What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-02-24 compared with 2021-02-26 · 235 added, 371 removed, 1004 unchanged (38% of the section changed)

36 unchanged sentences

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.

Under the MTA agreement, as amended in June 2020 and July 2021, the Company is obligated to incur the costs and deploy, over a number of years, certain digital advertising screens and 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 Company’s 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, and 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.

As amended in July 2021, (i) the initial 10-year term of the MTA agreement was extended to a 13-year initial term.

The Company has the option to extend this initial 13-year term for an additional five-year period at the end of the 13-year initial term, subject to satisfying certain quantitative and qualitative conditions;

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

The Company did not recoup any equipment deployment costs in 2021.

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 $279.8 million as of December 31, 2021.

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 $63 million as of December 31, 2021.

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.

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 (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, 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.

This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to management’s accounting for the arrangement and the associated amendments.

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

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.

These procedures included testing the effectiveness of controls relating to management’s accounting for the MTA agreement and associated amendments.

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 revenue projections from the prior year, (iii) evaluating the Company’s 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.

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.

Transit Reporting Unit

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, 2021, and the goodwill balance associated with the U.S.

Transit reporting unit was $47.6 million.

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.

Management computes the estimated fair value of each reporting unit for which they perform a quantitative assessment using the income approach.

Under the income approach, the fair value is determined using a discounted cash flow model 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 requires management to use significant estimates and assumptions such as projected revenue growth rates, terminal growth rates, billboard lease and transit franchise expenses, other operating and selling, general, and administrative expenses, capital expenditures, contract renewals and extensions and discount rates.

The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general, and administrative expenses, capital expenditures, and contract renewals and extensions 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.

1 unchanged sentence

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.

Transit reporting unit is a critical audit matter are the significant judgment by management when developing the fair value of the reporting unit, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the projected revenue growth rates, other operating and selling, general, and administrative expenses, and contract renewals and extensions.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

1 unchanged sentence

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.

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.

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.

Transit reporting unit and development of the significant assumptions related to the projected revenue growth rates, other operating and selling, general, and administrative expenses, and contract renewals and extensions.

These procedures also included, among others (i) testing management’s process for developing the fair value of the reporting unit, (ii) evaluating the appropriateness of the discounted cash flow model, (iii) testing the completeness and accuracy of data used in the model, and (iv) evaluating the reasonableness of significant assumptions used by management related to the projected revenue growth rates, other operating and selling, general, and administrative expenses, and contract renewals and extensions.

Evaluating management’s significant assumptions, 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 discounted cash flow model.

/s/ PricewaterhouseCoopers LLP

11 unchanged sentences

Prepaid lease and franchise costs 12.5 5.4

Prepaid MTA equipment deployment costs (Notes 5 and 19) — 55.4

Other prepaid expenses 17.8 14.4

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Preferred stock (2021 - 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)

2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 11)

Stockholders’ equity (Note 11):

27 unchanged sentences

Loss on extinguishment of debt ( 6.3 ) — ( 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 )

Other income, net — 0.1 0.1

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 31.6 ( 58.5 ) 145.8

Benefit (provision) for income taxes 3.4 ( 1.1 ) ( 10.9 )

Equity in earnings of investee companies, net of tax 1.4 ( 0.6 ) 5.7

28 unchanged sentences

Stockholders’ Equity

(in millions, except per share amounts) Shares of Common Stock Common Stock $ 0.01 per share par value)

(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 Loss Total Stockholders’ Equity Non-Controlling Interests Total Equity

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

138.6 $ 1.4 $ 1,963.0 $ ( 775.6 ) $ ( 7.7 ) $ 1,181.1 $ 45.5 $ 1,226.6

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 loss — — — — ( 14.3 ) ( 14.3 ) — ( 14.3 )

Other comprehensive income — — — — 4.3 4.3 — 4.3

Stock-based payments:

1.0 — — — — — — —

— — 20.2 — — 20.2 — 20.2

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 )

( 0.3 ) — ( 8.4 ) — — ( 8.4 ) — ( 8.4 )

