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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-26 · 34 added, 25 removed, 274 unchanged (18% of the section changed)

7 unchanged sentences

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in “Item 8.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, as stated in their report which appears in “Item 8.

Financial Statements and Supplementary Data.”

3 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

73 unchanged sentences

Gross real estate assets:

Balance at the beginning of the year $ 1,964.9 $ 1,886.9 $ 1,845.2

Balance at the beginning of the year (a)

$ 1,993.0 $ 1,962.2 $ 1,886.9

New Investments 28.3 9.0 25.0

1 unchanged sentence

Recurring capital expenditures 12.4 7.6 10.2

Purchase price accounting adjustments 0.7 — —

Land acquisitions 5.0 — 2.1

Additions for construction of / improvements to structures 61.7 36.9 72.9

Assets sold or written-off ( 14.8 ) ( 9.4 ) ( 2.9 )

Assets sold or written-off (a)

( 14.6 ) ( 14.8 ) ( 12.1 )

Foreign exchange 0.2 8.7 14.5

Balance at the end of the year $ 1,995.7 $ 1,964.9 $ 1,886.9

Balance at the end of the year (a)

$ 2,040.3 $ 1,993.0 $ 1,962.2

Accumulated depreciation:

Balance at the beginning of the year $ 1,394.0 $ 1,323.2 $ 1,280.7

Balance at the beginning of the year (a)

$ 1,448.2 $ 1,391.3 $ 1,323.2

Depreciation 56.0 61.6 66.0

Assets sold or written-off ( 12.8 ) ( 8.0 ) ( 2.3 )

Assets sold or written-off (a)

( 13.5 ) ( 12.8 ) ( 10.7 )

Foreign exchange 0.2 8.1 12.8

Balance at the end of the year $ 1,450.9 $ 1,394.0 $ 1,323.2

Balance at the end of the year (a)

$ 1,490.9 $ 1,448.2 $ 1,391.3

(a) Certain real estate assets were fully depreciated and no longer being utilized prior to 2019.

As a result, we have revised previously reported assets sold or written off and the related accumulated depreciation as of December 31, 2019.

The revision, which has no impact on the Consolidated Statement of Financial Position, increased previously reported assets sold or written off by $ 2.7 million, and accumulated depreciation related to assets sold or written off by $ 2.7 million .

(a)(3) Exhibits.

22 unchanged sentences

001-36367), filed on April 21, 2020).

4.1 Indenture, dated as of January 31, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (including the Form of Senior Notes) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No.

333-189643), filed on January 31, 2014).

4.1 Indenture, dated as of June 14, 2019, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (including the Form of Senior Notes) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

2 unchanged sentences

001-36367), filed on November 18, 2019).

4.4 Third Supplemental Indenture, dated as of March 30, 2015, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-36367), filed on March 30, 2015).

4.3 Indenture, dated as of May 15, 2020, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (including the Form of Senior Notes) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

56 unchanged sentences

333-189643), filed on February 18, 2014).*

10.18 Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with Time Vesting under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

10.18 Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.19 Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, File No.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.20 Form of Certificate and Terms and Conditions for One-Time Performance-Based Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.21 Form of Certificate and Terms and Conditions for One-Time Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, File No.

10.22 Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting for Directors granted under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-36367), filed on June 11, 2015).*

10.23 Summary of Compensation for Outside Directors, effective June 9, 2015 and July 1, 2017 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, File No.

10.22 CBS Corporation 2009 Long-Term Incentive Plan (effective February 21, 2008, as amended and restated May 23, 2013) (incorporated herein by reference to Exhibit 10(c) to CBS Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, File No.

10.23 Form of Certificate and Terms and Conditions for Converted Stock Options (incorporated herein by reference to Exhibit 10(c)(ii) to CBS Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No.

10.24 Employment Agreement with Jodi Senese, dated as of June 6, 2016 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, File No.

37 unchanged sentences

001-36367), filed on June 22, 2020).

10.39 Form of Salary Reduction Letter (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-36367), filed on May 8, 2020).*

10.39 Amendment No.

7, dated as of July 29, 2021, by and between the Metropolitan Transportation Authority and Outfront Media Group LLC, to Advertising License Agreement, entered into December 8, 2017 (effective as of November 1, 2017) (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-36367), filed on August 4, 2021).

21.1 List of Subsidiaries of OUTFRONT Media Inc.

1 unchanged sentence

24.1 Power of Attorney (included on the signature page of this Annual Report on Form 10-K and incorporated herein by reference).

31.1 Executive Officer of OUTFRONT Media Inc.

pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section Executive Officer of OUTFRONT Media Inc.

Officer of OUTFRONT Media Inc.

31.1 Certification of the Chief Executive Officer of OUTFRONT Media Inc.

pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer of OUTFRONT Media Inc.

31 unchanged sentences

Matthew Siegel (Principal Financial Officer)

/s/ Patrick Martin Senior Vice President, Controller and Chief Accounting Officer February 26, 2021

/s/ Patrick Martin Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer) February 24, 2022

Patrick Martin

(Principal Accounting Officer)

/s/ Nicolas Brien Director February 24, 2022

11 unchanged sentences

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 9A. Controls and Procedures