffic to Dealer
Inspire websites. Traffic provides an indication of our consumer reach. Although
our consumer reach does not directly result in revenue, we believe our ability
to reach in-market car shoppers is attractive to our dealer customers and
national advertisers.



Due to the record high traffic in the third quarter of 2020 in the midst of COVID-related restrictions, the Company experienced a decline in Traffic year-over-year for the three months ended September 30, 2021. In addition, during the three months ended September 30, 2021, the Company experienced certain short-term negative impacts to Traffic in connection with the completion of the Technology Transformation.

Traffic for the nine months ended September 30, 2021 was essentially flat compared to the prior year.





Average Monthly Unique Visitors ("UVs"). Growth in unique visitors and consumer
traffic to our network of websites and mobile apps increases the number of
impressions, clicks, leads and other events we can monetize to generate revenue.
We define UVs in a given month as the number of distinct visitors that engage
with our platform during that month. Visitors are identified when a user first
visits an individual CARS property on an individual device/browser combination
or installs one of our mobile apps on an individual device. If a visitor
accesses more than one of our web properties or apps or uses more than one
device or browser, each of those unique property/browser/app/device combinations
counts toward the number of UVs. UVs do not include Dealer Inspire UVs. We
measure UVs using Adobe Analytics.



Due to the record high traffic in the third quarter of 2020 in the midst of COVID-related restrictions, the Company experienced a decline in UVs year-over-year for the three months ended September 30, 2021. In addition, during the three months ended September 30, 2021, the Company experienced certain short-term negative impacts to UVs in connection with the completion of the Technology Transformation.





We believe the growth in UVs for the nine months ended September 30, 2021 was
primarily related to heightened consumer demand resulting from an increase in
consumer confidence due to the economic stimulus during the first half of 2021.
This was partially offset by certain short-term negative impacts in connection
with the completion of the Technology Transformation.



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Average Revenue Per Dealer ("ARPD"). We believe that our ability to grow ARPD is
an indicator of the value proposition of our platform. We define ARPD as Dealer
revenue, excluding digital advertising services, during the period divided by
the monthly average number of Dealer Customers during the same period.



ARPD increased 1% and 7% from June 30, 2021 and September 30, 2020, respectively, primarily driven by growth in FUEL revenue, as well as, growth in digital solutions.





Dealer Customers. Dealer Customers represent dealerships using our products as
of the end of each reporting period. Each physical or virtual dealership
location is counted separately, whether it is a single-location proprietorship
or part of a large, consolidated dealer group. Multi-franchise dealerships at a
single location are counted as one dealer.



Total Dealer Customers increased 1% from June 30, 2021, primarily driven by an increase in marketplace and solutions only customers and sustained high retention rates.





Total Dealer Customers increased 5% from September 30, 2020. This increase was a
result of sustained high retention rates and new sales to Dealer Customers
following the higher cancellations of marketplace customers in 2020, principally
due to the COVID-19 pandemic.



Factors Affecting Our Performance. Our business is impacted by the changes in
the larger automotive ecosystem, including inventory supply and supply chain
disruptions, which is currently under pressure due to semiconductor shortages,
and changes related to automotive advertising as well as other macroeconomic
factors. Changes in vehicle sales volumes in the United States also influence
OEMs' and dealerships' willingness to increase investments in technology
solutions and automotive marketplaces like Cars.com and could impact our pricing
strategies and/or revenue mix.



Our long-term success will depend in part on our ability to continue to
transform our business toward a multi-faceted suite of digital solutions that
complement our online marketplace offerings. We believe our core strategic
strengths, including our powerful family of brands, growing high-quality
audience and suite of digital solutions for advertisers, will assist us as we
navigate a rapidly changing automotive environment. Additionally, we are focused
on equipping our customers with digital solutions to enable them to compete in
an environment in which an increasing number of car-buying customers are
shopping online. These solutions include virtual showrooms, home delivery,
online chat and our FUEL product that allows dealers to target in-market buyers
on streaming platforms. The foundation of our continued success is the value we
deliver to customers, and we believe that our large audience of in-market, car
shoppers and innovative solutions deliver significant value to our customers.



The future effects of the COVID-19 pandemic are unknown and depend on numerous
factors outside of our control. However, we believe our marketplace, advertising
and digital solutions remain critical in helping our customers navigate certain
challenges of the pandemic and related restrictions. We also believe our
solutions will continue to be important tools for our customers in the future
and, in particular, may help mitigate potential future impacts of the pandemic
and related restrictions.