Class A equity interest redemptions 0.6 — 14.3 — — 14.3 ( 14.3 ) —

0.2 — 4.8 — — 4.8 ( 4.8 ) —

Shares issued under the ATM Program 2.2 — 50.8 — — 50.8 — 50.8

0.7 — 15.3 — — 15.3 — 15.3

Dividends ($ 1.44 per share)

— — — ( 208.3 ) — ( 208.3 ) — ( 208.3 )

— — 0.1 — — 0.1 1.8 1.9

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

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

Net income (loss) — — — — — ( 61.0 ) — ( 61.0 ) 0.8 ( 60.2 )

Other comprehensive loss — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 )

Stock-based payments:

1.0 — — — — — — —

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 )

( 0.4 ) — ( 7.9 ) — — ( 7.9 ) — ( 7.9 )

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

Class A equity interest redemptions — — 0.2 — 5.1 — — 5.1 ( 5.1 ) —

0.6 — 14.3 — — 14.3 ( 14.3 ) —

Shares issued under the ATM Program

Series A Preferred Stock dividends 7 %)

— — — — — ( 19.5 ) — ( 19.5 ) — ( 19.5 )

1 unchanged sentence

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

— — 0.2 — — 0.2 3.9 4.1

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

143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4

OUTFRONT Media Inc.

5 unchanged sentences

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

— $ — 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 )

Net income — — — — — 35.6 — 35.6 0.8 36.4

Other comprehensive income — — — — — — 13.6 13.6 — 13.6

Stock-based payments:

— — 1.1 — — — — — — —

Vested — — 1.1 0.1 — — — 0.1 — 0.1

Amortization — — — — 28.6 — — 28.6 — 28.6

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

— — ( 0.4 ) — ( 12.8 ) — — ( 12.8 ) — ( 12.8 )

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

Class A equity interest redemptions — — 0.5 — 11.8 — — 11.8 ( 11.8 ) —

— — 0.2 — 5.1 — — 5.1 ( 5.1 ) —

Series A Preferred Stock dividends 7 %)

2 unchanged sentences

— — — — — ( 29.2 ) — ( 29.2 ) — ( 29.2 )

— — — — — — — — ( 1.8 ) ( 1.8 )

Other — — — — ( 3.3 ) — — ( 3.3 ) ( 2.5 ) ( 5.8 )

Balance as of December 31, 2021 0.4 $ 383.4 145.6 $ 1.5 $ 2,119.0 $ ( 1,122.0 ) $ ( 4.4 ) $ 994.1 $ 13.0 $ 1,390.5

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.

6 unchanged sentences

$ 35.6 $ ( 61.0 ) $ 140.1

Adjustments to reconcile net income to net cash flow provided by operating activities:

Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:

Net income attributable to non-controlling interests 0.8 0.8 0.5

2 unchanged sentences

Stock-based compensation 28.6 23.8 22.3

Provision for doubtful accounts 20.1 5.3 1.9

Provision (recovery) for doubtful accounts ( 4.0 ) 20.1 5.3

Accretion expense 2.7 2.6 2.5

31 unchanged sentences

Proceeds from shares issued under the ATM Program — — 50.9

Earnout payment related to prior acquisition — — ( 0.4 )

Taxes withheld for stock-based compensation ( 9.0 ) ( 12.6 ) ( 7.9 )

Dividends ( 57.5 ) ( 75.1 ) ( 208.1 )

Other ( 3.7 ) — —

Net cash flow provided by (used for) financing activities ( 162.2 ) 573.0 ( 94.3 )

4 unchanged sentences

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

Net increase (decrease) in cash, cash equivalents and restricted cash ( 287.2 ) 651.1 6.8

Cash, cash equivalents and restricted cash at beginning of year 712.0 60.9 54.1

3 unchanged sentences

Cash paid for interest 117.8 127.6 121.5

Non-cash operating, investing and financing activities:

Non-cash investing and financing activities:

Accrued purchases of property and equipment $ 3.2 $ 3.3 $ 7.7

Accrued MTA franchise rights 4.5 6.5 4.0

Non-cash effect of straight-line rent 11.2 6.9 1.9

Taxes withheld for stock-based compensation — 0.2 —

8 unchanged sentences

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

and 145 markets across the U.S.

and approximately 150 markets across the U.S.

