OUTFRONT Media Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of OUTFRONT Media Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of OUTFRONT Media Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 65 Table of Contents dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accounting for the MTA Agreement As described in Notes 2 and 19 to the consolidated financial statements, the Company has an agreement with the New York Metropolitan Transportation Authority (“MTA”). Under the MTA agreement, the Company is obligated to incur the costs and deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by the Company and the MTA. Title of the various digital displays transfers to the MTA on installation. As disclosed by management, the Company is entitled to generate revenue through the sale of advertising on transit advertising displays and incurs transit franchise fees payable to the MTA, which are calculated based on a percentage of the advertising revenues generated under the contract, subject to a minimum guarantee. In June 2020, the Company entered into an amendment to the MTA agreement, pursuant to which (i) for up to $143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70% and 30% of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as prepaid MTA equipment deployment costs, which were $204.6 million as of December 31, 2020. The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by the Company are recorded as intangible assets, which were $58.4 million as of December 31, 2020. Management assesses the recoverability of the MTA contract on an as needed basis and applies significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will not be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule. Additionally, management’s assessment includes a comparison of revenue projections of the deployed digital displays to actual financial results. The principal considerations for our determination that performing procedures relating to the accounting for the MTA agreement is a critical audit matter are the significant judgment by management in evaluating the accounting for the arrangement and associated amendments, and factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will not be sufficient to cover all or a portion of the equipment deployment costs, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s assessment of these factors. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the MTA equipment deployment costs, including controls over evaluating the recoverability of the MTA agreement. These procedures also included, among others (i) reading the agreement and associated amendments to assess the accounting implications, (ii) evaluating the actual revenue generated from the deployed digital displays in comparison to management’s 66 Table of Contents initial revenue projections, (iii) evaluating the Company’s actual installation of digital displays against the deployment schedule, and (iv) evaluating whether there were any adverse or negative factors that would impact the revenue projections, related to the impact of macroeconomic conditions, industry trends, and events specific to the Company. When evaluating management’s assessment, we also considered whether management’s conclusions were reasonable considering (i) the past performance of the Company, (ii) known events, and (iii) whether they were consistent with evidence obtained in other areas of the audit. Goodwill Impairment Assessment - U.S. Transit and Canada Reporting Units As described in Notes 2 and 5 to the consolidated financial statements, the Company’s goodwill balance was $2,077.8 million as of December 31, 2020, and the goodwill balances associated with the U.S. Transit and Canada reporting units were $47.6 million and $23.8 million, respectively. The Company tests goodwill qualitatively and/or quantitatively at the reporting-unit level annually for impairment as of October 31 of each year and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. As disclosed by management, management computes the estimated fair value of each reporting unit for which they perform a quantitative assessment by adding the present value of the estimated annual cash flows over a discrete projection period to the terminal value, which represents the value of the projected cash flows beyond the discrete projection period. This technique requires management to use significant estimates and assumptions such as revenue growth rates, terminal growth rates, projected billboard lease and transit franchise expenses, projected other operating and selling, general, and administrative expenses, capital expenditures and discount rates. The estimated revenue growth rates, projected billboard lease and transit franchise expenses, projected other operating and selling, general, and administrative expenses, and capital expenditures for the projection period are based on internal forecasts of future performance as well as historical trends. The terminal value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates represent the weighted average cost of capital derived using known and estimated market metrics. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the U.S. Transit and Canada reporting units is a critical audit matter are the significant judgment by management when developing the fair value measurement of the reporting units, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s estimated fair value of each reporting unit and significant assumptions related to the revenue growth rate, projected other operating and selling, general, and administrative expenses, and the discount rate for the U.S. Transit reporting unit, as well as the revenue growth rate, projected billboard lease and transit franchise expenses, and projected other operating and selling, general, and administrative expenses for the Canada reporting unit. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the U.S. Transit and Canada reporting units and development of the significant assumptions related to the revenue growth rate, projected other operating and selling, general, and administrative expenses, and the discount rate for the U.S. Transit reporting unit, as well as the revenue growth rate, projected billboard lease and transit franchise expenses, and projected other operating and selling, general, and administrative expenses for the Canada reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value of the reporting units, (ii) evaluating the appropriateness of the valuation technique, (iii) testing the completeness and accuracy of data used in the valuation technique, and (iv) evaluating the reasonableness of significant assumptions related to the revenue growth rate, projected other operating and selling, general, and administrative expenses, and the discount rate for the U.S. Transit reporting unit, as well as the revenue growth rate, projected billboard lease and transit franchise expenses, and projected other operating and selling, general, and administrative expenses for the Canada reporting unit. Evaluating management’s assumptions related to the revenue growth rates, projected billboard lease and transit franchise expenses, and projected other operating and selling, general, and administrative expenses involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether they were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s valuation technique and the discount rate assumption. /s/ PricewaterhouseCoopers LLP New York, New York February 26, 2021 We have served as the Company’s auditor since 2008. 67 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Financial Position As of December 31, (in millions) 2020 2019 Assets: Current assets: Cash and cash equivalents $ 710.4 $ 59.1 Restricted cash 1.6 1.8 Receivables, less allowances of $ 26.3 in 2020 and $ 12.1 in 2019 209.2 290.0 Prepaid lease and franchise costs 5.4 8.6 Prepaid MTA equipment deployment costs (Notes 5 and 19) — 55.4 Other prepaid expenses 14.4 15.8 Other current assets 33.7 5.1 Total current assets 974.7 435.8 Property and equipment, net (Note 4) 634.2 666.2 Goodwill (Note 5) 2,077.8 2,083.1 Intangible assets (Note 5) 547.5 550.9 Operating lease assets (Note 6) 1,421.3 1,457.0 Prepaid MTA equipment deployment costs (Notes 5 and 19) 204.6 116.1 Other assets 36.8 73.2 Total assets $ 5,896.9 $ 5,382.3 Liabilities: Current liabilities: Accounts payable $ 64.9 $ 67.9 Accrued compensation 35.0 56.1 Accrued interest 24.5 26.4 Accrued lease and franchise costs 65.8 55.3 Other accrued expenses 38.0 34.2 Deferred revenues 29.5 29.0 Short-term debt (Note 9) 80.0 195.0 Short-term operating lease liabilities (Note 6) 176.5 168.3 Other current liabilities 20.7 17.8 Total current liabilities 534.9 650.0 Long-term debt, net (Note 9) 2,620.8 2,222.1 Deferred income tax liabilities, net (Note 17) 14.6 18.0 Asset retirement obligation (Note 7) 35.9 35.1 Operating lease liabilities (Note 6) 1,252.0 1,285.1 Other liabilities 55.0 45.6 Total liabilities 4,513.2 4,255.9 Commitments and contingencies (Note 19) Preferred stock (2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2019- 50.0 shares authorized, and no shares issued and outstanding) (Note 11) 383.4 — Stockholders’ equity (Note 11): Common stock 2020 - 450.0 shares authorized, and 144.5 shares issued and outstanding; 2019 - 450.0 shares authorized, and 143.6 shares issued or outstanding) 1.4 1.4 Additional paid-in capital 2,090.8 2,074.7 Distribution in excess of earnings ( 1,100.4 ) ( 964.6 ) Accumulated other comprehensive loss (Note 10) ( 18.0 ) ( 17.7 ) Total stockholders’ equity 973.8 1,093.8 Non-controlling interests 26.5 32.6 Total equity 1,383.7 1,126.4 Total liabilities and equity $ 5,896.9 $ 5,382.3 See accompanying notes to consolidated financial statements. 68 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Operations Year Ended December 31, (in millions, except per share amounts) 2020 2019 2018 Revenues: Billboard $ 978.6 $ 1,189.9 $ 1,112.4 Transit and other 257.7 592.3 493.8 Total revenues 1,236.3 1,782.2 1,606.2 Expenses: Operating 710.8 958.6 859.9 Selling, general and administrative 315.1 371.7 330.2 Restructuring charges (Note 13) 5.8 0.3 2.1 Net gain on dispositions ( 13.7 ) ( 3.8 ) ( 5.5 ) Impairment charge — — 42.9 Depreciation 84.5 87.3 85.9 Amortization 61.3 59.0 55.9 Total expenses 1,163.8 1,473.1 1,371.4 Operating income 72.5 309.1 234.8 Interest expense, net ( 131.1 ) ( 134.9 ) ( 125.7 ) Loss on extinguishment of debt — ( 28.5 ) — Other income (expense), net 0.1 0.1 ( 0.4 ) Income (loss) before provision for income taxes and equity in earnings of investee companies ( 58.5 ) 145.8 108.7 Provision for income taxes ( 1.1 ) ( 10.9 ) ( 4.9 ) Equity in earnings of investee companies, net of tax ( 0.6 ) 5.7 4.1 Net income (loss) before allocation to non-controlling interests ( 60.2 ) 140.6 107.9 Net income attributable to non-controlling interests 0.8 0.5 — Net income (loss) attributable to OUTFRONT Media Inc. $ ( 61.0 ) $ 140.1 $ 107.9 Net income (loss) per common share: Basic $ ( 0.56 ) $ 0.97 $ 0.76 Diluted $ ( 0.56 ) $ 0.97 $ 0.75 Weighted average shares outstanding: Basic 144.3 142.5 139.3 Diluted 144.3 143.2 139.6 See accompanying notes to consolidated financial statements. 