What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-23 compared with 2022-02-24 · 49 added, 63 removed, 337 unchanged (25% of the section changed)

9 unchanged sentences

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

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

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

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We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.

In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production and post-campaign tracking and analytics.

In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production, creative services and post-campaign tracking and analytics.

We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites.

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

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

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

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

stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”).

In connection with the Exchange Offer, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and were no longer a subsidiary of CBS.

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

The majority of our digital billboard

displays were converted from traditional static billboard displays.

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

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

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

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years.

Generally, we expect to generate higher revenue over time on digital transit displays since digital transit

displays allow us to sell each display to multiple advertisers within a relatively shorter period of time and provide customers with more visually engaging advertising content.

We intend to incur significant equipment deployment costs and capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.

See “—Renovation, Improvement and Development.”

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

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

Mobile Technology .

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

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

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

Continued Adoption & Refinement of Audience Measurement Systems;

Utilization of Data/Analytics.

We believe the continued adoption and refinement of the out-of-home advertising industry’s audience measurement system, Geopath, and alternative measurement systems, will enhance the value of the out-of-home medium by providing customers with improved audience measurement and the ability to target by demographic characteristics.

New refinements, including the impact of speed (i.e.

how quickly the audience passes an individual billboard unit), and the inclusion of transit metrics, will make the measurement system more robust.

Additionally, as part of our technology platform, we are developing solutions for enhanced demographic and location targeting.

By providing a consistent and standardized audience measurement metric, and overlaying increasingly available and reliable third-party data, we will be able to help advertisers target increasingly mobile audiences with effective media plans in the out-of-home environment for both static and digital displays.

Further, we believe the use of programmatic advertising platform technology in the out-of-home advertising industry will increase, which will present a revenue growth opportunity for us.

Programmatic advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process, and we continue to seek strategic opportunities to increase our participation in these platforms.

We believe the refinement of the out-of-home advertising industry’s audience measurement system, Geopath, and alternative measurement systems, including our proprietary smartSCOUT system, will enhance the value of the out-of-home medium by providing customers with improved audience measurement and the ability to target by demographic characteristics.

New refinements and new providers, as well as the inclusion of transit metrics, will make measurement options more robust.

As part of our technology platform, we are developing solutions for enhanced demographic and location targeting.

We have also added attribution solutions for advertisers looking to measure specific key performance indicators.

By providing a consistent and standardized audience measurement metric and overlaying increasingly available and reliable third-party data and attribution, we are able to help advertisers target increasingly mobile audiences with effective media plans in the out-of-home environment for both static and digital displays.

Further, we believe the use of programmatic and direct sale advertising platform technologies in the out-of-home advertising industry will increase, which will present a revenue growth opportunity for us.

Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we continue to seek strategic opportunities to increase our participation in these platforms.

Our Portfolio of Outdoor Advertising Structures and Sites

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Entertainment 20 % 19 % 17 %

Health/Medical 10 10 8

Retail 11 10 9

Health/Medical 10 10 10

Technology 7 6 6

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Legal Services/Lawyers 5 5 5

Financial 5 4 5

Restaurants 5 5 5

Financial 4 4 4

Automotive 4 4 4

Alcohol 3 4 4

Consumer Packaged Goods 3 3 4

Automotive 4 5 4

Government/Political 3 4 4

Insurance 3 4 4

Education 3 3 3

1 unchanged sentence

Real Estate 3 2 3

Insurance 2 3 4

Total 100 % 100 % 100 %

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State of New Jersey 5 <1 4 3,533 — 3,533 <1

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

San Francisco, CA 4 3 3 1,075 21,146 22,221 4

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Chicago, IL 4 <1 3 1,086 123 1,209 <1

Detroit, MI 4 1 3 1,857 6,898 8,755 2

Tampa, FL 3 — 3 1,386 — 1,386 <1

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

Detroit, MI 3 1 3 1,837 6,128 7,965 2

Atlanta, GA 3 2 3 1,933 775 2,708 <1

Boston, MA 2 6 3 249 36,316 36,565 7

Dallas, TX 3 1 2 708 516 1,224 <1

Phoenix, AZ 2 1 2 1,365 1,359 2,724 <1

2 unchanged sentences

<1 8 2 19 47,099 47,118 9

All other United States

All other United States (b)

28 1 22 19,578 18,669 38,247 8

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

(b) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues.

The New York and Los Angeles metropolitan areas contributed 49% and 12%, respectively, of total transit and other revenues in 2021 and 40% and 10%, respectively, of total transit and other revenues in 2020.

