What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-26 · 101 added, 84 removed, 299 unchanged (38% of the section changed)

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In total, we have displays in all of the 25 largest markets in the U.S.

and 145 markets in the U.S.

and approximately 150 markets in the U.S.

Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco.

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As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.

Additionally, our OUTFRONT Mobile Network and social influence add-on products allow our customers to further leverage location targeting with interactive mobile advertising and social sharing amplification.

Additionally, our OUTFRONT Mobile Network add-on products allow our customers to further leverage location targeting with interactive mobile advertising.

We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded.

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These lease agreements have terms varying between one month and multiple years, and usually provide renewal options.

We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built and remain legal to operate, but could not be constructed under current laws.

We estimate that approximately 75% of our billboard structures in the U.S.

are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built and remain legal to operate, but could not be constructed under current laws.

These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio.

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A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.

We manage our operations through two operating segments—U.S.

We currently manage our operations through two operating segments—U.S.

Billboard and Transit, which is included in our U.S.

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Segment Information to the Consolidated Financial Statements).

Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the United States, such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc.

Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the U.S., such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc.

In 1996, a predecessor of CBS Corporation (“CBS”) acquired TDI Worldwide Inc., which specialized in transit advertising.

Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and Vendor (a Mexican outdoor advertising company) and many local operators in the United States, Canada and Mexico.

CBS acquired International Outdoor Advertising Holdings Co., which operated outdoor advertising assets in Argentina, Brazil, Chile and Uruguay.

In 2008, CBS acquired International Outdoor Advertising Holdings Co., which operated outdoor advertising assets in Argentina, Brazil, Chile and Uruguay.

On April 2, 2014, the Company completed an initial public offering (the “IPO”) of its common stock under the name “CBS Outdoor Americas Inc.” On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”).

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Despite our status as a REIT, we will be subject to certain U.S.

federal, state and local taxes on our income or property and the income of our taxable REIT subsidiaries (“TRSs”) will be subject to taxation at regular corporate rates.

federal, state and local taxes on our income or property and the income of our TRSs will be subject to taxation at regular corporate rates.

Growth Strategy

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In addition, digital displays enable us to run multiple advertisements on each display.

Digital billboard displays generate approximately four times more revenue per display on average than traditional static billboard

Digital billboard displays generate approximately four times more revenue per display on average than traditional static billboard displays.

Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than traditional static billboard displays.

As a result, digital billboard displays generate higher profits and cash flows than traditional static billboard displays.

The majority of our digital billboard displays were converted from traditional static billboard displays.

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

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

The majority of our digital billboard

displays were converted from traditional static billboard displays.

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

In the future, we expect revenues generated on digital transit displays will be a multiple of the revenues generated on comparable static transit displays.

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

See “—Renovation, Improvement and Development.” In response to the COVID-19 pandemic, we reduced maintenance capital expenditures (other than for necessary safety-related projects) and growth capital expenditures for digital billboard display conversions, and we temporarily suspended or delayed our deployment of certain digital transit displays to reduce costs.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.”

See “—Renovation, Improvement and Development.”

Drive Enhanced Revenue Management.

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See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.

Further, our national footprint in the United States and significant presence in Canada provide us with an attractive platform on which to add additional advertising structures and sites.

Further, our national footprint in the U.S.

and significant presence in Canada provide us with an attractive platform on which to add additional advertising structures and sites.

Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards.

We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional out-of-home advertising businesses and structures and sites on a case-by-case basis.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.”

Mobile Technology and Social Media Engagement .

We believe there is potential for growth in the reach, effectiveness and amplification out-of-home advertising through mobile technology and social media engagement.

Mobile Technology .

We believe there is potential for growth in the reach, effectiveness and amplification of out-of-home advertising through mobile technology.

For example, the OUTFRONT Mobile Network creates opportunities for advertisers to reach their target audience by enabling them to bundle geofenced mobile advertising with an out-of-home advertising display campaign.

Consumer dependence on mobile devices, especially while out-of-home, makes out-of-home advertising displays and mobile advertising a natural fit for advertiser brand messaging, allowing consumer mobile activities such as search, social and e-commerce to be primed by the out-of-home advertising display.

Additionally, we offer a social influence add-on product to amplify our out-of-home advertising display campaigns.