69 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31, (in millions) 2020 2019 2018 Net income (loss) before allocation to non-controlling interests $ ( 60.2 ) $ 140.6 $ 107.9 Net income attributable to non-controlling interests 0.8 0.5 — Net income (loss) attributable to OUTFRONT Media Inc. ( 61.0 ) 140.1 107.9 Other comprehensive income (loss), net of tax: Cumulative translation adjustments 3.1 8.2 ( 14.5 ) Net actuarial gain (loss) ( 2.4 ) ( 1.7 ) 2.6 Change in fair value of interest rate swap agreements ( 1.0 ) ( 2.2 ) ( 2.4 ) Total other comprehensive income (loss), net of tax ( 0.3 ) 4.3 ( 14.3 ) Total comprehensive income (loss) $ ( 61.3 ) $ 144.4 $ 93.6 See accompanying notes to consolidated financial statements. 70 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Equity Stockholders’ Equity (in millions, except per share amounts) Shares of Common Stock Common Stock $ 0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity Balance as of December 31, 2017 138.6 $ 1.4 $ 1,963.0 $ ( 775.6 ) $ ( 7.7 ) $ 1,181.1 $ 45.5 $ 1,226.6 Net income — — — 107.9 — 107.9 — 107.9 Other comprehensive loss — — — — ( 14.3 ) ( 14.3 ) — ( 14.3 ) Stock-based payments: Vested 1.0 — — — — — — — Amortization — — 20.2 — — 20.2 — 20.2 Shares paid for tax withholding for stock-based payments ( 0.3 ) — ( 8.4 ) — — ( 8.4 ) — ( 8.4 ) Class A equity interest redemptions 0.2 — 4.8 — — 4.8 ( 4.8 ) — Shares issued under the ATM Program 0.7 — 15.3 — — 15.3 — 15.3 Dividends ($ 1.44 per share) — — — ( 203.9 ) — ( 203.9 ) — ( 203.9 ) Other — — 0.1 — — 0.1 1.8 1.9 Balance as of December 31, 2018 140.2 $ 1.4 $ 1,995.0 $ ( 871.6 ) $ ( 22.0 ) $ 1,102.8 $ 42.5 $ 1,145.3 Cumulative effect of a new accounting standard — — — ( 24.8 ) — ( 24.8 ) — ( 24.8 ) Net income — — — 140.1 — 140.1 0.5 140.6 Other comprehensive income — — — — 4.3 4.3 — 4.3 Stock-based payments: Vested 1.0 — — — — — — — Amortization — — 22.3 — — 22.3 — 22.3 Shares paid for tax withholding for stock-based payments ( 0.4 ) — ( 7.9 ) — — ( 7.9 ) — ( 7.9 ) Class A equity interest redemptions 0.6 — 14.3 — — 14.3 ( 14.3 ) — Shares issued under the ATM Program 2.2 — 50.8 — — 50.8 — 50.8 Dividends ($ 1.44 per share) — — — ( 208.3 ) — ( 208.3 ) — ( 208.3 ) Other — — 0.2 — — 0.2 3.9 4.1 Balance as of December 31, 2019 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4 71 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Equity (Continued) Stockholders’ Equity (in millions, except per share amounts) Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value) Shares of Common Stock Common Stock ($ 0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Non-Controlling Interests Total Equity Balance as of December 31, 2019 — $ — 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4 Net loss — — — — — ( 61.0 ) — ( 61.0 ) 0.8 ( 60.2 ) Other comprehensive income — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 ) Stock-based payments: Vested — — 1.1 — — — — — — — Amortization — — — — 23.8 — — 23.8 — 23.8 Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 12.8 ) — — ( 12.8 ) — ( 12.8 ) New share issues 0.4 383.4 — — — — — — — 383.4 Class A equity interest redemptions — — 0.2 — 5.1 — — 5.1 ( 5.1 ) — Series A Preferred Stock dividends 7 %) — — — — — ( 19.5 ) — ( 19.5 ) — ( 19.5 ) Dividends ($ 0.38 per share) — — — — — ( 55.3 ) — ( 55.3 ) — ( 55.3 ) Other — — — — — — — — ( 1.8 ) ( 1.8 ) Balance as of December 31, 2020 0.4 $ 383.4 144.5 $ 1.4 $ 2,090.8 $ ( 1,100.4 ) $ ( 18.0 ) $ 973.8 $ 26.5 $ 1,383.7 See accompanying notes to consolidated financial statements. 72 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2020 2019 2018 Operating activities: Net income (loss) attributable to OUTFRONT Media Inc. $ ( 61.0 ) $ 140.1 $ 107.9 Adjustments to reconcile net income to net cash flow provided by operating activities: Net income attributable to non-controlling interests 0.8 0.5 — Depreciation and amortization 145.8 146.3 141.8 Deferred tax (benefit) provision ( 2.8 ) 0.2 ( 0.4 ) Stock-based compensation 23.8 22.3 20.2 Provision for doubtful accounts 20.1 5.3 1.9 Accretion expense 2.6 2.5 2.4 Net gain on dispositions ( 13.7 ) ( 3.8 ) ( 5.5 ) Impairment charge — — 42.9 Loss on extinguishment of debt — 28.5 — Equity in earnings of investee companies, net of tax 0.6 ( 5.7 ) ( 4.1 ) Distributions from investee companies 2.2 4.9 3.0 Amortization of deferred financing costs and debt discount and premium 6.6 7.9 5.7 Change in assets and liabilities, net of investing and financing activities: (Increase) decrease in receivables 60.8 ( 29.5 ) ( 37.2 ) Increase in prepaid MTA equipment deployment costs ( 33.1 ) ( 92.0 ) ( 74.8 ) (Increase) decrease in prepaid expenses and other current assets ( 25.5 ) 3.5 ( 0.2 ) Increase (decrease) in accounts payable and accrued expenses ( 12.7 ) 37.4 23.6 Increase in operating lease assets and liabilities 10.7 6.7 — Increase (decrease) in deferred revenues 0.9 ( 0.8 ) 8.5 Increase (decrease) in income taxes 0.5 0.2 ( 3.1 ) Other, net 4.0 2.4 ( 18.3 ) Net cash flow provided by operating activities 130.6 276.9 214.3 Investing activities: Capital expenditures ( 53.5 ) ( 89.9 ) ( 82.3 ) Acquisitions ( 18.1 ) ( 69.7 ) ( 7.0 ) MTA franchise rights ( 23.6 ) ( 24.0 ) ( 13.3 ) Proceeds from dispositions 40.0 5.8 7.9 Return of investment in investee companies 2.0 1.5 4.3 Net cash flow used for investing activities ( 53.2 ) ( 176.3 ) ( 90.4 ) Financing activities: Proceeds from long-term debt borrowings 895.0 1,270.0 104.0 Repayments of long-term debt borrowings ( 495.0 ) ( 1,191.5 ) ( 104.0 ) Proceeds from borrowings under short-term debt facilities 15.0 505.0 245.0 Repayments of borrowings under short-term debt facilities ( 130.0 ) ( 470.0 ) ( 165.0 ) Payments of deferred financing costs ( 7.7 ) ( 22.1 ) ( 0.3 ) Payments of debt extinguishment charges — ( 20.6 ) — Proceeds from Series A Preferred Stock issuances 383.4 — — Proceeds from shares issued under the ATM Program — 50.9 15.3 Earnout payment related to prior acquisition — — ( 0.4 ) Taxes withheld for stock-based compensation ( 12.6 ) ( 7.9 ) ( 8.4 ) Dividends ( 75.1 ) ( 208.1 ) ( 203.9 ) Net cash flow provided by (used for) financing activities 573.0 ( 94.3 ) ( 117.7 ) 73 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows (Continued) Year Ended December 31, (in millions) 2020 2019 2018 Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.7 0.5 ( 0.4 ) Net increase in cash, cash equivalents and restricted cash 651.1 6.8 5.8 Cash, cash equivalents and restricted cash at beginning of year 60.9 54.1 48.3 Cash, cash equivalents and restricted cash at end of year $ 712.0 $ 60.9 $ 54.1 Supplemental disclosure of cash flow information: Cash paid for income taxes (Note 17) $ 3.4 $ 10.5 $ 8.4 Cash paid for interest 127.6 121.5 117.5 Non-cash operating, investing and financing activities: Accrued purchases of property and equipment $ 3.3 $ 7.7 $ 5.8 Accrued MTA franchise rights 6.5 4.0 1.4 Non-cash effect of straight-line rent 11.2 6.9 1.9 Taxes withheld for stock-based compensation 0.2 — — See accompanying notes to consolidated financial statements. 74 OUTFRONT Media Inc. Notes to Consolidated Financial Statements Note 1. Description of Business and Basis of Presentation Description of Business OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. In total, we have displays in all of the 25 largest markets in the U.S. and 145 markets across the U.S. and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment, for a purchase price of approximately $ 34.6 million in cash, subject to closing and post-closing adjustments (see Note 14. Acquisitions and Dispositions : Dispositions to the Consolidated Financial Statements). The Sports Marketing operating segment was the marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States. The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements. Basis of Presentation and Use of Estimates The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the years presented. Certain reclassifications of prior years’ data have been made to conform to the current period’s presentation. Consistent with 2020, amortization of direct lease acquisition costs previously reported in Amortization have been reclassified to conform with the current presentation. The impact of the reclassification is a decrease in Amortization of $ 48.2 million in 2019 and $ 43.2 million in 2018 and a corresponding increase in Selling, general and administrative expenses (“ SG&A ”) on the Consolidated Statements of Operations. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (COVID-19) pandemic, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions, including the severity and duration of the COVID-19 pandemic. The COVID-19 pandemic and the related preventative measures taken to help curb the spread, have had, and may continue to have, a significant impact on the global economy and our business. In order to preserve financial flexibility and increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business, we undertook the following actions in 2020, among others: completed the Private Placement (see Note 11. Equity to the Consolidated Financial Statements), issued $ 400.0 million aggregate principal amount of the 2025 Notes (as defined below) and amended the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio (see Note 9. Debt to the Consolidated Financial Statements) and reduced capital expenditures and expenses through cost savings initiatives. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material. 75 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 2. Summary of Significant Accounting Policies Principles of Consolidation— The consolidated financial statements include the accounts of OUTFRONT Media Inc. and all of its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participating rights. Investments over which we have a significant influence or ownership of more than 20 % but less than or equal to 50 %, without a controlling interest, are accounted for under the equity method. Investments of 20 % or less, over which we have no significant influence, that do not have a readily determinable fair value, are measured at cost less impairment, if any. Intercompany transactions have been eliminated. Cash and Cash Equivalents and Restricted Cash —Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments. We classify cash balances that are legally restricted pursuant to contractual arrangements as restricted cash. Receivables —Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends. New York Metropolitan Transportation Authority (the “MTA”) Agreement— Under the MTA Agreement, as title of the various digital displays we are obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent our property and equipment. The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated. The short-term portion of Prepaid MTA equipment deployment costs represents the costs that we expect to recover from the MTA in the next twelve months. The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by us under the contract are recorded as Intangible assets on the Consolidated Statement of Financial Position and charged to amortization expense on a straight line basis over the contract period. We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions (such as the impact of the COVID-19 pandemic), industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule. Additionally, we assess these factors by comparing revenue projections of the deployed digital displays to actual financial results. Property and Equipment —Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Buildings 20 to 40 years Advertising structures 5 to 20 years Furniture, equipment and other 3 to 10 years For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized. Construction in progress includes all costs capitalized related to projects, primarily related to in-process digital conversion and development, which have yet to be placed in service. Business Combinations and Asset Acquisitions —We routinely acquire out-of-home advertising assets, including advertising structures, permits and leasehold agreements. We determine the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do 76 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) not constitute a business, we allocate the purchase price to the individual tangible and intangible assets acquired based on their relative fair values. Impairment of Long-Lived Assets— Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a non-cash charge. Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell. Goodwill— Goodwill is allocated to various reporting units. Goodwill is not amortized but is tested qualitatively and/or quantitatively at the reporting-unit level annually for impairment as of October 31 of each year and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. A qualitative test assesses macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other relevant entity specific events, as well as events affecting a reporting unit. If after the qualitative assessment, we determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment. We may also choose to only perform a quantitative assessment. We compute the estimated fair value of each reporting unit for which we perform a quantitative assessment using an income approach. Under the income approach, the fair value is determined using a discounted cash flow model. Our discounted cash flow value is calculated by adding the present value of the estimated annual cash flows over a discrete projection period to the terminal value, which represents the value of the projected cash flows beyond the discrete projection period. Our discounted cash flow model requires us to use significant estimates and assumptions such as revenue growth rates, terminal growth rates, projected billboard lease and transit franchise expenses, projected other operating and selling, general and administrative expenses, capital expenditures and discount rates. The estimated revenue growth rates, projected billboard lease and transit franchise expenses, projected other operating and selling, general and administrative expenses and capital expenditures for the projection period are based on our internal forecasts of future performance as well as historical trends. The terminal value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates represent the weighted average cost of capital derived using known and estimated market metrics. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair values of our reporting units, which could result in additional impairment charges in the future. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded as a non-cash charge for the difference up to the carrying value of the goodwill. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Intangible Assets —Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Leases (Lessees) —We generally lease the underlying sites upon which the physical billboard structures on which we display advertising copy for our customers are located. We also have leases for office and warehouse spaces. All leases are recorded on the Consolidated Statement of Financial Position and we recognize lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components from contracts. Many of our leases include one or more options to renew, with renewal terms that can extend the lease term for varying lengths of time. These renewal provisions typically require consent of both parties. Many of our leases also contain termination provisions at our option, based on a variety of factors, including termination due to changing economic conditions of the related billboard location. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement or amendment. We rent or sublease certain real estate to third parties. 77 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) As a result of the adoption of the lease standard on January 1, 2019, we recorded a cumulative-effect adjustment of $ 24.8 million to beginning Distribution in excess of earnings on the Consolidated Statement of Equity for lease costs which would have been recognized in prior periods as a result of the change in the lease term. Leases (Lessors) —Our agreements with customers to advertise on our billboards are considered operating leases. Substantially all of our advertising structures (see Note 4. Property and Equipment, Net ) are utilized to lease advertising space to customers, for which the contracts are accounted for as rental income. Billboard display revenues are recognized as rental income on a straight-line basis over the customer lease term. We exclude from rental income all taxes assessed by a governmental authority that we collect from customers. These operating leases are short-term in duration, typically a term of 4 weeks to one year and do not include any variable lease provisions or options to extend the lease. Certain contracts may include provisions for the early termination of the lease after an agreed upon notice period. We account for non-lease installation services and the lease associated with providing advertising space on our billboards as a combined component under the lease standard. Hedging Activities —We utilize interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate. These interest rate swaps have been designated and qualify as cash flow hedges and, as a result, changes in the fair value of these swaps are recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income. Revenue Recognition —We derive Revenues from the following sources: (i) billboard displays, (ii) transit displays, and (iii) other. Billboard display revenues are derived from providing advertising space to customers on our physical billboards or other outdoor structures. We generally (i) own the physical structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon, and (iii) lease the underlying sites. Billboard display revenues and installation services are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term. Transit display revenues are derived from agreements with municipalities and transit operators, which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks and transit platforms. Transit display contracts typically require the installation and delivery of multiple advertising displays, for which locations are not specifically identified. Installation services are highly interdependent with the provision of advertising space, and therefore the installation and display of advertising is recognized as a single performance obligation. Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period. Other revenues are derived primarily from providing print production services for advertisements to be displayed on our billboards or other outdoor sites, or on displays that we operate within transit systems. Print production services are not interrelated with the provision of advertising space and are considered a distinct performance obligation. Production revenue is recognized over the production period, which is typically very short in duration. Our billboard display and transit display contracts with customers range from four weeks to one year and billing commences at the beginning of the contract term, with payment generally due within 30 days of billing. For the majority of our contracts, transaction prices are explicitly stated. Any contracts with transaction prices that contain multiple performance obligations are allocated primarily based on a relative standalone selling price basis. Deferred revenues primarily consist of revenues paid in advance of being earned. For all revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). We are considered the principal in our arrangements and report revenues on a gross basis, wherein the amounts billed to customers are recorded as revenues, and amounts paid to municipalities, transit operators and suppliers are recorded as expenses. We are considered the principal because we control the advertising space before and after the contract term, are primarily responsible to our customers, have discretion in pricing and typically have inventory risk. For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross advertising spending, our Revenues are reported net of agency commissions. 78 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Concentration of Credit Risk— In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate. Billboard Property Lease and Transit Franchise Expenses —Our billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues we generate from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months . The fixed component of lease costs is expensed evenly over the non-cancellable contract term, and contingent rent is expensed as incurred when the related revenues are recognized. Our transit franchise agreements have fixed terms, are typically terminable for convenience at the option of the governmental entity (other than with respect to the New York Metropolitan Transportation Authority (the “MTA”)), and generally provide for payments to the governmental entity based on a percentage of revenues generated under the contract and/or a guaranteed minimum annual payment. The costs which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the guaranteed minimum annual payment is expensed over the contract term. Direct Lease Acquisition Costs— Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year . Amortization of direct lease acquisition costs are presented within SG&A in the accompanying Consolidated Statements of Operations. Foreign Currency Translation and Transactions— The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. Any gain or loss on translation is included within other comprehensive income (loss) and Accumulated other comprehensive loss on our Consolidated Statement of Financial Position. Foreign currency transaction gains and losses are included in Other income (expense), net, on the Consolidated Statements of Operations. Income Taxes— As of July 17, 2014, we began operating as a REIT. Accordingly, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and certain of our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, the taxable income of our TRSs will be subject to federal, state and foreign income taxation at regular corporate rates. Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. We have applied the FASB’s guidance relating to uncertainty in income taxes recognized. Under this guidance we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. Asset Retirement Obligation —An asset retirement obligation is established for the estimated future obligation, upon termination or non-renewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value. Accretion of the liability is recognized in selling, general and administrative expenses and the capitalized cost is depreciated over the expected useful life of the related asset. 