What changed in this filing

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Item 1. Financial Statements

2023-08-07 compared with 2023-05-08 · 247 added, 128 removed, 447 unchanged (46% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) March 31,

(in millions) June 30,

2023 December 31,

7 unchanged sentences

Property and equipment, net (Note 3) 694.3 699.8

Goodwill 2,076.5 2,076.4

Goodwill (Note 4) 2,029.3 2,076.4

Intangible assets (Note 4) 779.6 858.5

36 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share amounts) 2023 2022 2023 2022

5 unchanged sentences

Net (gain) loss on dispositions ( 0.1 ) 0.2 0.2 ( 0.1 )

Impairment charges 511.4 — 511.4 —

Depreciation 19.7 19.4 39.8 38.7

1 unchanged sentence

Total expenses 907.0 370.3 1,292.6 715.3

Operating income 10.2 28.5

Operating income (loss) ( 438.2 ) 79.9 ( 428.0 ) 108.4

Interest expense, net ( 39.7 ) ( 31.6 ) ( 77.4 ) ( 62.3 )

Other expense, net 0.2 0.1 0.2 —

Loss before benefit (provision) for income taxes and equity in earnings of investee companies ( 27.5 ) ( 2.3 )

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies ( 477.7 ) 48.4 ( 505.2 ) 46.1

Benefit (provision) for income taxes ( 0.4 ) ( 1.2 ) ( 0.8 ) 0.9

2 unchanged sentences

Net income attributable to non-controlling interests 0.5 0.4 0.7 0.6

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 478.9 ) $ 48.0 $ ( 507.8 ) $ 47.9

Net loss per common share:

Net income (loss) per common share:

Basic $ ( 2.92 ) $ 0.28 $ ( 3.11 ) $ 0.25

6 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

1 unchanged sentence

Net income attributable to non-controlling interests 0.5 0.4 0.7 0.6

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

( 478.9 ) 48.0 ( 507.8 ) 47.9

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Cumulative translation adjustments 2.5 ( 4.3 ) 2.8 ( 1.6 )

Change in fair value of interest rate swap agreements — 0.1 — 0.4

Total other comprehensive income, net of tax 0.3 3.0

Total other comprehensive income (loss), net of tax 2.5 ( 4.2 ) 2.8 ( 1.2 )

Total comprehensive income (loss) $ ( 476.4 ) $ 43.8 $ ( 505.0 ) $ 46.7

6 unchanged sentences

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

Balance as of

March 31, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,391.3 $ ( 1,176.8 ) $ ( 1.4 ) $ 1,214.7 $ 4.4 $ 1,338.9

Net income — — — — — 48.0 — 48.0 0.4 48.4

Other comprehensive loss — — — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 )

Stock-based payments:

Amortization — — — — 8.5 — — 8.5 — 8.5

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 2.2 ) — ( 2.2 ) — ( 2.2 )

Dividends ($ 0.30 per share)

— — — — — ( 49.4 ) — ( 49.4 ) — ( 49.4 )

Other — — — — — — — — ( 0.7 ) ( 0.7 )

Balance as of

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

Balance as of

March 31, 2023 0.1 $ 119.8 165.0 $ 1.6 $ 2,411.8 $ ( 1,264.2 ) $ ( 8.8 ) $ 1,140.4 $ 4.1 $ 1,264.3

Net income (loss) — — — — — ( 478.9 ) — ( 478.9 ) 0.5 ( 478.4 )

4 unchanged sentences

Shares paid for tax withholding for stock-based payments — — ( 0.1 ) — ( 0.1 ) — — ( 0.1 ) — ( 0.1 )

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

Series A Preferred Stock dividends ( 7 %)

— — — — — ( 2.2 ) — ( 2.2 ) — ( 2.2 )

Dividends ($ 0.30 per share)

— — — — — ( 49.6 ) — ( 49.6 ) — ( 49.6 )

Other — — — — — — — — 0.1 0.1

Balance as of

June 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,419.6 $ ( 1,794.9 ) $ ( 6.3 ) $ 620.1 $ 4.7 $ 744.6