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

4 unchanged sentences

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 Sports Marketing operating segment was the marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the U.S.

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

2 unchanged sentences

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.

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 ongoing 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies

7 unchanged sentences

We classify cash balances that are legally restricted pursuant to contractual arrangements as restricted cash.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Receivables —Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts.

4 unchanged sentences

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.

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 expected to be 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.

1 unchanged sentence

Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings 20 to 40 years

Buildings and improvements 15 to 35 years

Advertising structures 3 to 20 years

8 unchanged sentences

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

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.

If the acquired assets do 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.

4 unchanged sentences

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

3 unchanged sentences

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.

Our discounted cash flow model requires us to use significant estimates and assumptions such as projected revenue growth rates, terminal growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures, contract renewals and extensions, and discount rates.

The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures and contract renewals and extensions 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.

17 unchanged sentences

We rent or sublease certain real estate to third parties.

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.

7 unchanged sentences

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

20 unchanged sentences

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.

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.

5 unchanged sentences

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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 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.

Amortization of direct lease acquisition costs are presented within Selling General and Administrative expenses (“ 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.

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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.

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.

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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.

In the first quarter of 2021, we adopted the FASB’s guidance for simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, Income Taxes .

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

In March 2020, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate (“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.

In October 2021, the FASB issued guidance on the recognition and measurement of contract assets and contract liabilities acquired in a business combination.

At the acquisition date, the acquirer should account for the related revenue contracts as if it had originated the contracts.

The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

This guidance is effective for public entities as of December 15, 2022.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

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.

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

As of December 31, 2021, we have no restricted cash.

(in millions) December 31, 2021 December 31, 2020 December 31, 2019

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Cash, cash equivalents and restricted cash $ 424.8 $ 712.0 $ 60.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Property and Equipment, Net

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Land $ 102.9 $ 98.0

Buildings 48.3 50.4

Advertising structures 1,897.7 1,866.1

Furniture, equipment and other 168.5 153.1

Buildings and improvements 50.3 48.3

Advertising structures (a)

1,937.4 1,895.0

Furniture, equipment and other (a)

Construction in progress 38.7 25.1

2,300.6 2,223.7

Less accumulated depreciation 1,603.4 1,527.6

Less accumulated depreciation (a)

1,652.7 1,589.5

Property and equipment, net $ 647.9 $ 634.2

(a) Certain property and equipment were fully depreciated and no longer being utilized prior to 2020.

As a result, we have revised previously reported gross property and equipment and the related accumulated depreciation as of December 31, 2020.

The revision, which has no impact on the Consolidated Statement of Financial Position, decreased previously reported gross advertising structures by $ 2.7 million, gross furniture, equipment and other by $ 11.2 million and total accumulated depreciation by $ 13.9 million.

Depreciation expense was $ 79.4 million in 2021, $ 84.5 million in 2020 and $ 87.3 million in 2019.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

For the years ended December 31, 2021 and 2020, the changes in the book value of goodwill by segment were as follows:

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As of December 31, 2019 $ 2,054.0 $ 29.1 $ 2,083.1

Currency translation adjustments — 3.4 3.4

As of December 31, 2019 2,054.0 29.1 2,083.1

Disposition (a)

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As of December 31, 2020 $ 2,054.0 $ 23.8 $ 2,077.8

As of December 31, 2021 $ 2,054.0 $ 23.8 $ 2,077.8

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

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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.

In the fourth quarter of 2021, we performed a qualitative assessment of two of our reporting units and a quantitative assessment of our other reporting unit for possible goodwill impairment and no goodwill impairment was identified.

As of December 31, 2021, the goodwill balances associated with the U.S.