79 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Stock-based Compensation —We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Adoption of New Accounting Standards In the first quarter of 2020, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for evaluating and determining when a cloud computing arrangement (hosting arrangement) includes a software license. The adoption of this guidance did not have a material effect on our consolidated financial statements. In the first quarter of 2020, we adopted the FASB’s guidance which requires a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The application of this guidance was limited to our receivables that are not related to rental income, which is accounted for under the lease accounting standard. The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends. The adoption of this guidance did not have a material effect on our financial statements. We have recorded a Provision for doubtful accounts of $ 20.1 million in 2020, for all receivables, which includes an estimate of the impact from the COVID-19 pandemic on future collections. Recent Pronouncements In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes . The new guidance is effective for annual and interim periods beginning after December 15, 2020. We do not expect this guidance to have a material effect on our consolidated financial statements. In March 2020 (updated in January 2021), the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance is effective for all entities as of March 12, 2020, through December 31, 2022. We do not expect this guidance to impact our accounting for our existing debt and hedging instruments. Note 3. Restricted Cash We have an escrow agreement in connection with one of our transit franchise contracts, which requires us to deposit funds into an escrow account to fund capital expenditures over the term of the transit franchise contract. As of December 31, 2020, we have $ 1.6 million of restricted cash deposited in the escrow account. As of (in millions) December 31, 2020 December 31, 2019 December 31, 2018 Cash and cash equivalents $ 710.4 $ 59.1 $ 52.7 Restricted cash 1.6 1.8 1.4 Cash, cash equivalents and restricted cash $ 712.0 $ 60.9 $ 54.1 80 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 4. Property and Equipment, Net The table below presents the balances of major classes of assets and accumulated depreciation. As of December 31, (in millions) 2020 2019 Land $ 98.0 $ 98.8 Buildings 48.3 50.4 Advertising structures 1,897.7 1,866.1 Furniture, equipment and other 168.5 153.1 Construction in progress 25.1 25.4 2,237.6 2,193.8 Less accumulated depreciation 1,603.4 1,527.6 Property and equipment, net $ 634.2 $ 666.2 Depreciation expense was $ 84.5 million in 2020, $ 87.3 million in 2019 and $ 85.9 million in 2018. Note 5. Long-Lived Assets The assumptions and estimates used in our analyses below require significant judgment about future events, market conditions and financial performance. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, actual results may differ materially from these assumptions and estimates, which may result in impairment charges of our long-lived assets in the future. Goodwill For the years ended December 31, 2020 and 2019, the changes in the book value of goodwill by segment were as follows: (in millions) U.S. Media Other Total As of December 31, 2018 $ 2,054.0 $ 25.7 $ 2,079.7 Currency translation adjustments — 3.4 3.4 As of December 31, 2019 2,054.0 29.1 2,083.1 Disposition (a) — ( 5.9 ) ( 5.9 ) Currency translation adjustments — 0.6 0.6 As of December 31, 2020 $ 2,054.0 $ 23.8 $ 2,077.8 (a) In the third quarter of 2020, we completed the Sports Disposition. (See Note 14. Acquisitions and Dispositions : Dispositions to the Consolidated Financial Statements.) In the first quarter of 2020, we performed a qualitative assessment to determine if there has been a triggering event and impairment of goodwill as a result of the COVID-19 pandemic. As a result of the analysis performed, we determined that it was not “more likely than not” that the carrying value of any of our reporting units exceeded their fair value and no further evaluation of goodwill was necessary. We did not identify a triggering event in 2020. In the fourth quarter of 2020, we performed a quantitative test of our reporting units for possible goodwill impairment and no goodwill impairment was identified. As of December 31, 2020, the goodwill balances associated with the U.S. Billboard reporting unit was $ 2.0 billion, the U.S. Transit reporting unit was $ 47.6 million and the Canada reporting unit was $ 23.8 million. 81 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Intangible Assets Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals. Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Net As of December 31, 2020: Permits and leasehold agreements $ 1,190.0 $ ( 777.1 ) $ 412.9 Franchise agreements 514.7 ( 383.7 ) 131.0 Other intangible assets 45.8 ( 42.2 ) 3.6 Total intangible assets $ 1,750.5 $ ( 1,203.0 ) $ 547.5 As of December 31, 2019: Permits and leasehold agreements $ 1,153.3 $ ( 735.7 ) $ 417.6 Franchise agreements 497.4 ( 371.1 ) 126.3 Other intangible assets 47.1 ( 40.1 ) 7.0 Total intangible assets $ 1,697.8 $ ( 1,146.9 ) $ 550.9 All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $ 61.3 million in 2020, $ 59.0 million in 2019 and $ 55.9 million in 2018. We expect our aggregate annual amortization expense for intangible assets for each of the years 2021 through 2025, to be as follows: (in millions) 2021 2022 2023 2024 2025 Amortization expense $ 61.1 $ 55.9 $ 54.2 $ 51.9 $ 48.8 MTA Agreement In the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for an impairment review of our Prepaid MTA equipment deployment costs and related intangible assets. After updating our projections to reflect related declines in revenues in 2020 and delays in our anticipated deployment schedule as a result of the impact of the COVID-19 pandemic, among other things, no impairment was identified. In the second, third and fourth quarters of 2020, we updated our projections and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs . Since we did not recoup any equipment deployment costs in 2020 and it is unlikely we will recoup any equipment deployment costs in 2021, as of December 31, 2020, we have reclassified amounts previously included in current Prepaid MTA equipment deployment costs to non-current Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position. Note 6. Leases Lessee As of December 31, 2020, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 176.5 million and non-current operating lease liabilities of $1.3 billion. As of December 31, 2019, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 168.3 million and non-current operating lease liabilities of $1.3 billion. In 2020, we recorded operating lease costs of $ 387.2 million in Operating expenses and $ 8.6 million in SG&A. In 2020, variable operating lease costs were $ 71.2 million. In 2019, we recorded operating lease costs of $ 406.8 million in Operating 82 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) expenses and $ 8.6 million in SG&A . In 2019, variable operating lease costs were $ 93.0 million. In 2020 and 2019, sublease income was immaterial. As of December 31, 2020, minimum rental payments under operating leases are as follows: (in millions) Operating Leases 2021 $ 250.7 2022 249.7 2023 226.9 2024 194.9 2025 155.5 2026 and thereafter 889.1 Total operating lease payments 1,966.8 Less: Interest 538.3 Present value of lease liabilities $ 1,428.5 As of December 31, 2020, the weighted-average remaining lease term was 10.2 years and the weighted-average discount rate was 5.6 %. As of December 31, 2019, the weighted-average remaining lease term was 10.3 years and the weighted-average discount rate was 6.0 %. In 2020, cash paid for operating leases was $ 384.7 million and leased assets obtained in exchange for new operating lease liabilities was $ 209.6 million. In 2019, cash paid for operating leases was $ 402.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 421.0 million. Lessor We recorded rental income of $ 945.4 million in 2020 and $ 1,149.8 million in 2019 in Revenues on our Consolidated Statement of Operations. As of December 31, 2020, rental payments to be received under non-cancellable operating leases are as follows: (in millions) Rental Income 2021 $ 381.8 2022 26.5 2023 9.0 2024 5.9 2025 3.9 2026 and thereafter 0.5 Total minimum payments $ 427.6 83 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 7. Asset Retirement Obligation The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience. Year Ended December 31, (in millions) 2020 2019 Balance, at beginning of period $ 35.1 $ 34.2 Accretion expense 2.6 2.5 Additions 0.3 0.3 Liabilities settled ( 2.2 ) ( 2.1 ) Foreign currency translation adjustments 0.1 0.2 Balance, at end of period $ 35.9 $ 35.1 Note 8. Related Party Transactions Joint Ventures We have a 50 % ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which operate a total of eight billboard displays in New York and Boston. All of these ventures are accounted for as equity investments. These investments totaled $ 10.5 million as of December 31, 2020, and $ 15.4 million as of December 31, 2019, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 4.6 million in 2020, $ 8.4 million in 2019 and $ 7.8 million in 2018. 84 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 9. Debt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2020 2019 Short-term debt: AR Facility $ — $ 105.0 Repurchase Facility 80.0 90.0 Total short-term debt 80.0 195.0 Long-term debt: Term loan, due 2026 597.8 597.5 Senior unsecured notes: 5.625 % senior unsecured notes, due 2024 501.3 501.7 6.250 % senior unsecured notes, due 2025 400.0 — 5.000 % senior unsecured notes, due 2027 650.0 650.0 4.625 % senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 2,051.3 1,651.7 Debt issuance costs ( 28.3 ) ( 27.1 ) Total long-term debt, net 2,620.8 2,222.1 Total debt, net $ 2,700.8 $ 2,417.1 Weighted average cost of debt 4.5 % 4.5 % Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 1.9 % per annum as of December 31, 2020. As of December 31, 2020, a discount of $ 2.2 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations. Revolving Credit Facility 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 December 31, 2020, 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 $ 1.4 million in 2020, $ 1.6 million in 2019 and $ 1.4 million in 2018. As of December 31, 2020, we had issued letters of credit totaling approximately $ 1.6 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of December 31, 2020, we had issued letters of credit totaling approximately $ 71.7 million under our aggregate $ 78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities in 2020, 2019 and 2018 were immaterial. 