Consumer dependence on mobile devices, especially while out-of-home, makes out-of-home advertising displays and mobile advertising a natural fit for advertiser brand messaging, allowing consumer mobile activities such as search and e-commerce to be primed by the out-of-home advertising display.

Continued Adoption & Refinement of Audience Measurement Systems;

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Media segment revenues earned among different industries for 2021, 2020 and 2019.

For 2020, as a result of our diverse base of customers in the United States, no single industry contributed more than 11% of our U.S.

For 2021, as a result of our diverse base of customers in the U.S., no single industry contributed more than 18% of our U.S.

Media segment revenues.

We have updated the presentation of our industry reporting and certain reclassifications of prior year data have been made to conform to the current period’s presentation.

Percentage of Total U.S.

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Industry 2021 2020 2019

Professional Services 11 % 8 % 7 %

Healthcare/Pharmaceuticals 9 8 8

Computers/Internet 8 8 8

Television 6 7 7

Financial Services 6 7 5

Restaurants/Fast Food 5 5 5

Automotive 5 4 4

Entertainment 18 % 17 % 22 %

Casinos/Lottery 4 3 4

Beer/Liquor 3 3 4

Health/Medical 10 10 8

Retail 9 9 10

Technology 6 6 6

Miscellaneous Service Providers 6 5 5

Legal Services/Lawyers 5 5 3

Financial 5 4 5

Restaurants 4 5 4

Alcohol 4 3 4

Consumer Packaged Goods 4 5 5

Automotive 4 5 4

Government/Political 4 4 2

Insurance 3 4 4

Education 3 3 3

Food/Non-Alcoholic Beverages 3 3 3

Travel/Leisure 3 3 3

Government Agencies 3 2 2

Real Estate Brokerage 2 2 2

Telecom/Utilities 2 3 4

Utilities 3 3 4

Real Estate 3 3 2

Total 100 % 100 % 100 %

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Miami, FL 5 9 6 951 22,670 23,621 5

San Francisco, CA 4 4 4 1,115 16,811 17,926 4

Washington D.C.

1 10 2 23 47,025 47,048 9

State of New Jersey 5 <1 4 3,559 — 3,559 <1

Boston, MA 1 6 2 231 39,606 39,837 8

Houston, TX 4 <1 4 1,106 194 1,300 <1

Atlanta, GA 3 5 4 1,946 17,715 19,661 4

Dallas, TX 3 1 2 713 542 1,255 <1

San Francisco, CA 4 2 4 1,077 19,552 20,629 4

Houston, TX 4 1 3 1,090 200 1,290 <1

Chicago, IL 4 <1 3 1,092 135 1,227 <1

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Tampa, FL 4 — 3 1,399 — 1,399 <1

Dallas, TX 3 2 3 705 535 1,240 <1

Boston, MA 2 5 2 246 38,935 39,181 8

Phoenix, AZ 2 <1 2 1,400 717 2,117 <1

Orlando, FL 2 — 2 1,252 — 1,252 <1

All other United States

Washington D.C.

<1 8 2 23 47,079 47,102 9

Sports marketing and other (b)

All other United States

29 1 23 18,801 2,095 20,896 4

Other — 1 <1 — — — —

Total United States 94 96 95 40,359 458,756 499,115 98

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(a) All displays, including those reserved for transit agency use.

(b) 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.

The New York and Los Angeles metropolitan areas contributed 40% and 10%, respectively, of total transit and other revenues in 2020 and 45% and 9%, respectively, of total transit and other revenues in 2019.

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Total $ 252.7 $ 112.4 $ 365.1 1,343 6,238 7,581

(a) Digital display amounts (1) includes 3,144 displays reserved for transit agency use in 2020, 2,172 in 2019 and 655 in 2018, and (2) exclude 1,649 MetroCard vending machine digital screens in 2018.

(a) Digital display amounts include 3,795 displays reserved for transit agency use in 2021, 3,144 in 2020 and 2,172 in 2019.

Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

Most of our non-maintenance capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital, the building of new digital displays and the enhancement of our billboard structures to enable us to charge premium rates.

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

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

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

See “—Growth Strategy.”

We built or converted 60 digital billboard displays in the United States and 3 in Canada in 2020, compared to 107 digital billboard displays in the United States and 13 in Canada in 2019, and 57 digital billboard displays in the United States and 26 in Canada in 2018.