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Transit reporting unit was $ 47.6 million and the Canada reporting unit was $ 23.8 million.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Intangible Assets

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As of December 31, 2020:

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

Permits and leasehold agreements (a)

$ 1,187.7 $ ( 774.8 ) $ 412.9

Franchise agreements (a)

513.9 ( 382.9 ) 131.0

Other intangible assets (a)

23.4 ( 19.8 ) 3.6

Total intangible assets $ 1,725.0 $ ( 1,177.5 ) $ 547.5

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

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

The revision, which has no impact on the Consolidated Statement of Financial Position, decreased previously reported gross permits and leasehold agreements and accumulated amortization by $ 2.3 million, gross franchise agreements and accumulated amortization by $ 0.8 million and gross other intangible assets and accumulated amortization by $ 22.4 million.

In 2021, we acquired 155 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $ 115.2 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 17.2 years.

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

Amortization expense was $ 66.0 million in 2021, $ 61.3 million in 2020 and $ 59.0 million in 2019.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We expect our aggregate annual amortization expense for intangible assets for each of the years 2022 through 2026, to be as follows:

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Amortization expense $ 67.3 $ 65.2 $ 62.8 $ 59.7 $ 55.0

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.

As of December 31, 2021, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $ 187.5 million and non-current operating lease liabilities of $1.3 billion.

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In 2021, variable operating lease costs were $ 80.6 million.

In 2019, we recorded operating lease costs of $ 406.8 million in Operating

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

expenses and $ 8.6 million in SG&A .

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 expenses and $ 8.6 million in SG&A .

In 2019, variable operating lease costs were $ 93.0 million.

In 2021, 2020 and 2019, sublease income was immaterial.

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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.

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.

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.

We recorded rental income of $ 1,141.1 million in 2021, $ 945.4 million in 2020 and $ 1,149.8 million in 2019 in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2021, rental payments to be received under non-cancellable operating leases are as follows:

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Total minimum payments $ 547.1

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Asset Retirement Obligation

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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.

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Short-term debt:

AR Facility $ — $ 105.0

Repurchase Facility $ — $ 80.0

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4.250 % senior unsecured notes, due 2029

4.625 % senior unsecured notes, due 2030

Total senior unsecured notes 2,050.0 2,051.3

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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”).

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

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

In connection with the AR Facility, 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”).

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

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.

As of December 31, 2021, there were no outstanding borrowings under the AR Facility.

As of December 31, 2021, there was no borrowing capacity under the AR Facility due to a voluntary temporary suspension of the AR Facility in accordance with the agreements governing the AR Facility;

however, as of December 31, 2021, we had approximately $ 332.4 million of accounts receivable that could be used as collateral for the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial in 2021, 2020 and 2019.

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

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.

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

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

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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.

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 5.625 % Senior Unsecured Notes due 2024 (the “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.

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, 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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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, 2021, our Consolidated Total Leverage Ratio was 6.7 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.

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

As of December 31, 2021, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of December 31, 2021, we are in compliance with our debt covenants.

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

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

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

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.

As of December 31, 2021, we had deferred $ 30.3 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility 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 .

We had 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 and as of December 31, 2021, only one interest rate cash flow swap agreement remains outstanding.

The fair value of the swap positions was a net liability of approximately $ 0.4 million as of December 31, 2021, which is included in Other current liabilities on our Consolidated Statement of Financial Position and $ 5.6 million as of December 31, 2020, which is included in Other liabilities on our Consolidated Statement of Financial Position.

As of December 31, 2021, under the terms of the remaining agreement, we will pay interest based on an aggregate notional amount of $ 50.0 million, under a weighted-average fixed interest rate of 1.8 %, with a receive rate of one-month LIBOR and which matures on June 30, 2022 .

The one-month LIBOR rate was approximately 0.1 % as of December 31, 2021.

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As of December 31, 2020 ( 1.3 ) ( 11.1 ) ( 5.6 ) ( 18.0 )

Other comprehensive income (loss) before reclassifications

3.1 ( 2.8 ) ( 1.0 ) ( 0.7 )

Other comprehensive income before reclassifications — 7.9 5.2 13.1

Amortization of actuarial losses reclassified to net income (a)

Total other comprehensive income (loss), net of tax 3.1 ( 2.4 ) ( 1.0 ) ( 0.3 )

Total other comprehensive income, net of tax — 8.4 5.2 13.6

As of December 31, 2021 $ ( 1.3 ) $ ( 2.7 ) $ ( 0.4 ) $ ( 4.4 )

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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.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax provision of $ 2.9 million in 2021 and a tax benefit of $ 0.9 million in 2020 and $ 0.6 million in 2019.