85 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Accounts Receivable Securitization Facilities As of December 31, 2020, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended, and a 364-day uncommitted structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”), which terminates in June 2021, as described below, unless further extended. On June 18, 2020, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) entered into amendments to certain of the agreements governing the Repurchase Facility, pursuant to which the Company, among other things, (i) decreased the maximum borrowing capacity under the Repurchase Facility from $ 90.0 million to $ 80.0 million; and (ii) extended the term of the Repurchase Facility so that it will terminate on June 29, 2021 , unless further extended. In connection with the AR Securitization Facilities, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility. As of December 31, 2020, there were no outstanding borrowings under the AR Facility and $ 80.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing rate of approximately 1.9 %. As of December 31, 2020, there was no borrowing capacity remaining under the AR Facility based on approximately $ 239.8 million of accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was no borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial in 2020, 2019 and 2018. In January 2021, we repaid $ 80.0 million under the Repurchase Facility. As of February 25, 2021, there were no outstanding borrowings under the Repurchase Facility. Senior Unsecured Notes On May 15, 2020, 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 $ 400.0 million aggregate principal amount of 6.250 % Senior Unsecured Notes due 2025 (the “2025 Notes”) in a private placement. The 2025 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 2025 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2020 . On or after June 15, 2022, the Borrowers may redeem at any time, or from time to 86 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) time, some or all of the 2025 Notes. Prior to such date, the Borrowers may redeem up to 40 % of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount of the 2025 Notes remain outstanding after the redemption. In May 2020, we used the net proceeds from the 2025 Notes, together with cash on hand, to repay $ 400.0 million of outstanding borrowings under our Revolving Credit Facility and to pay fees and expenses in connection with the offering of the 2025 Notes. As of December 31, 2020, a premium of $ 1.3 million on $ 100.0 million aggregate principal amount of the 5.625 % Senior Unsecured Notes due 2024 (the “2024 Notes”), remains unamortized. The premium is being amortized through Interest expense, net , on the Consolidated Statement of Operations. On January 19, 2021, 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. Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021 . On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes. Prior to such date the Borrowers may redeem up to 40 % of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption. On February 16, 2021, we used the net proceeds from the issuance of the 2029 Notes, together with cash on hand, to redeem all of our outstanding 2024 Notes and to pay accrued and unpaid interest on the 2024 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2029 Notes offering and the 2024 Notes redemption. In the first quarter of 2021, we recorded a Loss on extinguishment of debt of $ 6.3 million relating to the 2024 Notes on the Consolidated Statement of Operations. Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of December 31, 2020, our Consolidated Total Leverage Ratio was 9.9 to 1.0 in accordance with the Credit Agreement. The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) 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 December 31, 2020, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement. As of December 31, 2020, 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 87 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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 11. Equity to the Consolidated Financial Statements). Deferred Financing Costs As of December 31, 2020, we had deferred $ 32.6 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities 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 Securitization Facilities and our senior unsecured notes. Interest Rate Swap Agreements 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 $ 5.6 million as of December 31, 2020, and $ 4.6 million as of December 31, 2019, and is included in Other liabilities on our Consolidated Statement of Financial Position. As of December 31, 2020, under the terms of the 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 December 31, 2020. Fair Value Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.8 billion as of December 31, 2020 and $ 2.5 billion as of December 31, 2019. The fair value of our debt as of both December 31, 2020 and 2019 is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 5.6 million as of December 31, 2020, and $ 4.6 million as of December 31, 2019. The aggregate fair value of our interest rate cash flow swap agreements as of both December 31, 2020 and 2019, is classified as Level 2. 88 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 10. Accumulated Other Comprehensive Loss The following table presents the changes in the components of accumulated other comprehensive loss. (in millions) Cumulative Translation Adjustments Net Actuarial Gain (Loss) Loss on Interest Rate Cash Flow Swaps Accumulated Other Comprehensive Loss As of December 31, 2017 $ 1.9 $ ( 9.6 ) $ — $ ( 7.7 ) Other comprehensive income (loss) before reclassifications ( 14.5 ) 1.9 ( 2.4 ) ( 15.0 ) Amortization of actuarial losses reclassified to net income (a) — 0.7 — 0.7 Total other comprehensive income (loss), net of tax ( 14.5 ) 2.6 ( 2.4 ) ( 14.3 ) As of December 31, 2018 ( 12.6 ) ( 7.0 ) ( 2.4 ) ( 22.0 ) Other comprehensive income (loss) before reclassifications 8.2 ( 2.0 ) ( 2.2 ) 4.0 Amortization of actuarial losses reclassified to net income (a) — 0.3 — 0.3 Total other comprehensive income (loss), net of tax 8.2 ( 1.7 ) ( 2.2 ) 4.3 As of December 31, 2019 ( 4.4 ) ( 8.7 ) ( 4.6 ) ( 17.7 ) Other comprehensive income (loss) before reclassifications 3.1 ( 2.8 ) ( 1.0 ) ( 0.7 ) Amortization of actuarial losses reclassified to net income (a) — 0.4 — 0.4 Total other comprehensive income (loss), net of tax 3.1 ( 2.4 ) ( 1.0 ) ( 0.3 ) As of December 31, 2020 $ ( 1.3 ) $ ( 11.1 ) $ ( 5.6 ) $ ( 18.0 ) (a) See Note 16. Retirement Benefits to the Consolidated Financial Statements for additional details of items reclassified from accumulated other comprehensive loss to net income. Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax benefit of $ 0.9 million in 2020 and $ 0.6 million in 2019 and a tax provision of $ 1.0 million in 2018. Note 11. Equity As of December 31, 2020, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized; 144,506,964 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized with 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $ 0.01 per share, issued and outstanding. On April 20 2020 (the “Closing Date”), the Company issued and sold an aggregate of 400,000 shares of Series A Preferred Stock, par value $ 0.01 per share, at a purchase price of $ 1,000 per share, for an aggregate purchase price of $ 400.0 million (the “Private Placement”) to certain affiliates of Providence Equity Partners LLC (collectively, the “Providence Purchasers”) and ASOF Holdings L.L.P. and Ares Capital Corporation (collectively, the “Ares Purchasers” and, together with the Providence Purchasers, the “Purchasers”). The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share, with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0 % per year, payable quarterly in arrears. The dividend rate will increase by an additional 0.75 % annually following the eighth anniversary of the Closing Date and is subject to increases under certain other circumstances as set forth in the Articles Supplementary, effective as of the Closing Date (the “Articles”). 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 the eighth anniversary of the Closing Date, 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 89 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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. Following the one-year anniversary of the Closing Date, if all or any portion of the dividends or distributions is paid in respect of the shares of our common stock in cash, the shares of Series A Preferred Stock will participate in such dividends or distributions on an as-converted basis up to the amount of their accrued dividend on the Series A Preferred Stock for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $ 16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. The issuance of shares of our common stock upon the conversion of Series A Preferred Stock is subject to a cap equal to 28,856,239 shares of our common stock (the “Share Cap”), unless and until the Company obtains stockholder approval to the extent required for the issuance of additional shares. Any amounts owed above the Share Cap must be paid in cash. Subject to certain conditions, at the Company’s option, (i) after the third anniversary of the Closing Date, all of the Series A Preferred Stock may be converted into shares of our common stock, and (ii) after the seventh anniversary of the Closing Date, all of the Series A Preferred Stock may be redeemed for cash at a redemption price equal to 100 % of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends. Subject to certain conditions, each holder of the Series A Preferred Stock, after a Change of Control (as defined in the Articles) may (i) require the Company to purchase any or all of their shares of Series A Preferred Stock at a redemption price payable in cash equal to 105 % of the liquidation preference of the Series A Preferred Stock, plus any accrued and unpaid dividends, or (ii) convert any or all of their shares of Series A Preferred Stock into the number of shares of our common stock equal to the liquidation preference (including accrued and unpaid dividends) divided by the then-applicable conversion price. In 2020, we paid cash dividends of $ 19.5 million on the Series A Preferred Stock. As of December 31, 2020, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares. In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”). The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one -for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock. The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up. During 2020, we made distributions of $ 0.4 million to holders of the Class A equity interests, which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows. As of December 31, 2020, 1,056,727 Class A equity interests have been redeemed for shares of the Company’s common stock. We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. In 2020, no shares of our common stock were sold under the ATM Program. As of December 31, 2020, we had approximately $ 232.5 million of capacity remaining under the ATM Program. Note 12. Revenues We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, which primarily represent the transaction price allocated to the remaining display period for unsatisfied transit franchise 90 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) contracts. The following table summarizes revenues by source: Years Ended December 31, (in millions) 2020 2019 2018 Billboard: Static displays $ 726.2 $ 894.1 $ 858.1 Digital displays 215.3 252.7 216.1 Other 37.1 43.1 38.2 Billboard revenues 978.6 1,189.9 1,112.4 Transit: Static displays 152.4 370.7 339.9 Digital displays 54.0 112.4 59.6 Other 23.2 43.5 39.5 Total transit revenues 229.6 526.6 439.0 Sports