What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-22 compared with 2023-02-23 · 391 added, 246 removed, 939 unchanged (40% of the section changed)

24 unchanged sentences

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;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

4 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for the MTA Agreement

Recoverability of Prepaid MTA Equipment Deployment Costs

As described in Notes 2 and 17 to the consolidated financial statements, the Company has an agreement with the New York Metropolitan Transportation Authority (“MTA”).

Under the MTA agreement, as amended in June 2020 and July 2021, the Company is obligated to incur the costs and deploy, over a number of years, certain digital advertising screens and MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by the Company and the MTA.

Title of the various digital displays transfers to the MTA on installation.

As disclosed by management, the Company is entitled to generate revenue through the sale of advertising on transit advertising displays and incurs transit franchise fees payable to the MTA, which are calculated based on a percentage of the advertising revenues generated under the contract, subject to a minimum guarantee.

The Company’s payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.

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

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

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

The Company did not recoup any equipment deployment costs in 2022.

The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as prepaid MTA equipment deployment costs, which were $363.2 million as of December 31, 2022.

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, 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 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.

As disclosed by management, under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed upon by the Company and the MTA, the Company is obligated to deploy, over a number of years, certain digital advertising screens and MTA communications displays.

The Company is entitled to generate revenue through the sale of advertising on transit advertising displays and incurs transit franchise fees payable to the MTA, which are calculated based on a percentage of the advertising revenues generated under the contract, subject to a minimum guarantee.

As title of the various digital displays the Company is obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent the Company’s 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.

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 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 assesses these factors by comparing revenue projections of the deployed digital displays to actual financial results.

As disclosed by management, as a result of the reduced revenue forecast and reduced time remaining on the amended term of the MTA agreement, the Company currently does not expect to recoup any prepaid MTA equipment deployment costs throughout the remainder of the amended term of the MTA agreement.

As a result, in the second quarter of 2023, the Company reclassified $385.0 million of prepaid MTA equipment deployment costs to intangible assets.

Consequently, as of December 31, 2023, prepaid MTA equipment deployment costs were $0.

The principal considerations for our determination that performing procedures relating to the recoverability of the prepaid MTA equipment deployment costs is a critical audit matter are (i) the significant judgment by management in evaluating the recoverability of the prepaid equipment deployment costs;

and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to revenues expected to be generated over the term of 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 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 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 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.

Under the income approach, the fair value is determined using a discounted cash flow model by adding the present value of the estimated annual cash flows over a discrete projection period to the terminal value, which represents the value of the projected cash flows beyond the discrete projection period.

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

The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general, and administrative expenses, capital expenditures, and contract renewals and extensions for the projection period are based on internal forecasts of future performance as well as historical trends.

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

inflation and long-term industry projections.

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 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.

These procedures included testing the effectiveness of controls relating to management’s accounting for performance under the MTA agreement, including controls over the assessment of the recoverability of the prepaid MTA equipment deployment costs.

These procedures also included, among others, (i) determining whether there have been amendments to the MTA agreement in the current year and evaluating the impact of any such amendments, (ii) testing management’s process for assessing the recoverability of the prepaid MTA equipment deployment costs, (iii) testing the completeness and accuracy of underlying data used in management’s recoverability assessment, (iv) evaluating the actual revenue generated from the deployed digital displays in comparison to management’s revenue projections from the prior year, (v) evaluating the Company’s installation of digital displays against the deployment schedule, and (vi) evaluating the reasonableness of the significant assumption used by management related to revenues expected to be generated over the term of the agreement.

Evaluating management’s assumption related to revenues expected to be generated over the term of the agreement involved evaluating whether the assumption used by management was reasonable considering (i) the comparison of revenue projections of the deployed digital displays to actual financial results;

(ii) the consistency with external market and industry data;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Long-Lived Asset Interim Impairment Assessment - MTA Asset Group

As described in Notes 2 and 4 to the consolidated financial statements, long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the assets may not be recoverable.

Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value.

The amount of the impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset.

Management computes the estimated fair value of each asset group for which a quantitative assessment is performed using an income approach.

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

Management determined that the decline in the long-term outlook of the U.S.

Transit and Other reporting unit and the related impact to future revenues and cash flows constituted a triggering event in the second quarter of 2023, requiring management to perform a recoverability test of the Company’s long-lived asset groups as of June 30, 2023.

As a result of that test, management recorded a long-lived asset impairment charge of $463.5 million, primarily representing a $443.1 million impairment charge related to the MTA asset group, of which substantially all of the impairment related to intangible assets.

Management’s cash flow models include significant estimates and assumptions such as projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures, and discount rates.

The principal considerations for our determination that performing procedures relating to the long-lived asset interim impairment assessment for the MTA asset group is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the MTA asset group;

and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the projected revenue growth;

and (iii) the audit effort involved in 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 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.