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Stockholders’ Equity

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

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

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

Balance as of December 31, 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 — — — — — 47.9 — 47.9 0.6 48.5

Other comprehensive loss — — — — — — ( 1.2 ) ( 1.2 ) — ( 1.2 )

Stock-based payments:

Vested — — 1.0 — — — — — — —

Amortization — — — — 16.4 — — 16.4 — 16.4

Shares paid for tax withholding for stock-based payments — — ( 0.4 ) — ( 10.9 ) — — ( 10.9 ) — ( 10.9 )

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 %)

4 unchanged sentences

Balance as of

March 31, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,391.3 $ ( 1,176.8 ) $ ( 1.4 ) $ 1,214.7 $ 4.4 $ 1,338.9

June 30, 2022 0.1 $ 119.8 164.0 $ 1.6 $ 2,399.8 $ ( 1,180.4 ) $ ( 5.6 ) $ 1,215.4 $ 4.1 $ 1,339.3

Balance as of December 31, 2022 0.1 $ 119.8 164.2 $ 1.6 $ 2,416.3 $ ( 1,183.4 ) $ ( 9.1 ) $ 1,225.4 $ 4.0 $ 1,349.2

9 unchanged sentences

— — — — — ( 99.3 ) — ( 99.3 ) — ( 99.3 )

Other — — — — — — — — ( 0.1 ) ( 0.1 )

Balance as of

March 31, 2023 0.1 $ 119.8 165.0 $ 1.6 $ 2,411.8 $ ( 1,264.2 ) $ ( 8.8 ) $ 1,140.4 $ 4.1 $ 1,264.3

June 30, 2023 0.1 $ 119.8 165.0 $ 1.7 $ 2,419.6 $ ( 1,794.9 ) $ ( 6.3 ) $ 620.1 $ 4.7 $ 744.6

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2023 2022

Operating activities:

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 507.8 ) $ 47.9

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

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

Net income attributable to non-controlling interests 0.7 0.6

5 unchanged sentences

Net (gain) loss on dispositions 0.2 ( 0.1 )

Impairment charges 511.4 —

Equity in earnings of investee companies, net of tax 1.1 ( 1.5 )

Distributions from investee companies 0.8 0.4

Amortization of deferred financing costs and debt discount and premium 1.6 1.6

Amortization of deferred financing costs and debt discount 3.4 3.3

Change in assets and liabilities, net of investing and financing activities:

1 unchanged sentence

Increase in prepaid MTA equipment deployment costs ( 21.8 ) ( 48.1 )

Increase (decrease) in prepaid expenses and other current assets ( 1.0 ) 3.4

Decrease in prepaid expenses and other current assets 1.3 4.5

Decrease in accounts payable and accrued expenses ( 40.5 ) ( 24.9 )

13 unchanged sentences

Proceeds from borrowings under short-term debt facilities 105.0 —

Payments of deferred financing costs ( 3.7 ) ( 0.4 )

Taxes withheld for stock-based compensation ( 12.3 ) ( 10.9 )

Dividends ( 103.7 ) ( 102.9 )

Net cash flow provided by (used for) financing activities

Net cash flow used for financing activities

( 14.7 ) ( 114.2 )

1 unchanged sentence

Net increase (decrease) in cash and cash equivalents

1.8 ( 307.8 )

Cash and cash equivalents at beginning of period

33 unchanged sentences

108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements .

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

New Accounting Standards

6 unchanged sentences

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.

The guidance is

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

effective for all entities as of March 12, 2020, through December 31, 2024.

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

1 unchanged sentence

The table below presents the balances of major classes of assets and accumulated depreciation.

(in millions) Estimated Useful Lives March 31,

(in millions) Estimated Useful Lives June 30,

2023 December 31,

8 unchanged sentences

Property and equipment, net $ 694.3 $ 699.8

Depreciation expense was $ 20.1 million in the three months ended March 31, 2023, and $ 19.3 million in the three months ended March 31, 2022.