marketing and other (a) 28.1 65.7 54.8 Transit and other revenues 257.7 592.3 493.8 Total revenues $ 1,236.3 $ 1,782.2 $ 1,606.2 (a) In the third quarter of 2020, we completed the Sports Disposition. (See Note 1. Description of Business and Basis of Presentation and Note 14. Acquisitions and Dispositions : Dispositions to the Consolidated Financial Statements.) Rental income was $ 945.4 million in 2020, $ 1,149.8 million in 2019 and $ 1,076.9 million in 2018, and is recorded in Billboard revenues on the Consolidated Statement of Operations. The following table summarizes revenues by geography: Years Ended December 31, (in millions) 2020 2019 2018 United States: Billboard $ 926.5 $ 1,114.9 $ 1,040.8 Transit and other 222.4 513.8 426.0 Sports marketing and other (a) 27.6 65.7 54.8 Total United States revenues 1,176.5 1,694.4 1,521.6 Canada 59.8 87.8 84.6 Total revenues $ 1,236.3 $ 1,782.2 $ 1,606.2 (a) In the third quarter of 2020, we completed the Sports Disposition. (See Note 1. Description of Business and Basis of Presentation and Note 14. Acquisitions and Dispositions : Dispositions to the Consolidated Financial Statements.) Our revenues are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control. Contract Costs and Balances Variable sales commission costs directly associated with billboard display revenues are considered direct lease acquisition costs in accordance with the lease accounting standard and are capitalized and amortized on a straight-line basis over the related customer lease term (see Note 6. Leases : Lessee to the Consolidated Financial Statements). Amortization of direct lease acquisition costs is presented within SG&A in the accompanying Consolidated Statements of Operations. 91 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Variable sales commission costs which are directly associated with transit display and other revenues are included in SG&A on the Consolidated Statement of Operations, and are expensed as incurred since the amortization period of the asset would have been less than one year. Amounts to be collected from customers for revenues recognized in previous periods are included in Receivables, less allowance , on the Consolidated Statement of Financial Position. Amounts collected from customers for revenues to be recognized in future periods are included in Deferred revenues on the Consolidated Statement of Financial Position. We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2019, during the three months ended March 31, 2020. Note 13. Restructuring Charges In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S. and notified approximately 70 employees of their termination. On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination. As of December 31, 2020, $ 1.6 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position. In 2020, we recorded restructuring charges of $ 5.8 million, of which $ 3.9 million was recorded in our U.S. Media segment, $ 0.9 million was recorded in Other and $ 1.0 million was recorded in Corporate. Restructuring charges in 2020 were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation. In 2019, we recorded restructuring charges of $ 0.3 million associated with the elimination of a corporate management position. In 2018, we recorded restructuring charges of $ 2.1 million, of which $ 0.9 million was recorded in our U.S. Media segment for severance charges associated with the reorganization of various departments, $ 0.8 million was recorded in Other for severance charges associated with the reorganization of our Sports Marketing operating segment management team and $ 0.4 million was recorded in Corporate for severance charges associated with the elimination of a corporate management position. Note 14. Acquisitions and Dispositions Acquisitions We completed several acquisitions for a total purchase price of approximately $ 18.1 million in 2020, $ 69.7 million in 2019 and $ 7.0 million in 2018. In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $ 35.4 million. In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2022 for an estimated purchase price of $ 9.2 million, subject to customary closing conditions and the timing of site development. In the first quarter of 2019, we entered into an agreement to acquire eight digital billboard displays in Atlanta, Georgia, for an aggregate purchase price of $ 24.0 million. During 2019, we paid deposits totaling $ 19.0 million into an escrow account related to this transaction, which were included in Other assets on our Consolidated Statement of Financial Position as of December 31, 2019. We completed this transaction in the first quarter of 2020. Dispositions In the third quarter of 2020, we completed the Sports Disposition and received approximately $ 34.6 million in cash, subject to closing and post-closing adjustments. We recorded a gain of $ 7.2 million related to the Sports Disposition. 92 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 15. Stock-Based Compensation Under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 13,100,000 shares of our common stock reserved for the issuance of equity-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Stock Plan. RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three -year service period. For PRSU awards, the number of shares an employee earns may range from 0 % to 120 % based on the outcome of a one -year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are recorded as incurred. On an annual basis, adjustments are made to compensation expense based on actual forfeitures and the forfeiture rates are revised as necessary. The following table summarizes our stock-based compensation expense for 2020, 2019 and 2018. Year Ended December 31, (in millions) 2020 2019 2018 Stock-based compensation expense (RSUs and PRSUs), before income taxes $ 23.8 $ 22.3 $ 20.2 Tax benefit ( 1.2 ) ( 1.5 ) ( 1.3 ) Stock-based compensation expense, net of tax $ 22.6 $ 20.8 $ 18.9 As of December 31, 2020, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 25.7 million, which is expected to be recognized over a weighted average period of 1.8 years. RSUs and PRSUs The following table summarizes the 2020 activity of the RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2019 2,024,768 $ 22.09 Granted: RSUs 937,357 27.03 PRSUs 323,771 29.60 Vested: RSUs ( 742,987 ) 23.21 PRSUs ( 304,852 ) 22.51 Forfeitures: RSUs ( 28,040 ) 25.42 PRSUs ( 1,958 ) 30.63 Non-vested as of December 31, 2020 2,208,059 24.80 93 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The total fair value of RSUs and PRSUs that vested was $ 29.0 million during 2020, $ 18.3 million during 2019 and $ 19.2 million during 2018. Stock Options Stock options vest over a four -year service period and expire eight or ten years from the date of grant. Forfeitures of stock options are recorded as incurred. The following table summarizes the activity of stock options issued to our employees. Activity Weighted Average Exercise Price Outstanding as of December 31, 2019 126,528 $ 24.57 Exercised ( 23,115 ) 16.43 Outstanding as of December 31, 2020 103,413 26.39 Exercisable as of December 31, 2020 103,413 26.39 The intrinsic value of stock option exercises were $ 0.3 million in 2020, $ 0.1 million in 2019 and $ 0.4 million in 2018. The tax benefit of stock option exercises was immaterial in 2020, 2019 and 2018. The following table summarizes information concerning outstanding and exercisable stock options to purchase our common stock under the Stock Plan as of December 31, 2020. Outstanding Exercisable Range of Exercise Price Number of Options Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $ 25 to 29.99 103,413 0.72 26.39 103,413 26.39 As of December 31, 2020, all outstanding and exercisable stock options have a weighted average remaining contractual life of 0.72 years and were out-of-the-money based on the closing stock price of our common stock of $ 19.56 . Note 16. Retirement Benefits We sponsor two defined benefit pension plans covering specific groups of employees in Canada and the U.S. The benefits for the pension plan in Canada are based primarily on an employee’s years of service and an average of the employee’s highest five years of earnings. Participating employees in the pension plan in Canada are vested after two years of service or immediately, depending on the province of their employment. We fund the pension plan in Canada in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada. Canada pension plan assets consist principally of equity securities, corporate and government related securities, and insurance contracts. We are in the process of closing the Pension Plan for the employees of Outfront Media Canada LP (the “Plan”). Employees who are no longer accruing pensionable service under the Plan will be entitled to enhanced Defined Contribution Plan benefits. Effective April 1, 2020, the Plan has been closed to most new employees. In addition, the Plan is frozen to any future benefit accruals for most employees. However, certain members of the Plan will continue in pensionable service for a yet to be determined period. We expect to complete freezing the Plan in 2022. The pension plan in the U.S. covers a small number of hourly employees. The investments of the pension plan in the U.S. consist entirely of the plan’s interest in a trust, which invests the assets of this plan. The pension plan in the U.S. is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended. We use a December 31 measurement date for all pension plans. 94 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The following table sets forth the change in benefit obligation for our pension plans. As of December 31, (in millions) 2020 2019 2018 Benefit obligation, beginning of year $ 62.1 $ 49.9 $ 57.8 Service cost 0.8 1.7 1.8 Interest cost 1.8 2.1 2.0 Actuarial (gain) loss 6.7 8.8 ( 5.6 ) Benefits paid ( 2.0 ) ( 2.6 ) ( 2.0 ) Cumulative translation adjustments 1.9 2.2 ( 4.1 ) Benefit obligation, end of year $ 71.3 $ 62.1 $ 49.9 The following table sets forth the change in plan assets for our pension plans. As of December 31, (in millions) 2020 2019 Fair value of plan assets, beginning of year $ 57.3 $ 47.5 Actual return on plan assets 6.3 8.8 Employer contributions 0.7 1.5 Benefits paid ( 2.0 ) ( 2.6 ) Cumulative translation adjustments 1.6 2.1 Fair value of plan assets, end of year $ 63.9 $ 57.3 The unfunded status of pension benefit obligations and the related amounts recognized on the Consolidated Statement of Financial Position were as follows: As of December 31, (in millions) 2020 2019 Unfunded status, end of year $ ( 7.4 ) $ ( 4.7 ) Amounts recognized on the Consolidated Statement of Financial Position: Other noncurrent liabilities ( 7.4 ) ( 4.7 ) Net amounts recognized ( 7.4 ) ( 4.7 ) The following amounts were recognized in accumulated other comprehensive loss on the Consolidated Statement of Financial Position. As of December 31, (in millions) 2020 2019 Net actuarial loss $ ( 14.9 ) $ ( 11.6 ) Deferred income taxes 3.8 2.9 Net amount recognized in accumulated other comprehensive loss $ ( 11.1 ) $ ( 8.7 ) The accumulated benefit obligation for the defined benefit pension plans was $ 66.7 million as of December 31, 2020, and $ 57.6 million as of December 31, 2019. 