Additionally, in 2020, we entered into marketing arrangements to sell advertising on 31 third-party digital billboard displays in the U.S.

and 31 in Canada.

In 2020, we built, converted or replaced 2,893 digital transit and other displays in the United States.

We built or converted 77 digital billboard displays in the U.S.

and 10 in Canada in 2021, compared to 60 digital billboard displays in the U.S.

and 3 in Canada in 2020, and 107 digital billboard displays in the U.S.

and 13 in Canada in 2019.

Additionally, we entered into marketing arrangements to sell advertising on 35 third-party digital billboard displays in the U.S.

and 4 in Canada in 2021, compared to 31 third-party digital billboard displays in the U.S.

and 31 in Canada in 2020, and 50 third-party billboard displays in the U.S.

and 27 in Canada in 2019.

We built, converted or replaced 3,778 digital transit and other displays in the U.S.

and 15 in Canada in 2021, and 2,893 digital transit and other displays in the U.S.

and 10 in Canada in 2020.

Our total number of digital displays is impacted by acquisitions, dispositions, management agreements and the net effect of new and lost billboards and the net effect of won and lost franchises.

Further, as a result of the COVID-19 pandemic, we reduced our digital billboard display conversions and temporarily suspended or delayed our deployment of certain digital transit displays.

Further, as a result of the COVID-19 pandemic, in 2020 and 2021, we reduced our digital billboard display conversions and temporarily suspended or delayed our deployment of certain digital transit displays.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.” As of December 31, 2021, our average initial investment required for a digital billboard display is approximately $250,000.

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Our maintenance capital expenditures were $25.3 million in 2021, $17.8 million in 2020 and $18.1 million in 2019.

Maintenance capital expenditures also include spending on software and technology.

In the opinion of management, our outdoor advertising sites and structures are adequately covered by insurance.

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and 84 were Canadian sales and sales-related personnel.

As of December 31, 2020, 2,062 of our employees were full-time employees and 19 were part-time employees.

As of December 31, 2021, 2,181, or 99%, of our employees were full-time employees and 14, or 1%, were part-time employees.

Some of these employees are represented by labor unions and are subject to collective bargaining agreements.

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We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in consultative selling, technology, safety, compliance, management and leadership skills.

We also recognize the efforts of our employees with a variety of awards, such as our OUTShine!

equity awards.

For 2020, we experienced a 15% reduction in our workforce (excluding employee furloughs), compared to 7% growth in 2019, primarily due to our actions taken in response to the impact of the COVID-19 pandemic to reduce our expenses, including, among other things, workforce reductions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.” However, voluntary turnover rates in the U.S.

decreased from 9% for 2019 to 6% for 2020.

We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards, such as our annual OUTShine!

awards, our OUTpace awards and our President’s Club trips.

In 2021, we experienced lower total employee turnover of 15% compared to 26% in 2020.

Employee turnover in 2020 was primarily due to actions taken in that year to reduce our expenses in response to the impact of the COVID-19 pandemic, including, among other things, workforce reductions.

The reduction in employee turnover in 2021 was partially offset by an increase in voluntary turnover.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.”

Diversity and Inclusion

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In 2021, we did not suffer any significant employee accidents or injuries and continue to strictly manage our corporate health and safety programs to ensure compliance.

In response to the COVID-19 pandemic, we prioritized the health and safety of our employees by, among other things, shifting to a secure remote workforce for all personnel other than operations personnel who service our displays and certain other personnel, and implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open or in the process of reopening.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—COVID-19 Impact.”

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the United States and Canada.

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S.

These regulations have a significant impact on the outdoor advertising industry and our business.

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The descriptions do not purport to describe all present and proposed regulations affecting our businesses.

In the United States, the federal Highway Beautification Act of 1965 (the “HBA”) establishes a framework for the regulation of outdoor advertising on primary and interstate highways built with federal financial assistance.

In the U.S., the federal Highway Beautification Act of 1965 (the “HBA”) establishes a framework for the regulation of outdoor advertising on primary and interstate highways built with federal financial assistance.

As a condition to federal highway assistance, the HBA requires states to restrict billboards on such highways to commercial and industrial areas, and imposes certain size, spacing and other requirements associated with the installation and operation of billboards.

The HBA also requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation for takings, on affected roadways.