Depreciation expense was $ 19.7 million in the three months ended June 30, 2023, $ 19.4 million in the three months ended June 30, 2022, $ 39.8 million in the six months ended June 30, 2023, and $ 38.7 million in the six months ended June 30, 2022.

Long-Lived Assets

By the end of the first half of 2023, our U.S.

Transit and Other reporting unit did not meet revenue expectations and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflects a continued decline in transit revenues as compared to our 2023 forecast due to underperformance across our transit business, including the New York Metropolitan Transportation Authority (the “MTA”) transit system.

As a result, we determined that there was a decline in the long-term outlook for our U.S.

Transit and Other reporting unit constituting a triggering event, which requires an interim impairment analysis of goodwill and long-lived assets.

For the six months ended June 30, 2023, and the year ended December 31, 2022, the changes in the book value of goodwill by segment were as follows:

(in millions) U.S.

Media Other Total

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

Currency translation adjustments — 0.5 0.5

Impairment ( 47.6 ) — ( 47.6 )

As of As of June 30, 2023 $ 2,006.4 $ 22.9 $ 2,029.3

The estimated fair value of our U.S.

Transit and Other reporting unit exceeded its carrying value by 28 % as of December 31, 2022, based on our goodwill impairment assessment in the prior year.

As a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our U.S.

Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $ 47.6 million in the Consolidated Statements of Operations.

As of June 30, 2023, the goodwill balances associated with the U.S.

Billboard reporting unit was $ 2,006.4 million and the Canada reporting unit was $ 22.9 million.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Intangible Assets

1 unchanged sentence

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

Our identifiable intangible assets consist of the following:

(in millions) Gross Accumulated Amortization Net

As of March 31, 2023:

(in millions) Gross Accumulated Amortization Impairment Net

As of June 30, 2023:

Permits and leasehold agreements $ 1,620.1 $ ( 901.0 ) $ — $ 719.1

Franchise agreements 533.2 ( 423.1 ) 110.1

Franchise agreements (a)

917.4 ( 427.3 ) ( 444.8 ) 45.3

Other intangible assets 21.0 ( 5.8 ) — 15.2

5 unchanged sentences

Total intangible assets $ 2,149.7 $ ( 1,291.2 ) $ — $ 858.5

In the three months ended March 31, 2023, we acquired approximately 30 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 5.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 10.1 years.

(a) We reclassified all Prepaid MTA equipment deployment costs (see Note 16.

Commitments and Contingencies ) and recorded an impairment due to a decline in the long-term outlook of our U.S.

Transit and Other reporting unit.

In the six months ended June 30, 2023, we acquired approximately 440 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 23.8 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 14.9 years.

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

Amortization expense was $ 21.8 million in the three months ended March 31, 2023, and $ 14.8 million in the three months ended March 31, 2022.

Amortization expense was $ 21.5 million in the three months ended June 30, 2023, $ 17.3 million in the three months ended June 30, 2022, $ 43.3 million in the six months ended June 30, 2023, and $ 32.1 million in the six months ended June 30, 2022.

We performed an analysis of carrying value of our long-lived asset groups within our U.S.

Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups.

As a result, we recorded an impairment charge of $ 463.5 million in the second quarter of 2023, primarily representing a $ 443.1 million impairment charge related to our MTA asset group.

The following table presents our operating lease assets and liabilities:

(in millions, except years and percentages) March 31,

(in millions, except years and percentages) June 30,

2023 December 31,

4 unchanged sentences

Weighted-average discount rate 6.1 % 5.8 %

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The components of our lease expenses were as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

3 unchanged sentences

Variable costs (a)

38.1 27.8 70.6 52.8

Cash paid for operating leases 113.2 106.3 250.9 224.7

Leased assets obtained in exchange for new operating lease liabilities 83.9 70.4 256.0 152.3

(a) Includes an out-of-period adjustment of $ 5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

(a) Includes an out-of-period adjustment of $ 5.2 million recorded in the first quarter of 2023 related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation ).

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

For each of the three months ended March 31, 2023 and 2022, sublease income related to office properties was immaterial.

