What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-02-23 compared with 2022-02-24 · 162 added, 216 removed, 1023 unchanged (27% of the section changed)

8 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

13 unchanged sentences

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

17 unchanged sentences

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 $62.0 million as of December 31, 2022.

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.

Management assesses the recoverability of the MTA contract on an as-needed basis and applies significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will not be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.

Additionally, management’s assessment includes a comparison of revenue projections of the deployed digital displays to actual financial results.

The principal considerations for our determination that performing procedures relating to the accounting for the MTA agreement is a critical audit matter are the significant judgment by management in evaluating the accounting for the arrangement and associated amendments.

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.

The principal consideration for our determination that performing procedures relating to accounting for the MTA agreement is a critical audit matter is a high degree of auditor effort in performing procedures related to the ongoing accounting for performance under the agreement.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s 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.

These procedures included testing the effectiveness of controls relating to management’s ongoing accounting for performance under the MTA agreement.

These procedures also included, among others (i) determining whether there have been amendments in the current year and evaluating the impact of any such amendments, (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 Reporting Unit

Transit and Other Reporting Unit

As described in Notes 2 and 4 to the consolidated financial statements, the Company’s goodwill balance was $2,076.4 million as of December 31, 2022, 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.

Transit and Other reporting unit was $47.6 million.

Management 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.

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

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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.

The terminal value is estimated based on a perpetual nominal growth rate, which is based on projected long-range

inflation and long-term industry projections.

The discount rates represent the weighted average cost of capital derived using known and estimated market metrics.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the U.S.

Transit 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.

Transit and Other reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the U.S.

Transit and Other reporting unit;

(ii) a high degree of 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 the contract renewals and extensions and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the U.S.

Transit 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.

Transit and Other reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate 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 discounted cash flow 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 the contract renewals and extensions.

Evaluating management’s assumptions related to the projected revenue growth rates, other operating and selling, general and administrative expenses and the contract renewals and extensions involved evaluating whether the assumptions used by management 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 these assumptions 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.

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Cash and cash equivalents $ 40.4 $ 424.8

Restricted cash — 1.6

Receivables, less allowances of $ 20.2 in 2022 and $ 18.5 in 2021

7 unchanged sentences

Operating lease assets (Note 5) 1,562.6 1,485.5

Prepaid MTA equipment deployment costs (Notes 5 and 19) 279.8 204.6

Prepaid MTA equipment deployment costs (Note 18) 363.2 279.8

Other assets 39.1 41.5

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Restructuring charges (Note 12) — — 5.8

Net gain on dispositions ( 4.5 ) ( 13.7 ) ( 3.8 )

Net (gain) loss on dispositions 0.2 ( 4.5 ) ( 13.7 )

Impairment charge — 2.5 —

5 unchanged sentences

Loss on extinguishment of debt — ( 6.3 ) —

Other income, net — 0.1 0.1

Other income (loss), net ( 0.2 ) — 0.1

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 155.7 31.6 ( 58.5 )

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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

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Non-Controlling Interests Total Equity

Balance as of December 31, 2019 — $ — 143.6 $ 1.4 $ 2,074.7 $ ( 964.6 ) $ ( 17.7 ) $ 1,093.8 $ 32.6 $ 1,126.4

Cumulative effect of a new accounting standard — — — ( 24.8 ) — ( 24.8 ) — ( 24.8 )

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

Other comprehensive income — — — — 4.3 4.3 — 4.3

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

Stock-based payments:

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Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 12.8 ) — — ( 12.8 ) — ( 12.8 )

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

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

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

Series A Preferred Stock dividends 7 %)

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

Dividends ($ 0.38 per share)

2 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

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

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

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

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

Stock-based payments:

2 unchanged sentences

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

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

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

10 unchanged sentences

Shares of Common Stock Common Stock ($ 0.01 per share par value)

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Non-Controlling Interests Total Equity

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, 2021 0.4 $ 383.4 145.6 $ 1.5 $ 2,119.0 $ ( 1,122.0 ) $ ( 4.4 ) $ 994.1 $ 13.0 $ 1,390.5