95 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below. As of December 31, (in millions) 2020 2019 Projected benefit obligation $ 71.3 $ 62.1 Accumulated benefit obligation 66.7 57.6 Fair value of plan assets 63.9 57.3 The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss). As of December 31, (in millions) 2020 2019 2018 Service cost $ 0.8 $ 1.7 $ 1.8 Interest cost 1.8 2.1 2.0 Expected return on plan assets ( 2.8 ) ( 2.4 ) ( 2.6 ) Amortization of actuarial losses (a) 0.5 0.4 0.7 Settlement cost — — 0.1 Net periodic pension cost $ 0.3 $ 1.8 $ 2.0 (in millions) Year Ended December 31, 2020 Actuarial loss $ ( 3.5 ) Amortization of actuarial losses (a) 0.5 Cumulative translation adjustments ( 0.3 ) ( 3.3 ) Deferred income taxes 0.9 Recognized in other comprehensive income, net of tax $ ( 2.4 ) (a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income. Estimated net actuarial losses related to the defined benefit pension plans of approximately $ 0.6 million, will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2021. As of and for the Year Ended December 31, 2020 2019 Weighted average assumptions used to determine benefit obligations: Discount rate 2.5 % 3.0 % Rate of compensation increase 3.0 3.0 Weighted average assumptions used to determine net periodic cost: Discount rate 3.0 4.0 Expected long-term return on plan assets 4.6 5.0 Rate of compensation increase 3.0 3.0 For each pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation. The expected return on plan assets assumption was derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets. 96 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Plan Assets Our plan assets are included in a trust in Canada and a trust in the U.S. The asset allocations of these trusts are based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. As of December 31, 2020, we invested approximately 32 % in fixed income instruments, 61 % in equity instruments, and the remainder in cash, cash equivalents and insurance contracts. The following tables set forth our pension plan assets measured at fair value on a recurring basis as of December 31, 2020 and 2019. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset. As of December 31, 2020 (in millions) Level 1 Level 2 Level 3 Total Fixed income securities: Corporate bonds (a) $ 0.7 $ — $ — $ 0.7 Equity securities : U.S. equity 0.9 — — 0.9 International equity 0.4 — — 0.4 Insurance contracts — — 3.5 3.5 Total assets in fair value hierarchy $ 2.0 $ — $ 3.5 $ 5.5 Common collective funds measured at net asset value 58.4 Total assets $ 63.9 As of December 31, 2019 (in millions) Level 1 Level 2 Level 3 Total Fixed income securities: Corporate bonds (a) $ 0.8 $ — $ — $ 0.8 Equity securities : U.S. equity 0.8 — — 0.8 International equity 0.3 — — 0.3 Insurance contracts — — 3.7 3.7 Total assets in fair value hierarchy $ 1.9 $ — $ 3.7 $ 5.6 Common collective funds measured at net asset value 51.7 Total assets $ 57.3 (a) Securities of diverse industries, substantially all investment grade. Significant changes in Level 3 plan assets are as follows: Year Ended December 31, (in millions) 2020 2019 Insurance contracts: Beginning of year $ 3.7 $ 3.6 Payments ( 0.4 ) ( 0.4 ) Actuarial loss — 0.2 Interest income 0.1 0.1 Cumulative translation adjustments 0.1 0.2 End of year $ 3.5 $ 3.7 97 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Our insurance contracts classified as Level 3 are valued based on a discount rate determined by reference to the market interest rates prevailing on high quality debt instruments with cash flows that match the timing and amount of expected benefit payments under the pension plan in Canada, as well as a mortality assumption based upon the current mortality table, CPM2014 generational projected using mortality improvement scale CPM-B. As a result, the fair value of the insurance contract is equal to the defined benefit obligation in respect of the members covered under the insurance contract. Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges. The fair value of investments in common collective funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices. Future Benefit Payments (in millions) 2021 2022 2023 2024 2025 2026-2030 Estimated future benefit payments for pension plans 2.4 2.4 2.5 2.6 2.7 15.7 We expect to contribute $ 1.4 million to our pension plans in 2021. Multi-Employer Pension and Postretirement Benefit Plans We contribute to multi-employer plans that provide pension and other postretirement benefits to certain employees under collective bargaining agreements. Contributions to these plans were $ 3.1 million in 2020, $ 4.0 million in 2019 and $ 3.8 million in 2018. Based on our contributions to each individual multi-employer plan relative to the total contributions of all participating employers in such plan, no multi-employer plan was deemed to be individually significant to us. Defined Contribution Plans Employer contributions for defined contribution plans sponsored by us were $ 2.9 million in 2020, $ 5.9 million in 2019 and $ 5.5 million in 2018. Note 17. Income Taxes We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes. Cash paid for income taxes was $ 3.4 million in 2020, $ 10.5 million in 2019 and $ 8.4 million in 2018. The U.S. and foreign components of Income (loss) before provision for income taxes and equity in earnings of investee companies were as follows: Year Ended December 31, (in millions) 2020 2019 2018 United States $ ( 52.8 ) $ 144.3 $ 157.3 Foreign ( 5.7 ) 1.5 ( 48.6 ) Income (loss) before provision for income taxes and equity in earnings of investee companies $ ( 58.5 ) $ 145.8 $ 108.7 98 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The following table reconciles Income (loss) before provision for income taxes and equity in earnings of investee companies to REIT taxable income. Year Ended December 31, (in millions) 2020 2019 2018 Income (loss) before provision for income taxes and equity in earnings of investee companies $ ( 58.5 ) $ 145.8 $ 108.7 Net (income) loss of TRSs 10.6 ( 16.4 ) 38.4 Income (loss) from REIT operations ( 47.9 ) 129.4 147.1 Book depreciation in excess of tax depreciation 24.8 21.5 24.4 Book amortization in excess of tax amortization ( 6.3 ) ( 6.8 ) ( 10.6 ) Tax dividend from foreign subsidiary (a) 74.1 0.5 2.1 Book/tax differences - stock-based compensation ( 6.6 ) 1.5 ( 1.4 ) Book/tax differences - deferred gain for tax ( 1.3 ) ( 3.2 ) ( 1.4 ) Book/tax differences - capitalized costs ( 2.6 ) 5.0 6.4 Book/tax differences - executive compensation 4.6 7.8 7.5 Book/tax differences - leases 9.9 6.2 1.5 Book/tax differences - provision for doubtful accounts 14.6 1.3 ( 1.1 ) Book/tax differences - other 7.8 8.1 3.2 REIT taxable income (estimated) $ 71.1 $ 171.3 $ 177.7 (a) In 2020, the tax dividend from foreign subsidiary primarily consists of a deemed repatriation of foreign earnings resulting from a restructuring of our foreign holding companies. The components of the Provision for income taxes are as follows: Year Ended December 31, (in millions) 2020 2019 2018 Current: Federal $ ( 1.0 ) $ ( 5.3 ) $ ( 2.4 ) State and local ( 1.3 ) ( 4.0 ) ( 2.3 ) Foreign ( 1.6 ) ( 1.4 ) ( 0.6 ) ( 3.9 ) ( 10.7 ) ( 5.3 ) Deferred tax benefit (liability): Federal ( 0.1 ) 0.3 ( 1.0 ) State and local — 0.2 ( 0.4 ) Foreign 2.9 ( 0.7 ) 1.8 2.8 ( 0.2 ) 0.4 Provision for income taxes $ ( 1.1 ) $ ( 10.9 ) $ ( 4.9 ) The effective income tax rate was 1.9 % in 2020, 7.5 % in 2019 and 4.7 % in 2018. 99 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The difference between income taxes expected at the U.S. federal statutory income tax rate of 21 % and the Provision for income taxes is summarized as follows: Year Ended December 31, (in millions) 2020 2019 2018 Benefit (provision) for income taxes on income at U.S. statutory rate $ 12.3 $ ( 31.6 ) $ ( 22.8 ) REIT dividends paid deduction ( 10.1 ) 27.9 30.9 State and local taxes, net of federal tax benefit ( 1.2 ) ( 2.7 ) ( 2.3 ) Effect of foreign operations ( 0.9 ) ( 1.5 ) ( 9.3 ) Resolution of prior year tax — ( 3.0 ) — Gain on dispositions — ( 0.3 ) ( 0.5 ) Other, net ( 1.2 ) 0.3 ( 0.9 ) Provision for income taxes $ ( 1.1 ) $ ( 10.9 ) $ ( 4.9 ) The following table is a summary of the components of deferred income tax assets and liabilities. As of December 31, (in millions) 2020 2019 Deferred income tax assets: Provision for expenses and losses $ 1.7 $ 0.3 Postretirement and other employee benefits 4.1 2.4 Tax credit and loss carryforwards 0.7 0.4 Total deferred income tax assets 6.5 3.1 Valuation allowance ( 0.4 ) ( 0.4 ) Deferred income tax assets, net 6.1 2.7 Deferred income tax liabilities: Property, equipment and intangible assets ( 18.0 ) ( 18.3 ) Other ( 0.3 ) — Total deferred income tax liabilities ( 18.3 ) ( 18.3 ) Deferred income tax liabilities, net $ ( 12.2 ) $ ( 15.6 ) As of December 31, 2020, we had net operating loss carryforwards for Canadian jurisdictions of $ 2.4 million, which expire in various years from 2021 through 2040. Our undistributed earnings of foreign subsidiaries not includable in our federal income tax returns that could be subject to additional income taxes if remitted was approximately $ 2.3 million as of December 31, 2020, and $ 6.4 million as of December 31, 2019. No provision was recorded for taxes that could result from the remittance of such undistributed earnings since we intend to declare dividends to our shareholders in an amount sufficient to offset such distributions and intend to reinvest the remainder outside of the U.S. indefinitely. The determination of the unrecognized U.S. federal deferred income tax liability for undistributed earnings is not practicable. The reserve for uncertain tax positions of $ 0.5 million as of December 31, 2020, includes $ 0.2 million which would affect our effective income tax rate if and when recognized in future years. We recognize interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense. These charges were not material for any of the periods presented. We are subject to taxation in the U.S. and various state, local and foreign jurisdictions. Tax years 2017 to present are open for examination by the tax authorities. We are currently under examination by New York State for the 2016 through 2018 tax years. 