We recorded rental income of $ 298.4 million for the three months ended March 31, 2023, and $ 288.3 million for the three months ended March 31, 2022, in Revenues on our Consolidated Statement of Operations.

For each of the three and six months ended June 30, 2023 and 2022, sublease income related to office properties was immaterial.

We recorded rental income of $ 349.3 million for the three months ended June 30, 2023, and $ 342.2 million for the three months ended June 30, 2022, $ 647.7 million for the six months ended June 30, 2023, and $ 630.5 million for the six months ended June 30, 2022, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

5 unchanged sentences

Accretion expense 1.5

Additions 0.1

Liabilities settled ( 1.5 )

As of March 31, 2023 $ 37.8

Foreign currency translation adjustments 0.1

As of June 30, 2023 $ 38.0

Related Party Transactions

7 unchanged sentences

(iv) a percentage revenue share payment on net revenues until $ 100.0 million is paid to the Providence Affiliate or its payment designee, as applicable;

and (v) a one-time payment of $ 10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Transaction (the “Transaction Closing”) if we have not yet acquired the Assets as described below.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

described below.

The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Transaction Closing at pre-agreed prices depending on the time at which we exercise the option;

1 unchanged sentence

and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment.

As of March 31, 2023, operating lease assets related to the Billboard Agreement were $ 97.0 million and non-current operating lease liabilities related to the Billboard Agreement were $ 95.0 million , and are included in Operating lease assets and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 1.9 million and operating lease expenses related to the Billboard Agreement were $ 2.3 million in the three months ended March 31, 2023, and are recorded in Revenues and Operating expenses, respectively, on the Consolidated Statement of Operations.

As of June 30, 2023, operating lease assets related to the Billboard Agreement were $ 95.2 million and non-current operating lease liabilities related to the Billboard Agreement were $ 94.1 million , and are included in Operating lease assets and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 1.9 million in the three months ended June 30, 2023, and $ 3.8 million in the six months ended June 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.6 million in the three months ended June 30, 2023, and $ 4.9 million in the six months ended June 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

We have a 50 % ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures which currently operate a total of seven billboard displays in New York and Boston.

All of these joint ventures are accounted for as equity investments.

These investments totaled $ 10.6 million as of March 31, 2023, and $ 12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.0 million in the three months ended March 31, 2023, and $ 1.7 million in the three months ended March 31, 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

These investments totaled $ 10.3 million as of June 30, 2023, and $ 12.2 million as of December 31, 2022, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.4 million in the three months ended June 30, 2023, $ 2.3 million in the three months ended June 30, 2022, $ 2.4 million in the six months ended June 30, 2023, and $ 4.0 million in the six months ended June 30, 2022.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2023 December 31,

14 unchanged sentences

Weighted average cost of debt 5.4 % 5.2 %

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.6 % per annum as of March 31, 2023.

As of March 31, 2023, a discount of $ 1.3 million on the Term Loan remains unamortized.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.9 % per annum as of June 30, 2023.

As of June 30, 2023, a discount of $ 1.2 million on the Term Loan remains unamortized.

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

1 unchanged sentence

We also have a $ 500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of March 31, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.4 million in each of the three months ended March 31, 2023 and 2022.

As of March 31, 2023, we had issued letters of credit totaling approximately $ 6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

During the second quarter of 2023, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and the other guarantors party thereto, entered into two amendments (the “Amendments”) to the Credit Agreement (as defined below).

The Amendments provide for (i) the replacement of the London Interbank Offered Rate with the Secured Overnight Financing Rate as the interest rate benchmark , (ii) the extension of the maturity date of the Revolving Credit Facility from its previous maturity date of November 18, 2024 to June 15, 2028, and (iii) an increase in the interest rate margins applicable to the Borrowers under the Revolving Credit Facility from a range of 1.25 % to 1.75 % to a range of 1.75 % to 2.25 %, in the case of Secured Overnight Financing Rate borrowings, based on the Borrowers’ leverage ratio.