Net income — — — — — 147.9 — 147.9 1.2 149.1

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

Other comprehensive loss — — — — — — ( 4.7 ) ( 4.7 ) — ( 4.7 )

Stock-based payments:

3 unchanged sentences

Class A equity interest redemptions — — 0.4 — 8.6 — — 8.6 ( 8.6 ) —

Series A Preferred Stock conversions ( 0.3 ) ( 266.8 ) 17.4 0.1 266.7 — — 266.8 — —

Series A Preferred Stock dividends 7 %)

19 unchanged sentences

Accretion expense 2.8 2.7 2.6

Net gain on dispositions ( 4.5 ) ( 13.7 ) ( 3.8 )

Net (gain) loss on dispositions 0.2 ( 4.5 ) ( 13.7 )

Impairment charge — 2.5 —

8 unchanged sentences

Increase (decrease) in accounts payable and accrued expenses ( 0.3 ) 38.9 ( 12.7 )

Increase in operating lease assets and liabilities 0.4 10.7 6.7

Increase (decrease) in deferred revenues 1.4 0.9 ( 0.8 )

Increase (decrease) in operating lease assets and liabilities ( 15.4 ) 0.4 10.7

Increase in deferred revenues 4.5 1.4 0.9

Increase (decrease) in income taxes 1.3 ( 0.4 ) 0.5

6 unchanged sentences

Proceeds from dispositions 1.3 2.8 40.0

Investment in investee companies ( 0.3 ) — —

Return of investment in investee companies — — 2.0

8 unchanged sentences

Proceeds from Series A Preferred Stock issuances — — 383.4

Proceeds from shares issued under the ATM Program — — 50.9

Taxes withheld for stock-based compensation ( 11.8 ) ( 9.0 ) ( 12.6 )

7 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash

( 1.0 ) 0.2 0.7

Net increase (decrease) in cash, cash equivalents and restricted cash ( 384.4 ) ( 287.2 ) 651.1

30 unchanged sentences

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 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.

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.

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 events such as the COVID-19 pandemic and the current heightened levels of inflation, 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.

Summary of Significant Accounting Policies

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Intercompany transactions have been eliminated.

Cash and Cash Equivalents and Restricted Cash —Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Cash and Cash Equivalents —Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments.

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

The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends.

New York Metropolitan Transportation Authority (the “MTA”) Agreement— Under the MTA Agreement, as title of the various digital displays we are obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent our property and equipment.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

the transit system does not represent our property and equipment.

The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated.

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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 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.

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, 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.

19 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.

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.

A qualitative test assesses macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other relevant entity specific events, as well as events affecting a reporting unit.

If after the qualitative assessment, we determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment.

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Under the income approach, the fair value is determined using a discounted cash flow model.

Our discounted cash flow value is calculated by adding the present value of the estimated annual cash flows over a discrete projection period to the terminal value, which represents the value of the projected cash flows beyond the discrete projection period.

Our discounted cash flow 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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

the projected cash flows beyond the discrete projection period.

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.

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We rent or sublease certain real estate to third parties.

As a result of the adoption of the lease standard on January 1, 2019, we recorded a cumulative-effect adjustment of $ 24.8 million to beginning Distribution in excess of earnings on the Consolidated Statement of Equity for lease costs which would have been recognized in prior periods as a result of the change in the lease term.

Leases (Lessors) —Our agreements with customers to advertise on our billboards are considered operating leases.

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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.

These interest rate swaps have been designated and qualify as cash flow hedges and, as a result, changes in the fair value of these swaps are recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income.

Hedging Activities —We have utilized interest rate cash flow swap agreements in the past to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and may do so again in the future.

The interest rate swaps were designated and qualified as cash flow hedges and, as a result, changes in the fair value of the swaps were recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income.

Revenue Recognition —We derive Revenues from the following sources:

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Billboard display revenues are derived from providing advertising space to customers on our physical billboards or other outdoor structures.

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

We generally (i) own the physical structures on which we display advertising copy for our customers, (ii)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

hold the legal permits to display advertising thereon, and (iii) lease the underlying sites.

Billboard display revenues and installation services are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term.

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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.

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.