These procedures included testing the effectiveness of controls relating to management’s long-lived asset interim impairment assessment, including controls over management’s identification of events or changes in circumstances that indicate an impairment of an asset group has occurred and controls over the valuation of the MTA asset group.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the MTA asset group;

(ii) evaluating the appropriateness of the cash flow models used by management;

(iii) testing the completeness and accuracy of underlying data used in the cash flow models;

and (iv) evaluating the reasonableness of the significant assumption used by management related to the projected revenue growth.

Evaluating management’s assumption related to the projected revenue growth involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the asset grouping;

(ii) the consistency with external market and industry data;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the cash flow models.

/s/ PricewaterhouseCoopers LLP

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Receivables, less allowances of $ 17.2 in 2023 and $ 20.2 in 2022

Prepaid lease and franchise costs 9.1 12.5

Prepaid lease and transit franchise costs 4.5 9.1

Other prepaid expenses 19.2 19.8

Assets held for sale (Note 12) 34.6 —

Other current assets 15.7 5.6

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Prepaid MTA equipment deployment costs (Note 17) — 363.2

Assets held for sale (Note 12) 214.3 —

Other assets 19.5 39.1

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Short-term operating lease liabilities (Note 5) 180.9 188.1

Liabilities held for sale (Note 12) 24.1 —

Other current liabilities 18.0 21.2

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Operating lease liabilities (Note 5) 1,417.4 1,369.0

Liabilities held for sale (Note 12) 90.9 —

Other liabilities 42.0 41.2

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Selling, general and administrative 429.7 422.1 368.2

Restructuring charges (Note 12) — — 5.8

Net (gain) loss on dispositions ( 14.2 ) 0.2 ( 4.5 )

Impairment charge — 2.5 —

Impairment charges 534.7 — 2.5

Depreciation 79.3 77.4 79.4

1 unchanged sentence

Total expenses 2,079.0 1,484.4 1,295.6

Operating income 287.7 168.3 72.5

Operating income (loss) ( 258.4 ) 287.7 168.3

Interest expense, net ( 158.4 ) ( 131.8 ) ( 130.4 )

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Cumulative translation adjustments 3.1 ( 7.9 ) —

Net actuarial gain (loss) 2.8 8.4 ( 2.4 )

Net actuarial gain 0.2 2.8 8.4

Change in fair value of interest rate swap agreements — 0.4 5.2

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

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

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

Stock-based payments:

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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 ) —

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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:

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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 %)

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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

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

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

Net income (loss) — — — — — ( 430.4 ) — ( 430.4 ) 0.7 ( 429.7 )

Other comprehensive income — — — — — — 3.3 3.3 — 3.3

Stock-based payments:

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Shares paid for tax withholding for stock-based payments — — ( 0.7 ) — ( 12.5 ) — — ( 12.5 ) — ( 12.5 )

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 %)

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Net (gain) loss on dispositions ( 14.2 ) 0.2 ( 4.5 )

Impairment charge — 2.5 —

Impairment charges 511.4 — 2.5

Loss on extinguishment of debt 8.1 — 6.3

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

(Increase) decrease in receivables ( 11.2 ) ( 94.6 ) 60.8

Increase in receivables ( 4.0 ) ( 11.2 ) ( 94.6 )

Increase in prepaid MTA equipment deployment costs ( 21.8 ) ( 83.4 ) ( 75.2 )

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Investment in investee companies — ( 0.3 ) —

Return of investment in investee companies — — 2.0

Net cash flow used for investing activities ( 107.5 ) ( 449.5 ) ( 224.0 )

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Payments of debt extinguishment charges ( 6.3 ) — ( 4.7 )

Proceeds from Series A Preferred Stock issuances — — 383.4

Taxes withheld for stock-based compensation ( 12.5 ) ( 11.8 ) ( 9.0 )

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Other — — ( 3.7 )

Net cash flow provided by (used for) financing activities ( 188.0 ) ( 162.2 ) 573.0

Net cash flow used for financing activities ( 151.5 ) ( 188.0 ) ( 162.2 )

OUTFRONT Media Inc.

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Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.4 ( 1.0 ) 0.2

( 1.0 ) 0.2 0.7

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

Net decrease in cash, cash equivalents and restricted cash ( 4.4 ) ( 384.4 ) ( 287.2 )

Cash, cash equivalents and restricted cash at beginning of year 40.4 424.8 712.0

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Accrued MTA franchise rights 3.0 3.1 4.5

Taxes withheld for stock-based compensation — — 0.2

See accompanying notes to consolidated financial statements.

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Media reportable segment, and International.

In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment, for a purchase price of approximately $ 34.6 million in cash, subject to closing and post-closing adjustments (see Note 13.

On October 22, 2023, the Company, Outfront Canada HoldCo 2 LLC, a wholly-owned subsidiary of the Company, and Outfront Canada Sub LLC, a wholly-owned subsidiary of the Company (together, the “Selling Subsidiaries”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Bell Media Inc.

(the “Buyer”), relating to the sale of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Canadian Business, to the Buyer, for C$ 410.0 million in cash, payable on the date of the consummation of the Transaction (the “Closing”).

(See Note 12.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements).