The Amendments also include springing maturity refinancing provisions with respect to the Borrowers’ outstanding term loan indebtedness and certain series of senior notes issued by the Borrowers, in each case, which have maturity dates prior to June 15, 2028, as well as other clarifying, conforming and ministerial changes to the Credit Agreement.

As of June 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 0.4 million in each of the three months ended June 30, 2023 and 2022, $ 0.8 million in each of the six months ended June 30, 2023 and 2022.

As of June 30, 2023, we had issued letters of credit totaling approximately $ 6.5 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of March 31, 2023, we had issued letters of credit totaling approximately $ 77.0 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2023 and 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 2023, we had issued letters of credit totaling approximately $ 77.1 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2023 and 2022.

Accounts Receivable Securitization Facility

As of March 31, 2023, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

As of June 30, 2023, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

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”).

6 unchanged sentences

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 March 31, 2023, there were $ 115.0 million outstanding borrowings under the AR Facility, at a borrowing rate of 5.7 %.

As of March 31, 2023, borrowing capacity remaining under the AR Facility was $ 21.5 million based on approximately $ 293.1 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 $ 0.1 million for the three months ended March 31, 2023, and immaterial for the three months ended March 31, 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 2023, there were $ 135.0 million outstanding borrowings under the AR Facility, at a borrowing rate of 6.2 %.

As of June 30, 2023, borrowing capacity remaining under the AR Facility was $ 15.0 million based on approximately $ 320.0 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 immaterial for the three months ended June 30, 2023, $ 0.1 million for the six months ended June 30, 2023, and immaterial for each of the three and six months ended June 30, 2022.

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, 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.

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, 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, 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.

As of March 31, 2023, our Consolidated Total Leverage Ratio was 5.1 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2023, our Consolidated Total Leverage Ratio was 5.1 to 1.0 in accordance with the Credit Agreement.

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

As of March 31, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2023, we are in compliance with our debt covenants.

As of June 30, 2023, our Consolidated Net Secured Leverage Ratio was 1.1 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2023, we are in compliance with our debt covenants.

Deferred Financing Costs

As of March 31, 2023, we had deferred $ 23.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

As of June 30, 2023, we had deferred $ 25.7 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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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and unobservable inputs for the asset or liability are defined as Level 3.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.5 billion as of both March 31, 2023, and December 31, 2022.

The fair value of our debt as of both March 31, 2023, and December 31, 2022, is classified as Level 2.

As of March 31, 2023, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of June 30, 2023, and $ 2.5 billion as of December 31, 2022.

The fair value of our debt as of both June 30, 2023, and December 31, 2022, is classified as Level 2.

As of June 30, 2023, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

165,042,433 shares were issued and outstanding;

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Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0 % per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”).

Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

dividends will be payable solely in cash.

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

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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.

During the three months ended March 31, 2023, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock.

As of March 31, 2023, 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.

During the three months ended June 30, 2023, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the six months ended June 30, 2023, we paid cash dividends of $ 4.4 million on the Series A Preferred Stock.

As of June 30, 2023, 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.

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.

We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

No shares were sold under the ATM Program during the three months ended March 31, 2023.

As of March 31, 2023, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On May 3, 2023 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on June 30, 2023 , to stockholders of record at the close of business on June 2, 2023 .

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

No shares were sold under the ATM Program during the six months ended June 30, 2023.

As of June 30, 2023, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On August 3, 2023 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on September 29, 2023 , to stockholders of record at the close of business on September 1, 2023 .

The following table summarizes revenues by source:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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Total revenues $ 468.8 $ 450.2 $ 864.6 $ 823.7

Rental income was $ 298.4 million in the three months ended March 31, 2023, and $ 288.3 million in the three months ended March 31, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Rental income was $ 349.3 million in the three months ended June 30, 2023, $ 342.2 million in the three months ended June 30, 2022, $ 647.7 million in the six months ended June 30, 2023, and $ 630.5 million in the six months ended June 30, 2022, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2022, during the three months ended March 31, 2023.

We completed several asset acquisitions for a total purchase price of approximately $ 5.1 million in the three months ended March 31, 2023, and $ 9.6 million in the three months ended March 31, 2022.