2 unchanged sentences

Amortization of direct lease acquisition costs are presented within Selling General and Administrative expenses (“ SG&A ”) in the accompanying Consolidated Statements of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Foreign Currency Translation and Transactions— The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods.

Any gain or loss on translation is included within other comprehensive income (loss) and Accumulated other comprehensive loss on our Consolidated Statement of Financial Position.

Foreign currency transaction gains and losses are included in Other income (expense), net, on the Consolidated Statements of Operations.

Income Taxes— As of July 17, 2014, we began operating as a REIT.

Accordingly, we generally will not be subject to U.S.

Foreign currency transaction gains and losses are included in Other income (loss), net, on the Consolidated Statements of Operations.

Income Taxes —As a REIT, We generally will not be subject to U.S.

federal income tax on our REIT taxable income that we distribute to our stockholders.

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The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

Adoption of New Accounting Standards

In the first quarter of 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Recent Pronouncements

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.

In March 2020 and December 2022, 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, 2024.

We do not expect this guidance to impact our accounting for our existing debt and hedging instruments.

This guidance did not have a significant impact on our accounting for our existing debt.

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

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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

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

Cash and cash equivalents $ 424.8 $ 710.4 $ 59.1

Restricted cash — 1.6 1.8

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

This guidance is effective for public entities for fiscal years beginning after December 15, 2022.

We will adopt this guidance when accounting for business combinations in the future.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Property and Equipment, Net

4 unchanged sentences

Buildings and improvements 56.5 50.3

Advertising structures (a)

1,937.4 1,895.0

Furniture, equipment and other (a)

Advertising structures 2,006.8 1,937.4

Furniture, equipment and other 183.4 171.3

Construction in progress 38.5 38.7

2,397.4 2,300.6

Less accumulated depreciation (a)

1,652.7 1,589.5

Less accumulated depreciation 1,697.6 1,652.7

Property and equipment, net $ 699.8 $ 647.9

(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 $ 77.4 million in 2022, $ 79.4 million in 2021 and $ 84.5 million in 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Long-Lived Assets

3 unchanged sentences

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

Disposition (a)

— ( 5.9 ) ( 5.9 )

Currency translation adjustments — 0.6 0.6

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

Currency translation adjustments — ( 1.4 ) ( 1.4 )

As of December 31, 2022 $ 2,054.0 $ 22.4 $ 2,076.4

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

(See Note 14.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements.)

In the fourth quarter of 2022, 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.

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Billboard reporting unit was $ 2.0 billion, the U.S.

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

Transit and Other reporting unit was $ 47.6 million and the Canada reporting unit was $ 22.4 million.

Intangible Assets

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Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Our identifiable intangible assets consist of the following:

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As of December 31, 2021:

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

Permits and leasehold agreements $ 1,303.6 $ ( 816.5 ) $ 487.1

Franchise agreements 528.2 ( 402.7 ) 125.5

Other intangible assets 4.9 ( 2.6 ) 2.3

Total intangible assets $ 1,836.7 $ ( 1,221.8 ) $ 614.9

(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.

In 2022, we acquired 1,220 displays, resulting in amortizable intangible assets for permits and leasehold agreements, and other intangible assets of $ 314.9 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 16.2 years.

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

Amortization expense was $ 73.3 million in 2022, $ 66.0 million in 2021 and $ 61.3 million in 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We expect our aggregate annual amortization expense for intangible assets for each of the years 2023 through 2027, to be as follows:

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Amortization expense $ 85.3 $ 82.9 $ 79.8 $ 75.0 $ 69.3

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.

As of December 31, 2020, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $ 176.5 million and non-current operating lease liabilities of $1.3 billion.

In 2021, we recorded operating lease costs of $ 401.7 million in Operating expenses and $ 9.3 million in SG&A.

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

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.

(in millions, except years and percentages) December 31, 2022 December 31, 2021

Operating lease assets $ 1,562.6 $ 1,485.5

Short-term operating lease liabilities 188.1 187.5

Non-current operating lease liabilities 1,369.0 1,308.4

Weighted-average remaining lease term 11.0 years 10.5 years

Weighted-average discount rate 5.8 % 5.2 %

Year Ended December 31,

(in millions) 2022 2021 2020

Operating expenses $ 451.5 $ 401.7 $ 387.2

Selling, general and administrative expenses 10.5 9.3 8.6

Variable costs 113.8 80.6 71.2

Cash paid for operating leases 458.2 394.3 384.7

Leased assets obtained in exchange for new operating lease liabilities 285.1 279.4 209.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

In 2022, 2021 and 2020, sublease income related to office properties was immaterial.