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Results of Operations



Three Months Ended September 30, 2021 Compared to Three Months Ended September
30, 2020



                                        Three Months Ended September 30,
(In thousands, except percentages)         2021                   2020            $ Change      % Change
Revenue:
 Dealer                              $        139,321       $        123,955     $   15,366            12 %
 OEM and National                              15,273                 17,753         (2,480 )         (14 )%
 Other                                          1,959                  2,684           (725 )         (27 )%
    Total revenue                             156,553                144,392         12,161             8 %
Operating expenses:
 Cost of revenue and operations                28,928                 25,434          3,494            14 %
 Product and technology                        20,132                 15,455          4,677            30 %
 Marketing and sales                           51,948                 45,776          6,172            13 %
 General and administrative                    17,919                 13,289          4,630            35 %
 Depreciation and amortization                 25,552                 25,375            177             1 %
   Total operating expenses                   144,479                125,329         19,150            15 %
    Operating income                           12,074                 19,063         (6,989 )         (37 )%
Nonoperating expense:
 Interest expense, net                         (9,522 )              (10,779 )        1,257           (12 )%
 Other income, net                                 19                  1,957         (1,938 )         (99 )%
   Total nonoperating expense, net             (9,503 )               (8,822 )         (681 )           8 %
    Income before income taxes                  2,571                 10,241         (7,670 )         (75 )%
    Income tax expense                            140                 22,502        (22,362 )         (99 )%
     Net income (loss)               $          2,431       $        (12,261 )   $   14,692           ***




*** Not meaningful



Dealer revenue. Dealer revenue consists of marketplace and digital solutions
sold to dealer customers. Dealer revenue is our largest revenue stream,
representing 89.0% and 85.8% of total revenue for the three months ended
September 30, 2021 and 2020, respectively. Dealer revenue increased $15.4
million or 12% compared to the three months ended September 30, 2020, driven by
a 7% increase in ARPD from September 30, 2020, primarily due to growth in FUEL
and digital solutions revenue and a 5% increase in Dealer Customers.



OEM and National revenue. OEM and National revenue consists of display
advertising and other solutions sold to OEMs, advertising agencies, automotive
dealer associations and auto adjacent businesses. OEM and National revenue
represents 9.8% and 12.3% of total revenue for the three months ended September
30, 2021 and 2020, respectively. OEM and National revenue declined 14% due to
pullbacks in OEM spending associated with fewer new model releases and continued
inventory shortages, both driven by supply-chain disruptions.



Operating expenses. For the three months ended September 30, 2020, several of
the financial statement line items described below were significantly lower as
compared to the three months ended September 30, 2021, due to our management of
expenses in 2020 in response to the COVID-19 pandemic. With respect to managing
our expenses, beginning in the second quarter of 2020, we implemented multiple
initiatives to align our expenses with the lower revenue resulting from our
invoice credits. The impact of the COVID-19 pandemic expense adjustments
primarily impacted the second quarter of 2020 and to a lesser extent, the third
quarter of 2020.



Cost of revenue and operations. Cost of revenue and operations expense primarily
consists of expenses related to our pay-per-lead products, third-party costs for
processing dealer vehicle inventory, product fulfillment and compensation costs
for the product fulfillment and customer service teams. Cost of revenue and
operations expense represents 18.5% and 17.6% of total revenue for the three
months ended September 30, 2021 and 2020, respectively. Cost of revenue and
operations expense increased, primarily due to the growth in FUEL and digital
solutions, which have an inherently higher cost of revenue.



Product and technology. The product team creates and manages consumer and
dealer-facing innovation, manages consumer user experience and includes the
costs associated with our editorial, data strategy and search engine
optimization teams. The technology team develops and supports our products and
websites. Product and technology expense includes compensation costs,
hardware/software maintenance, software licenses, data center and other
infrastructure costs. Product and technology expense represents 12.9% and 10.7%
of total revenue for the three months ended September 30, 2021 and 2020,
respectively. Product and technology expense increased,

                                       18

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primarily due to the prior year's COVID-19 pandemic expense adjustments, as well as timing of software license costs and continued investment in the business.