In the second quarter of 2018, we entered into an agreement to acquire 14 digital and seven static billboard displays in California for a total estimated purchase price of $ 35.4 million.

In the second quarter of 2019, we completed this acquisition except with respect to four digital displays, which we expect to acquire in 2023 for an estimated purchase price of $ 9.2 million, subject to customary closing conditions and the timing of site development.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We completed several asset acquisitions for a total purchase price of approximately $ 27.4 million in the six months ended June 30, 2023, and $ 248.6 million in the six months ended June 30, 2022.

The value of the assets acquired during 2023 and 2022 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

Long-Lived Assets ).

Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2023 and 2022.

Three Months Ended

Effective as of June 6, 2023, we amended and restated the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (as amended and restated, the “Stock Plan”) to, among other things, increase the number of shares of our common stock reserved for issuance under our prior plan by 6,475,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 19,575,000 shares of our common stock.

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2023 and 2022.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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Stock-based compensation expense, net of tax $ 7.8 $ 8.1 $ 15.2 $ 15.6

As of March 31, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 51.9 million, which is expected to be recognized over a weighted average period of 2.1 years.

As of June 30, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 44.9 million, which is expected to be recognized over a weighted average period of 1.9 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

RSUs and PRSUs

The following table summarizes activity for the three months ended March 31, 2023, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the six months ended June 30, 2023, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 2,877 ) 23.64

Non-vested as of March 31, 2023 2,891,867 21.25

Non-vested as of June 30, 2023 2,893,409 21.11

Retirement Benefits

The following table presents the components of net periodic pension cost and amounts recognized in other comprehensive income (loss) for our pension plans:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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In 2023, we do not expect to contribute to our defined benefit pension plans.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S.

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Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

In the three months ended March 31, 2023 and 2022, our effective tax rate differed from the U.S.

In the three and six months ended June 30, 2023 and 2022, our effective tax rate differed from the U.S.

federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

Net loss available for common stockholders $ ( 28.9 ) $ ( 0.1 )

Net income (loss) available for common stockholders $ ( 478.9 ) $ 48.0 $ ( 507.8 ) $ 47.9

Distributions to holders of Series A Preferred Stock

2.2 2.2 4.4 7.6

Distributions to holders of Class A equity interests of a subsidiary

Net loss available for common stockholders, basic and diluted $ ( 31.1 ) $ ( 5.6 )

Net income (loss) available for common stockholders, basic and diluted $ ( 481.1 ) $ 45.8 $ ( 512.2 ) $ 40.2

Weighted average shares for basic EPS 165.0 164.0 164.8 158.0

Dilutive potential shares from grants of RSUs and PRSUs (a)

Weighted average shares for basic and diluted EPS (a)(b)(c)

(a) The potential impact of 1.4 million granted RSUs and PRSUs in the three months ended March 31, 2023, and 1.1 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2022, were antidilutive.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2023, and 19.1 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2022, were antidilutive.

(c) The potential impact of 0.3 million of Class A equity interests of a subsidiary of the Company that controls its Canadian business in the three months ended March 31, 2022, was antidilutive.

165.0 164.6 164.8 158.8

(a) The potential impact of 2.5 million granted RSUs and PRSUs in the three months ended June 30, 2023, 1.1 million granted RSUs and PRSUs in the three months ended June 30, 2022, 2.1 million granted RSUs and PRSUs in the six months ended June 30, 2023, were antidilutive.

The potential impact of antidilutive granted RSUs and PRSUs in the six months ended June 30, 2022, was immaterial.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three and six months ended June 30, 2023, were antidilutive.

The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2022, and 13.4 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2022, were antidilutive.

(c) The potential impact of 0.2 million of Class A equity interests of a subsidiary of the Company that controls its Canadian business in the six months ended June 30, 2022, was antidilutive.

Commitments and Contingencies

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Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

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

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):

• Deployments .

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

• Recoupment of Equipment Deployment Costs.

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As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

business, financial condition and results of operations, including impairment charges (see Note 4.

Long-Lived Assets ).