As of December 31, 2022, minimum rental payments under operating leases are as follows:

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Present value of lease liabilities $ 1,557.1

As of December 31, 2021, the weighted-average remaining lease term was 10.5 years and the weighted-average discount rate was 5.2 %.

As of December 31, 2020, the weighted-average remaining lease term was 10.2 years and the weighted-average discount rate was 5.6 %.

In 2021, cash paid for operating leases was $ 394.3 million and leased assets obtained in exchange for new operating lease liabilities was $ 279.4 million.

In 2020, cash paid for operating leases was $ 384.7 million and leased assets obtained in exchange for new operating lease liabilities was $ 209.6 million.

In 2019, cash paid for operating leases was $ 402.9 million and leased assets obtained in exchange for new operating lease liabilities was $ 421.0 million.

We recorded rental income of $ 1,321.1 million in 2022, $ 1,141.1 million in 2021 and $ 945.4 million in 2020 in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2022, rental payments to be received under non-cancellable operating leases are as follows:

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Balance, at end of period $ 37.8 $ 36.4

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Related Party Transactions

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We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 8.6 million in 2022, $ 6.3 million in 2021 and $ 4.6 million in 2020.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Debt, net, consists of the following:

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Short-term debt:

Repurchase Facility $ — $ 80.0

AR Facility $ 30.0 $ —

Total short-term debt 30.0 —

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Term loan, due 2026

$ 598.6 $ 598.2

Senior unsecured notes:

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4.625 % senior unsecured notes, due 2030

Total senior unsecured notes 2,050.0 2,050.0

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The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Revolving Credit Facility

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The total fees under the letter of credit facilities in 2022, 2021 and 2020 were immaterial.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Accounts Receivable Securitization Facilities

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.

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

On June 1, 2022, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd.

(“MUFG”) entered into an amendment to the agreements governing the AR Facility, pursuant to which the Company (i) increased the borrowing capacity under the AR Facility from $ 125.0 million to $ 150.0 million;

(ii) extended the term of the AR Facility so that it now terminates on May 30, 2025, unless further extended;

and (iii) increased the delinquency and termination ratios under the AR Facility for the tenure of the agreements to provide additional flexibility to the Company.

The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity.

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”).

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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.

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.

Senior Unsecured Notes

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.

Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021 .

On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes.

Prior to such date the Borrowers may redeem up to 40 % of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption.

On February 16, 2021, we used the net proceeds from the issuance of the 2029 Notes, together with cash on hand, to redeem all of our outstanding 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.

As of December 31, 2022, there were $ 30.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.4 %.

As of December 31, 2022, borrowing capacity remaining under the AR Facility was $ 120.0 million based on approximately $ 332.2 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $ 0.3 million in 2022, and immaterial in each of 2021 and 2020.

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 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.

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 capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

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Interest Rate Swap Agreements

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.

We had an interest rate cash flow swap agreement 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, which matured in June 2022.

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

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1;

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The fair value of our debt as of both December 31, 2022 and 2021 is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 0.4 million as of December 31, 2021, and $ 5.6 million as of December 31, 2020.

The aggregate fair value of our interest rate cash flow swap agreements as of both December 31, 2021 and 2020, is classified as Level 2.

The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $ 0.4 million as of December 31, 2021.

The aggregate fair value of our interest rate cash flow swap agreements as of December 31, 2021, was classified as Level 2.

OUTFRONT Media Inc.

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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 )

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 )

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

Other comprehensive income before reclassifications — 7.9 5.2 13.1

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

Other comprehensive income (loss) before reclassifications ( 7.9 ) 2.8 0.4 ( 4.7 )

Total other comprehensive income (loss), net of tax ( 7.9 ) 2.8 0.4 ( 4.7 )

As of December 31, 2022 $ ( 9.2 ) $ 0.1 $ — $ ( 9.1 )

(a) See Note 15.