Marketing and sales. Marketing and sales expense primarily consists of traffic
and lead acquisition costs (including search engine and other online marketing),
TV and digital display/video advertising and creative production, market
research, trade events and compensation costs for the marketing, sales and sales
support teams, as well as bad debt expense related to the allowance for doubtful
accounts. Marketing and sales expense represents 33.2% and 31.7% of total
revenue for the three months ended September 30, 2021 and 2020, respectively.
Marketing and sales expense increased, primarily due to the prior year COVID-19
pandemic expense adjustments, as well as, continued investment in marketing in
2021.



General and administrative. General and administrative expense primarily
consists of compensation costs for certain of the executive, finance, legal,
human resources, facilities and other administrative employees. In addition,
general and administrative expense includes office space rent, legal, accounting
and other professional services, transaction-related costs, severance,
transformation and other exit costs and costs related to the write-off and loss
on assets, excluding the goodwill and intangible asset impairment discussed
below. General and administrative expense represents 11.4% and 9.2% of total
revenue for the three months ended September 30, 2021 and 2020, respectively.
General and administrative expense increased, in part, due to the prior year
COVID-19 pandemic expense adjustments, as well as, increased compensation costs,
including stock-based compensation and investment in infrastructure of the
business.



Interest expense, net. Interest expense, net decreased by $1.3 million compared
to the prior year period. For information related to our debt, see Note 4 (Debt)
and Note 5 (Interest Rate Swap) to the accompanying Consolidated Financial
Statements included in Part I, Item 1., "Financial Statements" of this Quarterly
Report on Form 10-Q.



Income tax expense. The effective income tax rate, expressed by calculating the
Income tax expense as a percentage of Income before income taxes, was 5.4% for
the three months ended September 30, 2021, and the Income tax expense was $0.1
million.



Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30,
2020



                                   Nine Months Ended September 30,
(In thousands, except
percentages)                         2021                  2020             $ Change       % Change
Revenue:
 Dealer                         $      409,145       $         332,558     $   76,587              23 %
 OEM and National                       49,671                  53,167         (3,496 )            (7 )%
 Other                                   6,562                   8,770         (2,208 )           (25 )%
    Total revenue                      465,378                 394,495         70,883              18 %
Operating expenses:
 Cost of revenue and
operations                              84,978                  74,376         10,602              14 %
 Product and technology                 56,326                  42,359         13,967              33 %
 Marketing and sales                   156,468                 132,734         23,734              18 %
 General and administrative             46,800                  43,866          2,934               7 %
 Affiliate revenue share                     -                  10,970        (10,970 )           ***
 Depreciation and
amortization                            76,530                  87,529        (10,999 )           (13 )%
 Goodwill and intangible
asset impairment                             -                 905,885       (905,885 )           ***
   Total operating expenses            421,102               1,297,719       (876,617 )           (68 )%
    Operating income (loss)             44,276                (903,224 )      947,500             ***
Nonoperating expense:
 Interest expense, net                 (29,362 )               (26,229 )       (3,133 )            12 %
 Other income (expense), net                18                  (6,987 )        7,005             ***
   Total nonoperating
expense, net                           (29,344 )               (33,216 )        3,872             (12 )%
    Income (loss) before
income taxes                            14,932                (936,440 )      951,372             ***
    Income tax expense
(benefit)                                1,257                (112,101 )      113,358             ***
     Net income (loss)          $       13,675       $        (824,339 )   $  838,014             ***


*** Not meaningful



Dealer revenue. Dealer revenue represents 87.9% and 84.3% of total revenue for
the nine months ended September 30, 2021 and 2020, respectively. Dealer revenue
increased $76.6 million, or 23%, compared to the nine months ended September 30,
2020. Dealer revenue was impacted significantly by our response to the COVID-19
pandemic. In an effort to assist our dealer customers impacted by the COVID-19
pandemic and related restrictions, we provided, among other measures,
approximately $38.2 million of financial relief in

                                       19

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the form of certain invoice credits of 50% for April 2020 and 30% for May and
June 2020. In addition, we experienced continued growth in our FUEL and digital
solutions products, as well as a 5% increase in Dealer Customers.



OEM and National revenue. OEM and National revenue represents 10.7% and 13.5% of total revenue for the nine months ended September 30, 2021 and 2020, respectively. OEM and National revenue declined 7% due to pullbacks in OEM spending associated with fewer new model releases and continued inventory shortages, both driven by supply-chain disruptions.