These state restrictions and standards, or their local and municipal counterparts, as described below, may be modified, replaced or invalidated over time in response to third party legal challenges or otherwise, which could affect prevailing competitive conditions in our markets in a variety of ways and/or have an adverse effect on our business, financial condition and results of operations.

Reagan National Advertising of Texas Inc.

case now pending before the U.S.

Supreme Court) or otherwise, which could affect prevailing competitive conditions in our markets in a variety of ways and/or have an adverse effect on our business, financial condition and results of operations.

See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—Government regulation of outdoor advertising, including any changes to such regulation, may restrict our outdoor advertising operations and our ability to increase the number of advertising displays in our portfolio.”

Municipal and county governments generally also have sign controls as part of their zoning laws and building codes, and many have adopted standards more restrictive than the federal requirements.

Some state and local government regulations prohibit construction of new billboards and some allow new construction only to replace existing structures.

Other laws and regulations

throughout the United States and Canada limit or prohibit the ability to modify, relocate, rebuild, replace, repair, maintain and upgrade advertising structures, particularly those structures that are “legal nonconforming” (i.e., that conformed with applicable regulations when built but which no longer conform to current regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures generally and/or on the surrounding land and vegetation, as well as on the use of new technologies such as digital signs.

Other laws and regulations throughout the U.S.

and Canada limit or prohibit the ability to modify, relocate, rebuild, replace, repair, maintain and upgrade advertising structures, particularly those structures that are “legal nonconforming” (i.e., that conformed with applicable regulations when built but which no longer conform to current regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures generally and/or on the surrounding land and vegetation, as well as on the use of new technologies such as digital signs.

In addition, from time to time, third parties or local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.

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Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction.

Some local governments in the United States and Canada have attempted to force the removal of billboards after a period of years under a concept called amortization.

Some local governments in the U.S.

and Canada have attempted to force the removal of billboards after a period of years under a concept called amortization.

Under this concept the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time.

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Thus far, we have generally been able to obtain satisfactory compensation for our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future.

A number of federal, state and local governments in the United States and Canada have implemented, or introduced legislation to impose, taxes (including taxes on revenues from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenues, or both.

A number of federal, state and local governments in the U.S.

and Canada have implemented, or introduced legislation to impose, taxes (including taxes on revenues from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenues, or both.

Several jurisdictions have already imposed taxes based on a percentage of our outdoor advertising revenue in those jurisdictions.

In addition, some jurisdictions have taxed our personal property and leasehold interests in outdoor advertising locations using various other valuation methodologies.

We expect the United States and Canada to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.

We expect the U.S.

and Canada to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.

Further, certain laws and regulations may affect prevailing competitive conditions in our markets in a variety of ways, including reducing our expansion opportunities, or increasing or reducing competitive pressure on us from other members of the outdoor advertising industry and/or other parties who wish to engage in outdoor advertising.

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Restrictions on outdoor advertising of certain products, services and content are or may be imposed by federal, state and local laws and regulations, as well as contracts with municipalities and transit franchise partners.

For example, tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business.

As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the United States and Canada.

For example, certain classes and types of tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business.

As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.

We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety.

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We intend to expand the deployment of digital billboards that display digital advertising copy from various advertisers that change up to several times per minute.

We have encountered some existing regulations in the United States and Canada that restrict or prohibit these types of digital displays.

Furthermore, as digital advertising displays are introduced into the market on a large scale, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays due to alleged concerns over, among other things, aesthetics or driver safety.

We have encountered some existing regulations in the U.S.

and Canada that restrict or prohibit these types of digital displays.

Furthermore, as digital advertising displays are introduced into the market on a large

scale, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays due to alleged concerns over, among other things, aesthetics or driver safety.

We are subject to numerous federal, state, local and foreign laws, rules and regulations as well as industry standards and regulations regarding privacy, information security, data and consumer protection (including with respect to personally identifiable information), among other things.

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We have and may in the future invest in securities or interests of other issuers, including REITs and entities engaged in real estate activities, directly or in connection with joint ventures or in connection with other strategic transactions.

We have not and do not currently anticipate investing in securities of other issuers for the purpose of exercising control over such entities, acquiring any investments primarily for sale in the ordinary course of business, or holding any investments with a view to making short-term gains from their sale, but we may engage in these activities in the future.