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 provision of $ 2.9 million in 2021 and a tax benefit of $ 0.9 million in 2020 and $ 0.6 million in 2019.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax provision of $ 1.0 million in 2022 and $ 2.9 million in 2021, and a tax benefit of $ 0.9 million in 2020.

As of December 31, 2022, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

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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 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.

The Series A Preferred Stock is convertible at the option of any holder at any

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

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 and a share cap as set forth in the Articles.

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 and a share cap as set forth in the Articles.

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.

As of December 31, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock.

The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one -for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock.

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

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.

On March 1, 2022, 275,000 shares of Series A Preferred Stock were converted into approximately 17.4 million shares of the Company’s common stock, which included $ 3.2 million of accrued and unpaid dividends through and including the conversion date that were settled in the Company’s common stock in accordance with the Articles.

During 2022, we paid cash dividends of $ 8.8 million on the Series A Preferred Stock.

As of December 31, 2022, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”), which, among other things, were (i) entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock, and (ii) redeemable by the holders in exchange for shares of the Company’s common stock on a one -for-one basis.

As of December 31, 2022, all Class A equity interests have been redeemed for shares of the Company’s common stock and no Class A equity interests were outstanding.

During 2022, we made distributions of $ 0.1 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.

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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Sports marketing and other (a)

3.6 28.1 65.7

Transit and other revenues 387.4 281.6 257.7

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Sports marketing and other (a)

3.6 27.6 65.7

Total United States revenues 1,680.2 1,385.6 1,176.5

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Restructuring Charges

In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S.

and notified approximately 70 employees of their termination.

On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.

As of December 31, 2022, $ 0.2 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

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Media segment, $ 0.9 million was recorded in Other and $ 1.0 million was recorded in Corporate.

Restructuring charges in 2020 were composed of severance charges associated with the workforce reductions, including $ 0.9 million for stock-based compensation.

In 2019, we recorded restructuring charges of $ 0.3 million associated with the elimination of a corporate management position.

Restructuring charges in 2020 were composed of severance charges associated with workforce reductions to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, including $ 0.9 million for stock-based compensation.

On May 5, 2020, we announced a workforce reduction in the U.S.

and notified approximately 70 employees of their termination.

On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.

Acquisitions and Dispositions

We completed several asset acquisitions for a total purchase price of approximately $ 353.9 million in 2022, $ 136.5 million in 2021 and $ 18.1 million in 2020.

In the second quarter of 2022, we completed the acquisition of approximately 950 billboard displays, including 21 digital displays, as well as certain business assets, in Portland, Oregon, and Clark County, Washington, from Pacific Outdoor Advertising, L.L.C., for $ 185.0 million, subject to closing and post-closing adjustments, using cash on hand.

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.

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Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three -year service period.

For PRSU awards, the number of shares an employee earns may range from 0 % to 120 % based on the outcome of a one -year performance condition.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

For PRSU awards, the number of shares an employee earns may range from 0 % to 120 % based on the outcome of a one -year performance condition.

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

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Notes to Consolidated Financial Statements (Continued)

Stock Options

The following table summarizes the activity of stock options issued to our employees.

Activity Weighted Average Exercise Price

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

Forfeited or expired ( 103,413 ) 26.39

Outstanding as of December 31, 2021 — —

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.

Retirement Benefits

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Benefit obligation, end of year $ 47.0 $ 65.3 $ 71.3

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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Fair value of plan assets, end of year $ 55.5 $ 69.5

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The unfunded status of pension benefit obligations and the related amounts recognized on the Consolidated Statement of Financial Position were as follows:

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(in millions) 2022 2021

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

Funded status, end of year $ 8.5 $ 4.2

Amounts recognized on the Consolidated Statement of Financial Position:

Other noncurrent assets (liabilities) 4.2 ( 7.4 )

Other assets 8.5 4.2

Net amounts recognized 7.9 4.2

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(in millions) 2022 2021

Net actuarial loss $ ( 3.6 ) $ ( 14.9 )

Net actuarial gain (loss) $ 0.2 $ ( 3.6 )

Deferred income taxes ( 0.1 ) 0.9

Net amount recognized in accumulated other comprehensive loss $ ( 2.7 ) $ ( 11.1 )

Net amount recognized in accumulated other comprehensive income (loss) $ 0.1 $ ( 2.7 )

The accumulated benefit obligation for the defined benefit pension plans was $ 45.2 million as of December 31, 2022, and $ 61.2 million as of December 31, 2021.