Operating expenses. For the nine months ended September 30, 2020, several of the
financial statement line items described below were significantly lower as
compared to the nine months ended September 30, 2021, due to our management of
expenses in 2020 in response to the COVID-19 pandemic, as described above.



Cost of revenue and operations. Cost of revenue and operations expense represents 18.3% and 18.9% of total revenue for the nine months ended September 30, 2021 and 2020, respectively. Cost of revenue and operations expense increased, primarily due to the prior year's COVID-19 pandemic expense adjustments, as well as growth in FUEL and digital solutions, which have an inherently higher cost of revenue.





Product and technology. Product and technology expense represents 12.1% and
10.7% of total revenue for the nine months ended September 30, 2021 and 2020,
respectively. Product and technology expense increased, primarily due to the
prior year's COVID-19 pandemic expense adjustments, as well as, the timing of
software licenses and continued investment in the business.



Marketing and sales. Marketing and sales expense represents 33.6% of total
revenue for the nine months ended September 30, 2021 and 2020. Marketing and
sales expense increased, primarily due to the prior year's COVID-19 pandemic
expense adjustments.



General and administrative. General and administrative expense represents 10.1%
and 11.1% of total revenue for the nine months ended September 30, 2021 and
2020, respectively. General and administrative expense increased, primarily due
to the prior year's COVID-19 pandemic expense adjustments, as well as, increased
compensation costs, primarily related to stock-based compensation.



Affiliate revenue share. Affiliate revenue share expense ended in June 2020. For
information related to affiliates, see Note 7 (Unfavorable Contracts Liability)
in Part II, Item 8., "Financial Statements and Supplementary Data", of our
Annual Report on Form 10-K for the year ended December 31, 2020 as filed with
the SEC on February 25, 2021.



Depreciation and amortization. Depreciation and amortization expense decreased, primarily due to certain assets being fully depreciated and amortized as compared to the prior year period, partially offset by depreciation and amortization on additional assets acquired.

Goodwill and intangible asset impairment. As of March 31, 2020, we determined
there was a triggering event, caused by the economic impacts of the COVID-19
pandemic. We performed interim quantitative impairment tests as of March 31,
2020. The results of the goodwill and indefinite-lived intangible asset
impairment tests indicated that the carrying values exceeded the estimated fair
values and thus, we recorded an impairment of $505.9 million and $400.0 million,
respectively.



Interest expense, net. Interest expense, net increased by $3.1 million compared
to the prior year period, due to a higher overall interest rate on our
outstanding debt, partially offset by lower debt outstanding. For information
related to our debt, see Note 4 (Debt) and Note 5 (Interest Rate Swap) to the
accompanying Consolidated Financial Statements included in Part I, Item 1,
"Financial Statements" of this Quarterly Report on Form 10-Q.



Other income (expense), net. Other income (expense), net changed, primarily due
to the $9.4 million impairment of a non-marketable investment, triggered by the
COVID-19 pandemic during the first quarter of 2020. For information related to
the impairment, see Note 9 (Other Income (Expense), net) to the accompanying
Consolidated Financial Statements included in Part I, Item 1, "Financial
Statements" of this Quarterly Report on Form 10-Q.



Income tax expense (benefit). The effective income tax rate, expressed by
calculating the Income tax expense (benefit) as a percentage of Income (loss)
before income taxes, was 8.4% for the nine months ended September 30, 2021,
lower than the statutory federal income tax rate of 21%, primarily due to the
tax benefit realized on stock-based compensation, partially offset by the
valuation allowance on our net deferred tax asset position recorded during the
nine months ended September 30, 2021.



                                       20

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Liquidity and Capital Resources





Overview. Our primary sources of liquidity are cash flows from operations,
available cash reserves and debt capacity available under our credit facilities.
Our positive operating cash flow, along with our Revolving Loan described below,
provide adequate liquidity to meet our business needs, including those for
investments and strategic acquisitions. However, our ability to maintain
adequate liquidity for our operations in the future is dependent upon a number
of factors, including our revenue, macroeconomic conditions, the duration and
severity of the economic and operational impacts caused by the COVID-19
pandemic, our ability to contain costs, including capital expenditures, and to
collect accounts receivable, and various other factors, many of which are beyond
our direct control.