Since we must comply with various requirements

under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain investments and acquisitions, such as acquisitions of C corporations, may be limited.

We have not and do

not currently anticipate investing in securities of other issuers for the purpose of exercising control over such entities, acquiring any investments primarily for sale in the ordinary course of business, or holding any investments with a view to making short-term gains from their sale, but we may engage in these activities in the future.

Since we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain investments and acquisitions, such as acquisitions of C corporations, may be limited.

Investments in Other Securities.

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We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, to provide additional funds to distribute to stockholders, and/or for corporate purposes.

The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement and a related security agreement, each dated January 31, 2014 (together, and as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $600.0 million under a term loan due in 2026 (the “Term Loan”).

The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $600.0 million under a term loan due in 2026 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).

Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities.

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Additionally, since 2014, the Borrowers have issued senior unsecured notes in several private placement transactions and redeemed certain of these senior unsecured notes.

As of December 31, 2020, of the senior unsecured notes issued by the Borrowers, $500.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (the “2024 Notes”), $400.0 million aggregate principal amount of 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”), $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”) and $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes” and collectively with the 2024 Notes, 2025 Notes and the 2027 Notes, the “Notes”) remain outstanding.

On February 16, 2021, we used the net proceeds from the issuance of $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”), together with cash on hand, to redeem all of our outstanding 2024 Notes.

In addition, as of December 31, 2020, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 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 2021, unless further extended.

We have been a party to the agreements governing the AR Facility and the Repurchase Facility since June 2017 and September 2018, respectively.

We have, and from time to time we may, draw funds from the Revolving Credit Facility and/or the AR Securitization Facilities or other credit facilities that we may establish for specific or general corporate purposes.

As of December 31, 2021, of the senior unsecured notes issued by the Borrowers, $400.0 million aggregate principal amount of 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”), $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) and $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes” and collectively with the 2025 Notes, 2027 Notes and 2029 Notes, the “Notes”) remain outstanding.

In addition, as of December 31, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2022, unless further extended.

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

We have, and from time to time we may, draw funds from the Revolving Credit Facility and/or the AR Facility or other credit facilities that we may establish for specific or general corporate purposes, subject to borrowing capacities available under these facilities.

For more information, see “Item 7.

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The Company’s Charter (our “charter”) and the Company’s Amended and Restated Bylaws (our “bylaws”) do not limit the amount or percentage of indebtedness that we may incur, nor have we adopted any policies addressing this.

The Credit Agreement, the agreements governing the AR Securitization Facilities and the indentures governing the Notes (and the 2029 Notes) contain, and any future debt agreements may contain, covenants that place restrictions on us and our subsidiaries.

The Credit Agreement, the agreements governing the AR Facility and the indentures governing the Notes contain, and any future debt agreements may contain, covenants that place restrictions on us and our subsidiaries.

Our board of directors may limit our debt incurrence to be more restrictive than our debt covenants allow and from time to time may modify these restrictions in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

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We may consider offering purchase money financing in connection with the sale of properties.

Other than loans to joint ventures in which we participate and loans to joint venture partners, which we have made, and may continue to make, we have not made any loans to third parties.

Other than loans

to joint ventures in which we participate and loans to joint venture partners, which we have made, and may continue to make, we have not made any loans to third parties.

Company Securities Policies

In the future, we may issue debt securities (including senior securities), offer common stock, preferred stock, convertible securities or options to purchase common stock in exchange for property, and/or repurchase or otherwise reacquire our common stock or other securities in the open market or otherwise.

Except in connection with the Notes (and the 2024 Notes) and any related exchanges of publicly registered Notes for privately issued Notes, equity private placements relating to a license and development agreement, Class A equity interests of a subsidiary of the Company that controls its Canadian business in connection with the acquisition of outdoor advertising assets in Canada, the ATM Program and the Private Placement (each as defined and described in “Item 7.

Except in connection with the Notes, Class A equity interests of a subsidiary of the Company that controls its Canadian business in connection with the acquisition of outdoor advertising assets in Canada, the ATM Program and the Series A Preferred Stock (each as defined and described in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”) and stock-based employee and consultant compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.

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Such reports and other information filed by the Company with the SEC are available free of charge in the Investor Relations section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains an

Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The contents of the websites referred to above are not incorporated into this filing.

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

What changed 10-K

Item 1. Business