Los Angeles contributed 15% of total billboard revenues in 2020 and contributed 17% of total billboard revenues in 2019.

New York contributed 8% of total billboard revenues in 2020 and 9% of total billboard revenues in 2019.

Los Angeles contributed 15% of total billboard revenues in each of 2021 and 2020.

New York contributed 8% of total billboard revenues in each of 2021 and 2020.

For additional information regarding revenues for our billboard displays and transit and other displays by segment, see “Item 7.

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

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

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

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years.

We intend to incur significant equipment deployment costs and capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.

See “—Growth Strategy.”

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Additionally, we entered into marketing arrangements to sell advertising on 85 third-party digital billboard displays in the U.S.

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

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

and 27 in Canada in 2019.

in 2022, compared to 35 third-party digital billboard displays in the U.S.

and 4 in Canada in 2021, and 31 third-party billboard displays in each of the U.S.

and Canada in 2020.

We built, converted or replaced 3,410 digital transit and other displays in the U.S.

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

in 2022, and 3,778 digital transit and other displays in the U.S.

and 15 in Canada in 2021.

1 unchanged sentence

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

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

As of December 31, 2022, our average initial investment required for a digital billboard display is approximately $250,000.

We routinely invest capital in the maintenance and repair of our billboard and transit structures.

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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 on spending following the holiday shopping season.

Our revenues and profits may also fluctuate due to external events beyond our control, such as the COVID-19 pandemic.

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

Our revenues and profits may also fluctuate due to external events beyond our control.

Human Capital

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

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

We continually monitor our employee turnover rates.

In 2022, we experienced lower total employee turnover of 14% compared to 15% in 2021 and 26% in 2020.

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

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

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

Diversity and Inclusion

Voluntary turnover decreased in 2022 compared to 2021.

We believe that our culture, competitive compensation and development opportunities have contributed to the low turnover at the Company.

Diversity, Equity and Inclusion

We are committed to promoting a diverse and inclusive working environment.

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One of our basic principles is treating everyone with dignity and respect, and we believe it is our responsibility to respect all cultures, backgrounds, ethnicities, genders and sexual orientations.

Our diversity and inclusion program is led by an advisory council and the Company’s co-Chief Diversity Officers as well as our Chief Human Resources Officer, and is charged with providing programs that focus on the value of diversity and inclusion to the Company’s culture, including employee resource groups, diversity and inclusion training and events, presentations by keynote speakers, and internship programs, all of which support women, people of color and members of the LGBTQ+ community.

Our diversity, equity and inclusion program is led by an advisory council and the Company’s co-Chief Diversity Officers as well as our Chief Human Resources Officer, and is charged with providing programs that focus on the value of diversity, equity and inclusion to the Company’s culture, including employee resource groups, diversity and inclusion training and events, presentations by keynote speakers, and internship programs, all of which support women, people of color and members of the LGBTQ+ community.

Compensation, Benefits, Health and Safety

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In 2022, we did not suffer any significant employee accidents or injuries and continue to strictly manage our corporate health and safety programs to ensure compliance.

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

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

In 2022, we also introduced telematics in all of our vehicles to help maintain the safety of our personnel.

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

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

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

Reagan National Advertising of Texas Inc.

case now pending before the U.S.

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

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

See “Item 1A.

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Risk Factors—Risks Related to Our Business and Operations—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.”

The COVID-19 pandemic and the related preventative measures taken to mitigate the effects of any pandemic, whether government-imposed or otherwise, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, an impact on the global economy and our business.

See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—The COVID-19 pandemic and any other pandemics could, materially adversely affect our business, financial condition and results of operations” and “Item 7.

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

Policies with Respect to Certain Activities

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

We have not and do

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

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

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

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As of December 31, 2022, of the senior unsecured notes issued by the Borrowers, $400.0 million aggregate principal amount of 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”), $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) and $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes” and collectively with the 2025 Notes, 2027 Notes and 2029 Notes, the “Notes”) remain outstanding.

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

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

In addition, as of December 31, 2022, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2025, unless further extended.

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

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

Other than loans

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

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

Company Securities Policies

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

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

Except in connection with the Notes, Class A equity interests of a subsidiary of the Company that controls its Canadian business in connection with the acquisition of outdoor advertising assets

in Canada, the ATM Program and the Series A Preferred Stock (each as defined and described in “Item 7.

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

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Available Information

Our website address is www.outfrontmedia.com.

Our website address is www.outfront.com.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file or furnish reports, proxy statements, and other information with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

3 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 1. Business