As discussed below, we are subject to certain financial and other covenants
contained in our debt agreements, as amended, including by the Third Amendment
to the Credit Agreement. For information related to the Credit Amendment, as
amended, see Note 8 (Debt) in Part II, Item 8., "Financial Statements and
Supplementary Data", of our Annual Report on Form 10-K for the year ended
December 31, 2020 as filed with the SEC on February 25, 2021.



We may also seek to raise funds through debt or equity financing in the future
to fund operations, significant investments or acquisitions that are consistent
with our strategy. If we need to access the capital markets, there can be no
assurance that financing may be available on attractive terms, if at all. As of
September 30, 2021, Cash and cash equivalents were $51.5 million and including
our undrawn Revolving Loan our total liquidity was $281.5 million.



Term Loan, Revolving Loan and Senior Unsecured Notes. As of September 30, 2021,
the outstanding aggregate principal amount of our debt was $490.0 million, at an
effective interest rate of 5.7%, including $90.0 million of outstanding
principal under our Term Loan, with an effective interest rate of 2.5% and
outstanding Senior Unsecured Notes of $400.0 million, at an effective interest
rate of 6.375%. These effective rates do not include the impact of the interest
rate swap. During the nine months ended September 30, 2021, we made $107.5
million in Term Loan payments, of which $100.0 million were voluntary
prepayments. As of September 30, 2021, we had $230.0 million available to borrow
under our Revolving Loan. Our borrowings are limited by our senior secured
leverage ratio and consolidated interest coverage ratio, which are calculated in
accordance with our Credit Agreement, and were 0.47x and 5.77x as of September
30, 2021, respectively and our total net leverage ratio, which is calculated in
accordance with our bond indenture, and was 2.30x.



Interest Rate Swap. The interest rate on borrowings under our Term Loan and
Revolving Loan is floating and, therefore, subject to fluctuations. In order to
manage the risk associated with changes in interest rates on our borrowing under
the initial Term Loan, we entered into an interest rate swap (the "Swap")
effective December 31, 2018. Under the terms of the Swap, we are locked into a
fixed rate of interest of 2.96% plus an applicable margin, on a notional amount
of $300 million until May 31, 2022. The Swap was initially designated as a cash
flow hedge of interest rate risk.



During the second quarter of 2020, we entered into the second amendment to the
Credit Agreement, which triggered a quantitative hedge effectiveness test that
resulted in the loss of hedge accounting. As a result, as of the date of the
second amendment, the unrealized loss included within Accumulated other
comprehensive loss was frozen and is now being ratably reclassified into Net
income (loss) over the remaining life of the Swap through Interest expense, net
and Income tax expense (benefit) within the Consolidated Statements of Income
(Loss). Subsequent to the second amendment, any change in the fair value of the
Swap is recorded within Other income (expense), net on the Consolidated
Statements of Income (Loss).



During the fourth quarter of 2020, we entered into the third amendment to the
Credit Agreement, which triggered a partial debt extinguishment, including a
partial extinguishment of our underlying Term Loan. Due to the reduction in our
Term Loan as compared to the notional amount of the Swap, we wrote-off a
proportional amount of the frozen Accumulated other comprehensive loss balance
as of the date of the partial extinguishment proportional to the reduction in
the underlying notional amount of our Term Loan. We will continue to amortize
the remaining Accumulated other comprehensive loss to Interest expense, net and
Income tax expense (benefit) within the Consolidated Statements of Income (Loss)
through the remainder of the term of the Swap. Any changes in the fair value of
the Swap will continue to be recorded within Other income (expense), net on the
Consolidated Statements of Income (Loss).



As of September 30, 2021, the fair value of the Swap was an unrealized loss of
$5.8 million, which is recorded in Other accrued liabilities on the Consolidated
Balance Sheets. As of December 31, 2020, the fair value of the Swap was an
unrealized loss of $12.1 million, of which $8.5 million and $3.6 million was
recorded in Other accrued liabilities and Other noncurrent liabilities,
respectively, on the Consolidated Balance Sheets. During the nine months ended
September 30, 2021 and 2020, $4.3 million and $2.5 million was reclassified from
Accumulated other comprehensive loss and recorded in Interest expense, net,
respectively. During the nine months ended September 30, 2021, we made payments
of $6.4 million related to the Swap and $0.7 million was reclassified as a tax
benefit from Accumulated other comprehensive loss into Income tax expense
(benefit) on the Consolidated Statements of Income (Loss).



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Cash Flows. Details of our cash flows are as follows (in thousands):

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