As of December 31, 2021, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

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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

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock 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, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (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 April 20, 2028, after which time dividends will be payable solely in cash.

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

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

If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the

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;

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.

amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter.

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

In 2021, we paid cash dividends of $ 28.0 million on the Series A Preferred Stock.

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

During 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, 2021, 1,574,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

During 2021, distributions to holders of the Class A equity interests were immaterial.

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

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As of December 31, 2021, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

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

On February 23, 2022 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on March 31, 2022 , to stockholders of record at the close of business on March 4, 2022 .

OUTFRONT Media Inc.

40 unchanged sentences

Amortization of direct lease acquisition costs is presented within SG&A in the accompanying Consolidated Statements of Operations.

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

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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.

Acquisitions and Dispositions

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.

We completed several asset acquisitions for a total purchase price of approximately $ 136.5 million in 2021, $ 18.1 million in 2020 and $ 69.7 million in 2019.

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.

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We have recorded a total gain of $ 10.2 million related to the Sports Disposition, of which $ 7.2 million was recorded in 2020 and $ 3.0 million was recorded in 2021.

Stock-Based Compensation

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Compensation expense is recorded based on the probable outcome of the performance condition.

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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.

Adjustments are made to compensation expense based on actual forfeitures.

In the first quarter of 2021, the Company granted one-time equity award grants to our executive officers.

The grant values of the one-time RSU awards were equal to 100 % of each executive officer’s current base salary, and comprised of 60 % PRSUs, which contain a market and service condition, and 40 % time-based RSUs, which only contain a service condition.

The PRSU market condition will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S.

Media and Entertainment Index as of January 1, 2021, measured over a 2 -year performance period, with the number of PRSUs eligible to vest ranging from 0 % to 200 % of target based on a percentile ranking of the Company’s relative TSR.

Subject to the market condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date.

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

The following table summarizes our stock-based compensation expense for 2021, 2020 and 2019.

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Non-vested as of December 31, 2021 2,447,246 23.18

The total fair value of RSUs and PRSUs that vested was $ 22.6 million during 2021, $ 29.0 million during 2020 and $ 18.3 million during 2019.

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.

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

Exercised ( 23,115 ) 16.43

Forfeited or expired ( 103,413 ) 26.39

Outstanding as of December 31, 2021 — —

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 intrinsic value of stock option exercises were $ 0.3 million in 2020 and $ 0.1 million in 2019.

The tax benefit of stock option exercises was immaterial in 2020 and 2019.

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

Exercise Price Number

Options Remaining

Life (Years) Weighted

Price Number of

Options Weighted

$ 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 .

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.

Effective April 1, 2020, the Outfront Media Canada LP (the “Plan”) was closed to most new employees.

As of December 31, 2021, we completed freezing the Plan to any future benefit accruals.

Employees under the Plan are now entitled to enhanced defined contribution plan benefits.

The benefits for the pension plan in Canada were 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 were vested after two years of service or immediately, depending on the province of their employment.

We funded 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 insurance contracts, equity securities and corporate and government-related fixed income securities.

The pension plan in the U.S.

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We use a December 31 measurement date for all pension plans.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table sets forth the change in benefit obligation for our pension plans.

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Benefit obligation, end of year $ 65.3 $ 71.3 $ 62.1

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table sets forth the change in plan assets for our pension plans.

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(in millions) 2021 2020

Unfunded status, end of year $ ( 7.4 ) $ ( 4.7 )

Funded (unfunded) status, end of year $ 4.2 $ ( 7.4 )

Amounts recognized on the Consolidated Statement of Financial Position:

Other noncurrent liabilities ( 7.4 ) ( 4.7 )

Other noncurrent assets (liabilities) 4.2 ( 7.4 )

Net amounts recognized 4.2 ( 7.4 )

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The accumulated benefit obligation for the defined benefit pension plans was $ 61.2 million as of December 31, 2021, and $ 66.7 million as of December 31, 2020.