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

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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 the three months ended March 31, 2023, and we do not expect to recoup any equipment deployment costs in the remainder of 2023.

We did not recoup any equipment deployment costs in the six months ended June 30, 2023, and we do not expect to recoup any equipment deployment costs in the remainder of 2023.

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

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

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

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

During the three months ended March 31, 2023, we had no recoupment from incremental revenues.

As of March 31, 2023, 15,200 digital displays had been installed, composed of 5,002 digital advertising screens on subway and train platforms and entrances, 5,658 smaller-format digital advertising screens on rolling stock and 4,540 MTA communications displays.

In the three months ended March 31, 2023, 1,047 installations occurred.

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

Three months ended March 31, 2023:

In July 2021, we extended the initial 10 -year term of the MTA Agreement to a 13 -year base term (the “Amended Term”).

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

During the six months ended June 30, 2023, we had no recoupment from incremental revenues.

As of June 30, 2023, 16,758 digital displays had been installed, composed of 5,135 digital advertising screens on subway and train platforms and entrances, 6,952 smaller-format digital advertising screens on rolling stock and 4,671 MTA communications displays.

In the three months ended June 30, 2023, 1,558 installations occurred, for a total of 2,605 installations occurring in the six months ended June 30, 2023.

We performed an analysis of carrying value of our long-lived asset groups within our U.S.

Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups.

As a result we recorded an impairment charge of $ 463.5 million in the second quarter of 2023, primarily representing a $ 443.1 million impairment charge related to our MTA asset group.

Long-Lived Assets .)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

Six months ended June 30, 2023:

Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ ( 385.0 ) $ —

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Total $ 348.0 $ 88.9 $ ( 3.7 ) $ ( 6.4 ) $ — $ 426.8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.

As of March 31, 2023, the outstanding letters of credit were approximately $ 83.4 million and outstanding surety bonds were approximately $ 169.9 million, and were not recorded on the Consolidated Statements of Financial Position.

As of June 30, 2023, the outstanding letters of credit were approximately $ 83.6 million and outstanding surety bonds were approximately $ 170.0 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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The following tables set forth our financial performance by segment.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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Total revenues $ 468.8 $ 450.2 $ 864.6 $ 823.7

We present Operating income before Depreciation , Amortization , Net (gain) loss on dispositions and Stock-based compensation (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

We present Operating income before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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Other expense, net ( 0.2 ) ( 0.1 ) ( 0.2 ) —

Operating income 10.2 28.5

Operating income (loss) ( 438.2 ) 79.9 ( 428.0 ) 108.4

Net (gain) loss on dispositions ( 0.1 ) 0.2 0.2 ( 0.1 )

Impairment charges 511.4 — 511.4 —

Depreciation and amortization 41.2 36.7 83.1 70.8

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Total Adjusted OIBDA $ 122.2 $ 125.3 $ 182.4 $ 195.5

Three Months Ended

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2023 2022 2023 2022

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Total gain (loss) on dispositions $ ( 0.1 ) $ 0.2 $ 0.2 $ ( 0.1 )

Impairment charges (a) :

Media $ 511.4 $ — $ 511.4 $ —

Total impairment charges $ 511.4 $ — $ 511.4 $ —

Depreciation and amortization:

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Total capital expenditures $ 22.3 $ 24.9 $ 44.9 $ 41.8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(in millions) March 31,

(a) The Impairment charges relates to a decline in the long-term outlook of our U.S.

Transit and Other reporting unit (see Note 4.

Long-Lived Assets) and an other-than-temporary decline in fair value of a cost-method investment.

(in millions) June 30,

2023 December 31, 2022

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Total assets $ 5,585.9 $ 5,990.0

(in millions) June 30,

2023 December 31, 2022

Long-lived assets (a) :

United States (b)

$ 5,004.6 $ 5,391.0

Canada 200.9 195.8

Total assets $ 5,205.5 $ 5,586.8

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

(b) Reflects a decline in the long-term outlook of our U.S.

Transit and Other reporting unit in 2023 (see Note 4.

Long-Lived Assets ).

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-Q

Item 1. Financial Statements