The information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.

The following table presents our benefit obligations and fair value of plan assets.

As of December 31,

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Net periodic pension cost $ ( 0.9 ) $ ( 0.1 ) $ 0.3

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

(in millions) Year Ended December 31, 2022

Actuarial gain $ 3.7

Amortization of actuarial losses (a)

Cumulative translation adjustments 0.1

Deferred income taxes ( 1.0 )

Recognized in other comprehensive income, net of tax $ 8.4

Recognized in other comprehensive income (loss), net of tax $ 2.8

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

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 2023 is immaterial.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of and for the Year Ended December 31,

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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, 2022

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Total assets $ 55.5

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2021

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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

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.

The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices.

Future Benefit Payments

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2.5 2.5 2.6 2.7 2.8 15.4

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

We do not expect to contribute to our defined benefit pension plans in 2023.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Multi-Employer Pension and Postretirement Benefit Plans

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Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies $ 155.7 $ 31.6 $ ( 58.5 )

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

Net loss of TRSs 15.2 21.9 10.6

Income (loss) from REIT operations 170.9 53.5 ( 47.9 )

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Effect of foreign operations ( 0.5 ) ( 0.9 ) ( 0.9 )

Resolution of prior year tax — — ( 3.0 )

Gain on dispositions — — ( 0.3 )

Other, net ( 9.2 ) ( 0.5 ) ( 1.2 )

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Tax credit and loss carryforwards 5.9 2.4

Property, equipment and intangible assets 0.2 —

Total deferred income tax assets 12.1 6.1

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Property, equipment and intangible assets ( 13.0 ) ( 16.0 )

Postretirement and other employee benefits ( 2.2 ) —

Other ( 0.2 ) ( 0.2 )

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

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 both December 31, 2021, and December 31, 2020.

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 0.7 million granted RSUs, PRSUs and stock options for 2022, 0.1 million granted RSUs, PRSUs and stock options for 2021 and 1.1 million granted RSUs, PRSUs and stock options for 2020 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.

(b) The potential impact of 10.6 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2022, 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 0.1 million shares of Class A equity interests of Outfront Canada in 2022, 0.5 million shares of Class A equity interests of Outfront Canada in 2021 and 1.0 million shares of Class A equity interests of Outfront Canada in 2020 was antidilutive.

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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”).

We are also obligated to deploy

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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”).

• Recoupment of Equipment Deployment Costs.

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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.

We did not recoup any equipment deployment costs in 2022 and we do not expect to recoup any equipment deployment costs in 2023.

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

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During 2022, we had no recoupment from incremental revenues and as of December 31, 2022, $ 49.1 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.

As of December 31, 2022, 14,153 digital displays had been installed, composed of 4,835 digital advertising screens on subway and train platforms and entrances, 5,022 smaller-format digital advertising screens on rolling stock and 4,296 MTA communications displays.

In the fourth quarter of 2022, 496 installations occurred, for a total of 3,061 installations occurring in 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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Total $ 291.0 $ 95.9 $ ( 29.0 ) $ ( 9.9 ) $ 348.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Letters of Credit

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Loss on extinguishment of debt — 6.3 —

Other income, net — ( 0.1 ) ( 0.1 )

Other (income) loss, net 0.2 — ( 0.1 )

Operating income 287.7 168.3 72.5

Restructuring charges — — 5.8

Net gain on dispositions ( 4.5 ) ( 13.7 ) ( 3.8 )

Net (gain) loss on dispositions 0.2 ( 4.5 ) ( 13.7 )

Impairment charge — 2.5 —

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Other — ( 3.0 ) ( 12.3 )

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

Total (gain) loss on dispositions $ 0.2 $ ( 4.5 ) $ ( 13.7 )

Impairment charge (a) :

34 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 8. Financial Statements and Supplementary Data