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.

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Amortization of actuarial losses (a)

Settlement cost — — 0.1

Net periodic pension cost $ ( 0.1 ) $ 0.3 $ 1.8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

(in millions) Year Ended December 31, 2021

Actuarial loss $ ( 3.5 )

Actuarial gain $ 10.8

Amortization of actuarial losses (a)

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(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.

Estimated net actuarial losses related to the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2022 is immaterial.

As of and for the Year Ended December 31,

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Our plan assets are included in a trust in Canada and a trust in the U.S.

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Level 3 is based on unobservable inputs that market participants would use in pricing the asset.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2021

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Beginning of year $ 3.5 $ 3.7

Realized gains 0.4 —

Purchases 25.9 —

Payments ( 0.6 ) ( 0.4 )

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End of year $ 29.4 $ 3.5

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.

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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.

The fair value of government

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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2.5 2.5 2.6 2.7 2.9 16.1

We expect to contribute $ 1.4 million to our pension plans in 2021.

We expect to contribute $ 0.1 million to our defined benefit pension plans in 2022.

Multi-Employer Pension and Postretirement Benefit Plans

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Cash paid for income taxes was $ 1.7 million in 2021, $ 3.4 million in 2020 and $ 10.5 million in 2019.

and foreign components of Income (loss) before provision for income taxes and equity in earnings of investee companies were as follows:

and foreign components of Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies were as follows:

Year Ended December 31,

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Foreign ( 1.0 ) ( 5.7 ) 1.5

Income (loss) before provision for income taxes and equity in earnings of investee companies $ ( 58.5 ) $ 145.8 $ 108.7

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies $ 31.6 $ ( 58.5 ) $ 145.8

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.

The following table reconciles Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies to REIT taxable income.

Year Ended December 31,

(in millions) 2021 2020 2019

Income (loss) before provision for income taxes and equity in earnings of investee companies $ ( 58.5 ) $ 145.8 $ 108.7

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies $ 31.6 $ ( 58.5 ) $ 145.8

Net (income) loss of TRSs 21.9 10.6 ( 16.4 )

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Book/tax differences - deferred gain for tax ( 3.0 ) ( 1.3 ) ( 3.2 )

Book/tax differences - capitalized costs ( 2.6 ) 5.0 6.4

Book/tax differences - investments in joint ventures 5.0 ( 2.6 ) 5.0

Book/tax differences - executive compensation 6.3 4.6 7.8

1 unchanged sentence

Book/tax differences - provision for doubtful accounts ( 7.5 ) 14.6 1.3

Book/tax differences - interest 13.8 — —

Book/tax differences - other 4.3 7.8 8.1

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(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:

The components of the Benefit (provision) for income taxes are as follows:

Year Ended December 31,

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( 1.3 ) ( 3.9 ) ( 10.7 )

Deferred tax benefit (liability):

Federal 3.2 ( 0.1 ) 0.3

2 unchanged sentences

4.7 2.8 ( 0.2 )

Provision for income taxes $ ( 1.1 ) $ ( 10.9 ) $ ( 4.9 )

Benefit (provision) for income taxes $ 3.4 $ ( 1.1 ) $ ( 10.9 )

The effective income tax rate was 10.8 % in 2021, 1.9 % in 2020 and 7.5 % in 2019.

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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:

federal statutory income tax rate of 21 % and the Benefit (provision) for income taxes is summarized as follows:

Year Ended December 31,

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Other, net ( 0.5 ) ( 1.2 ) 0.3

Provision for income taxes $ ( 1.1 ) $ ( 10.9 ) $ ( 4.9 )

Benefit (provision) for income taxes $ 3.4 $ ( 1.1 ) $ ( 10.9 )

The following table is a summary of the components of deferred income tax assets and liabilities.

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Deferred income tax liabilities, net $ ( 10.5 ) $ ( 12.2 )

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.

As of December 31, 2021, we had federal, state and local net operating loss carryforwards of $ 7.2 million.

These losses can be carried forward indefinitely for federal tax purposes but are subject to certain state and local utilization limitations.

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.