100 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 18. Earnings Per Share (“EPS”) Year Ended December 31, (in millions) 2020 2019 2018 Net income (loss) available for common stockholders $ ( 61.0 ) $ 140.1 $ 107.9 Less: Distributions to holders of Series A Preferred Stock 19.5 — — Less: Distributions to holders of Class A equity interests of a subsidiary 0.4 1.9 2.7 Net income (loss) available for common stockholders, basic and diluted $ ( 80.9 ) $ 138.2 $ 105.2 Weighted average shares for basic EPS 144.3 142.5 139.3 Dilutive potential shares from grants of RSUs, PRSUs and stock options (a) — 0.7 0.3 Weighted average shares for diluted EPS (a)(b)(c) 144.3 143.2 139.6 (a) The potential impact of an aggregate 1.1 million granted RSUs, PRSUs and stock options for 2020, 0.1 million granted RSUs, PRSUs and stock options for 2019 and 0.4 million granted RSUs, PRSUs and stock options for 2018 was antidilutive. (b) In 2020, the potential impact of 17.5 million shares of our common stock issuable upon conversion of our Series A Preferred Stock was antidilutive. (c) The potential impact of 1.0 million shares of Class A equity interests of Outfront Canada in 2020, 1.4 million shares of Class A equity interests of Outfront Canada in 2019 and 1.9 million shares of Class A equity interests of Outfront Canada in 2018 was antidilutive. (See Note 11. Equity to the Consolidated Financial Statements.) Note 19. Commitments and Contingencies Off-Balance Sheet Arrangements Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. These arrangements result from our normal course of business and represent obligations that are payable over several years. Contractual Obligations We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. As of December 31, 2020, guaranteed minimum annual payments are as follows: (in millions) Guaranteed Minimum Annual Payments 2021 $ 195.5 2022 212.7 2023 185.7 2024 186.2 2025 186.4 2026 and thereafter 389.5 Total minimum payments $ 1,356.0 Under the MTA agreement, we are obligated to deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the MTA. In addition, we are obligated to pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our 101 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. We did not recoup any equipment deployment costs in 2020 and it is unlikely we will recoup equipment deployment costs in 2021. In June 2020, we entered into an amendment to the MTA agreement, pursuant to which (i) for up to $ 143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70 % and 30 % of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65 %) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA agreement, as amended. We have engaged, and will continue to engage, in constructive conversations with the MTA regarding possible modifications to the overall scope and term under the MTA agreement. In connection with the amendment to the MTA Agreement and in coordination with the MTA, after temporarily suspending our deployment of advertising and communications displays throughout the transit system in March 2020 as a result of the impact of the COVID-19 pandemic, we recommenced deployment in the third quarter of 2020. In addition, in the first quarter of 2020, we identified the COVID-19 pandemic as a trigger for impairment review of our Prepaid MTA equipment deployment costs and related intangible assets, and after performing an analysis, no impairment was identified. In the second, third and fourth quarters of 2020, we updated our projections and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs . (See Note 5. Long-Lived Assets : MTA Agreement to the Consolidated Financial Statements.) As of December 31, 2020, 7,380 digital displays had been installed, of which 1,203 installations occurred in the fourth quarter of 2020, for a total of 2,803 installations in 2020. (in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization Ending Balance Year Ended December 31, 2020: Prepaid MTA equipment deployment costs $ 171.5 $ 33.1 $ — $ — $ 204.6 Other current assets — 44.4 ( 16.4 ) — 28.0 Intangible assets (franchise agreements) 38.3 26.0 — ( 5.9 ) 58.4 Total $ 209.8 $ 103.5 $ ( 16.4 ) $ ( 5.9 ) $ 291.0 Year Ended December 31, 2019: Prepaid MTA equipment deployment costs $ 79.5 $ 124.2 $ ( 32.2 ) $ — $ 171.5 Intangible assets (franchise agreements) 14.8 26.6 — ( 3.1 ) 38.3 Total $ 94.3 $ 150.8 $ ( 32.2 ) $ ( 3.1 ) $ 209.8 Letters of Credit We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of December 31, 2020, the outstanding letters of credit were approximately $ 73.3 million and outstanding surety bonds were approximately $ 167.5 million, and were not recorded on the Consolidated Statements of Financial Position. Legal Matters On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows. 102 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 20. Segment Information We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other . The following tables set forth our financial performance by segment. In the third quarter of 2020, we completed the Sports Disposition (see Note 14. Acquisitions and Dispositions : Dispositions to the Consolidated Financial Statements). Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in Other . Year Ended December 31, (in millions) 2020 2019 2018 Revenues: U.S. Media $ 1,148.9 $ 1,628.7 $ 1,466.8 Other 87.4 153.5 139.4 Total revenues $ 1,236.3 $ 1,782.2 $ 1,606.2 We present Operating income before Depreciation , Amortization , Net gain on dispositions, Stock-based compensation, Restructuring charges and an Impairment charge (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. Year Ended December 31, (in millions) 2020 2019 2018 Net income (loss) before allocation to non-controlling interests $ ( 60.2 ) $ 140.6 $ 107.9 Provision for income taxes 1.1 10.9 4.9 Equity in earnings of investee companies, net of tax 0.6 ( 5.7 ) ( 4.1 ) Interest expense, net 131.1 134.9 125.7 Loss on extinguishment of debt — 28.5 — Other (income) expense, net ( 0.1 ) ( 0.1 ) 0.4 Operating income 72.5 309.1 234.8 Restructuring charges 5.8 0.3 2.1 Net gain on dispositions ( 13.7 ) ( 3.8 ) ( 5.5 ) Impairment charge — — 42.9 Depreciation and amortization (a) 145.8 146.3 141.8 Stock-based compensation 22.9 22.3 20.2 Total Adjusted OIBDA (a) $ 233.3 $ 474.2 $ 436.3 Adjusted OIBDA: U.S. Media (a) $ 268.9 $ 501.6 $ 460.5 Other (a) 0.4 18.6 13.8 Corporate ( 36.0 ) ( 46.0 ) ( 38.0 ) Total Adjusted OIBDA (a) $ 233.3 $ 474.2 $ 436.3 (a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 48.2 million in 2019, of which $ 44.7 million was recorded in our U.S. Media segment and $ 3.5 million was recorded in Othe r, and $ 43.2 million in 2018, of which $ 39.7 million was recorded in our U.S. Media segment and $ 3.5 million was recorded in Other , from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA. 103 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Year Ended December 31, (in millions) 2020 2019 2018 Operating income (loss): U.S. Media $ 132.8 $ 376.3 $ 342.8 Other ( 0.4 ) 1.4 ( 49.4 ) Corporate ( 59.9 ) ( 68.6 ) ( 58.6 ) Total operating income $ 72.5 $ 309.1 $ 234.8 Net (gain) loss on dispositions: U.S. Media $ ( 1.4 ) $ ( 3.9 ) $ ( 5.3 ) Other ( 12.3 ) 0.1 ( 0.2 ) Total gain on dispositions $ ( 13.7 ) $ ( 3.8 ) $ ( 5.5 ) Depreciation and amortization: U.S. Media (a) $ 133.6 $ 129.2 $ 122.1 Other (a) 12.2 17.1 19.7 Total depreciation and amortization (a) $ 145.8 $ 146.3 $ 141.8 Capital expenditures: U.S. Media $ 50.8 $ 86.7 $ 73.0 Other 2.7 3.2 9.3 Total capital expenditures $ 53.5 $ 89.9 $ 82.3 (a) Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 48.2 million in 2019, of which $ 44.7 million was recorded in our U.S. Media segment and $ 3.5 million was recorded in Othe r, and $ 43.2 million in 2018, of which $ 39.7 million was recorded in our U.S. Media segment and $ 3.5 million was recorded in Other , from Amortization to SG&A expenses. As of December 31, (in millions) 2020 2019 2018 Assets: U.S. Media $ 4,977.2 $ 5,077.1 $ 3,610.0 Other 249.5 284.0 202.5 Corporate 670.2 21.2 16.2 Total assets $ 5,896.9 $ 5,382.3 $ 3,828.7 Year Ended December 31, (in millions) 2020 2019 2018 Revenues (a) : United States $ 1,176.5 $ 1,694.4 $ 1,521.6 Canada 59.8 87.8 84.6 Total revenues $ 1,236.3 $ 1,782.2 $ 1,606.2 (a) Revenues classifications are based on the geography of the advertising. 104 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) As of December 31, (in millions) 2020 2019 2018 Long-lived assets (a) : United States $ 4,710.3 $ 4,722.1 3,255.0 Canada 196.1 203.0 122.5 Total long-lived assets $ 4,906.4 $ 4,925.1 $ 3,377.5 (a) Reflects total assets less current assets, investments and non-current deferred tax assets. Note 21. Quarterly Financial Data (Unaudited) Our revenues and profits experience seasonality due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. As a result of the impact of the COVID-19 pandemic on our business and results of operations, total revenues and total expenses were materially lower in 2020 than pre-COVID-19 pandemic levels, particularly in our U.S. Media segment and with respect to our transit and other business. The impacts were greatest in the second quarter of 2020, with incremental improvement in the third and fourth quarters of 2020. 2020 (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues: U.S. Media $ 354.7 $ 213.5 $ 265.8 $ 314.9 $ 1,148.9 Other 30.6 19.4 16.5 20.9 87.4 Total revenues $ 385.3 $ 232.9 $ 282.3 $ 335.8 $ 1,236.3 Adjusted OIBDA: U.S. Media $ 80.0 $ 31.4 $ 65.9 $ 91.6 $ 268.9 Other — ( 5.7 ) 2.4 3.7 0.4 Corporate ( 4.5 ) ( 10.3 ) ( 8.9 ) ( 12.3 ) ( 36.0 ) Total Adjusted OIBDA (a) 75.5 15.4 59.4 83.0 233.3 Restructuring charges — ( 4.7 ) ( 0.6 ) ( 0.5 ) ( 5.8 ) Net gain on dispositions 0.1 5.2 8.0 0.4 13.7 Depreciation ( 21.0 ) ( 21.2 ) ( 21.0 ) ( 21.3 ) ( 84.5 ) Amortization (a) ( 15.0 ) ( 15.4 ) ( 15.3 ) ( 15.6 ) ( 61.3 ) Stock-based compensation ( 5.8 ) ( 5.2 ) ( 5.4 ) ( 6.5 ) ( 22.9 ) Total operating income (loss) $ 33.8 $ ( 25.9 ) $ 25.1 $ 39.5 $ 72.5 Operating income (loss): U.S. Media $ 47.4 $ ( 3.9 ) $ 31.9 $ 57.4 $ 132.8 Other ( 3.3 ) ( 5.5 ) 7.5 0.9 ( 0.4 ) Corporate ( 10.3 ) ( 16.5 ) ( 14.3 ) ( 18.8 ) ( 59.9 ) Total operating income (loss) $ 33.8 $ ( 25.9 ) $ 25.1 $ 39.5 $ 72.5 Net income (loss) attributable to OUTFRONT Media Inc. $ 6.1 $ ( 57.9 ) $ ( 13.5 ) $ 4.3 $ ( 61.0 ) Net income (loss) attributable to OUTFRONT Media Inc. per common share: Basic $ 0.04 $ ( 0.44 ) $ ( 0.14 ) $ ( 0.02 ) $ ( 0.56 ) Diluted $ 0.04 $ ( 0.44 ) $ ( 0.14 ) $ ( 0.02 ) $ ( 0.56 ) (a) Consistent with the current period’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 11.3 million from the first quarter of 2020, $ 6.3 million from the second quarter of 2020 and $ 9.1 million from the third quarter of 2020 from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA. 105 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 2019 (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Year Revenues: U.S. Media $ 338.4 $ 419.6 $ 422.7 $ 448.0 $ 1,628.7 Other 33.3 40.3 39.8 40.1 153.5 Total revenues $ 371.7 $ 459.9 $ 462.5 $ 488.1 $ 1,782.2 Adjusted OIBDA: U.S. Media $ 85.0 $ 133.8 $ 134.5 $ 148.3 $ 501.6 Other 0.5 7.8 3.5 6.8 18.6 Corporate ( 9.0 ) ( 11.0 ) ( 11.3 ) ( 14.7 ) ( 46.0 ) Total Adjusted OIBDA (a) 76.5 130.6 126.7 140.4 474.2 Restructuring charges ( 0.3 ) — — — ( 0.3 ) Net gain (loss) on dispositions 1.5 ( 0.4 ) 1.9 0.8 3.8 Depreciation ( 21.1 ) ( 21.4 ) ( 22.4 ) ( 22.4 ) ( 87.3 ) Amortization (a) ( 14.4 ) ( 14.6 ) ( 15.1 ) ( 14.9 ) ( 59.0 ) Stock-based compensation ( 5.3 ) ( 5.5 ) ( 5.6 ) ( 5.9 ) ( 22.3 ) Total operating income $ 36.9 $ 88.7 $ 85.5 $ 98.0 $ 309.1 Operating income (loss): U.S. Media $ 55.5 $ 101.9 $ 103.1 $ 115.8 $ 376.3 Other ( 4.0 ) 3.3 ( 0.7 ) 2.8 1.4 Corporate ( 14.6 ) ( 16.5 ) ( 16.9 ) ( 20.6 ) ( 68.6 ) Total operating income $ 36.9 $ 88.7 $ 85.5 $ 98.0 $ 309.1 Net income attributable to OUTFRONT Media Inc. $ 6.1 $ 50.3 $ 38.7 $ 45.0 $ 140.1 Net income attributable to OUTFRONT Media Inc. per common share: Basic $ 0.04 $ 0.35 $ 0.27 $ 0.31 $ 0.97 Diluted $ 0.04 $ 0.35 $ 0.27 $ 0.31 $ 0.97 (a) Consistent with the current period’s presentation, we have reclassified amortization of direct lease acquisition costs of $ 10.3 million in the first quarter of 2019, $ 13.0 million in the second quarter of 2019, $ 13.6 million in the third quarter of 2019 and $ 11.3 million in the fourth quarter of 2019 from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA . Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year. 106 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.