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(a) The potential impact of an aggregate 0.1 million granted RSUs, PRSUs and stock options for 2021, 1.1 million granted RSUs, PRSUs and stock options for 2020 and 0.1 million granted RSUs, PRSUs and stock options for 2019 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.

(b) The potential impact of 25.0 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2021 and 17.5 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2020 was antidilutive.

(c) The potential impact of 0.5 million shares of Class A equity interests of Outfront Canada in 2021, 1.0 million shares of Class A equity interests of Outfront Canada in 2020 and 1.4 million shares of Class A equity interests of Outfront Canada in 2019 was antidilutive.

12 unchanged sentences

Total minimum payments $ 1,545.3

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

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

• Deployments .

We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, subject to modification as agreed-upon by us and the MTA.

We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).

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.

• Recoupment of Equipment Deployment Costs.

We may retain incremental revenues that exceed an annual base revenue amount 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 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.

If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs.

Deployment costs in an amount not to exceed $ 50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA.

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

We did not recoup any equipment deployment costs in 2021 and it is unlikely we will recoup equipment deployment costs in 2022.

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 .

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.

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

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

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

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

During 2021, we had no recoupment from incremental revenues and as of December 31, 2021, $ 45.4 million has been funded by the MTA.

As of December 31, 2021, 11,092 digital displays had been installed, of which 1,912 installations occurred in the fourth quarter of 2021, for a total of 3,712 in 2021.

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

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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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Letters of Credit

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Segment Information

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31,

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Net income (loss) before allocation to non-controlling interests $ 36.4 $ ( 60.2 ) $ 140.6

Provision for income taxes 1.1 10.9 4.9

Benefit (provision) for income taxes ( 3.4 ) 1.1 10.9

Equity in earnings of investee companies, net of tax ( 1.4 ) 0.6 ( 5.7 )

1 unchanged sentence

Loss on extinguishment of debt 6.3 — 28.5

Other (income) expense, net ( 0.1 ) ( 0.1 ) 0.4

Other income, net — ( 0.1 ) ( 0.1 )

Operating income 168.3 72.5 309.1

2 unchanged sentences

Impairment charge 2.5 — —

Depreciation and amortization (a)

145.8 146.3 141.8

Depreciation and amortization 145.4 145.8 146.3

Stock-based compensation 28.6 22.9 22.3

Total Adjusted OIBDA (a)

$ 233.3 $ 474.2 $ 436.3

Total Adjusted OIBDA $ 340.3 $ 233.3 $ 474.2

Adjusted OIBDA:

$ 268.9 $ 501.6 $ 460.5

0.4 18.6 13.8

Media $ 382.9 $ 268.9 $ 501.6

Other 10.4 0.4 18.6

Corporate ( 53.0 ) ( 36.0 ) ( 46.0 )

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.

Total Adjusted OIBDA $ 340.3 $ 233.3 $ 474.2

OUTFRONT Media Inc.

11 unchanged sentences

Total gain on dispositions $ ( 4.5 ) $ ( 13.7 ) $ ( 3.8 )

Impairment charge (a) :

Media $ 2.5 $ — $ —

Total impairment charge $ 2.5 $ — $ —

Depreciation and amortization:

$ 133.6 $ 129.2 $ 122.1

12.2 17.1 19.7

Total depreciation and amortization (a)

$ 145.8 $ 146.3 $ 141.8

Media $ 133.4 $ 133.6 $ 129.2

Other 12.0 12.2 17.1

Total depreciation and amortization $ 145.4 $ 145.8 $ 146.3

Capital expenditures:

2 unchanged sentences

Total capital expenditures $ 73.8 $ 53.5 $ 89.9

(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.

(a) The Impairment charge in 2021 relates to an other-than-temporary decline in fair value of a cost-method investment.

As of December 31,

20 unchanged sentences

(a) Reflects total assets less current assets, investments and non-current deferred tax assets.

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.

(in millions) First

Quarter Second

Quarter Third

Quarter Fourth

Quarter Total

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:

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):

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

(in millions) First

Quarter Second

Quarter Third

Quarter Fourth

Quarter Total

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:

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):

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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data