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

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

Dispositions :

Canadian Business .)

Basis of Presentation and Use of Estimates

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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 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.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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.

Out-of-Period Adjustment

For the three months ended March 31, 2023, the Company recorded an out-of-period adjustment relating to variable billboard property lease expenses and accrued lease and franchise costs in 2022, resulting in a $ 5.2 million increase in Operating expenses for the three months ended March 31, 2023.

The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No.

99 and SAB No.

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

Summary of Significant Accounting Policies

5 unchanged sentences

Intercompany transactions have been eliminated.

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.

1 unchanged sentence

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

the transit system does not represent our property and equipment.

New York Metropolitan Transportation Authority (the “MTA”) Agreement— Under our agreement with the MTA, 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.

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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If the acquired assets do not constitute a business, we allocate the purchase price to the individual tangible and intangible assets acquired based on their relative fair values.

Impairment of Long-Lived Assets— Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable.

Impairment of Long-Lived Assets— Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.

Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable.

Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value.

The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset and recognized as a non-cash charge.

Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.

The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset.

We compute the estimated fair value of each asset group for which we perform a quantitative assessment using an income approach.

Under the income approach, the fair value is determined using a

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

discounted cash flow model.

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

The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses and capital expenditures are based on our internal forecasts of future performance, as well as historical trends.

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

There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair values of our asset groups, which could result in additional impairment charges in the future.

Goodwill— Goodwill is allocated to various reporting units.

5 unchanged sentences

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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 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.

19 unchanged sentences

We rent or sublease certain real estate to third parties.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

6 unchanged sentences

We account for non-lease installation services and the lease associated with providing advertising space on our billboards as a combined component under the lease standard.

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.

Hedging Activities —We have utilized interest rate cash flow swap agreements in the past to effectively convert a portion of our 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.

2 unchanged sentences

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)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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) 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.

9 unchanged sentences

Any contracts with transaction prices that contain multiple performance obligations are allocated primarily based on a relative standalone selling price basis.

Deferred revenues primarily consist of revenues paid in advance of being earned.

Deferred revenues primarily consist of revenues collected in advance of being earned.

For all revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis).

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We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Billboard Property Lease and Transit Franchise Expenses —Our billboards are primarily located on leased real property.

7 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.

17 unchanged sentences

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

Recent Pronouncements

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.

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.

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

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

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

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

Adoption of New Accounting Standards

In the first quarter of 2023, we adopted the FASB’s guidance on the recognition and measurement of contract assets and

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

contract liabilities acquired in a business combination.

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

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

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 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.

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

Recent Pronouncements

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Retrospective application is permitted.

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

Property and Equipment, Net

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As of December 31,

(in millions) 2022 2021

(in millions) 2023 (a)

Land $ 110.1 $ 112.2

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Property and equipment, net $ 657.8 $ 699.8

(a) In 2023, in connection with the Transaction, Property and equipment were reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Depreciation expense was $ 79.3 million in 2023, $ 77.4 million in 2022 and $ 79.4 million in 2021.

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 reflected a continued decline in transit revenues as compared to our 2023 forecast due to underperformance across our transit business, including the MTA transit system.

As a result, in the second quarter of 2023, 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 required an interim impairment analysis of goodwill and long-lived assets.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

For the years ended December 31, 2023 and 2022, the changes in the book value of goodwill by segment were as follows:

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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

Dispositions (a)

— ( 22.9 ) ( 22.9 )

Currency translation adjustments — 0.5 0.5

Impairment ( 47.6 ) — ( 47.6 )

As of December 31, 2023 2,006.4 — 2,006.4

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.

As of December 31, 2022, the goodwill balances associated with the U.S.

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

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

(a) In 2023, in connection with the Transaction, Goodwill in Other was reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

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.

In the fourth quarter of 2023, we performed a qualitative assessment of two of our reporting units for possible goodwill impairment and no additional goodwill impairment was identified.

As of December 31, 2023, all outstanding goodwill balances were associated with the U.S.

billboard reporting unit.

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:

(in millions) Gross Accumulated

Amortization Net

Amortization Impairment Net

As of December 31, 2023:

Permits and leasehold agreements $ 1,535.5 $ ( 893.8 ) $ — $ 641.7

Franchise agreements 533.2 ( 418.6 ) 114.6

Franchise agreements (a)

934.8 ( 426.4 ) ( 467.9 ) 40.5

Other intangible assets 19.5 ( 6.3 ) — 13.2

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

Total intangible assets (b)

$ 2,489.8 $ ( 1,326.5 ) $ ( 467.9 ) $ 695.4

As of December 31, 2022:

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

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.

(a) We reclassified all Prepaid MTA equipment deployment costs (see Note 17.

Commitments and Contingencies ) and recorded impairments in the second, third and fourth quarters of 2023 due to a decline in the long-term outlook of our U.S.

Transit and Other reporting unit.

(b) In 2023, in connection with the Transaction, Intangible assets, net, of $ 53.0 million was reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Disposition s:

Canadian Business.

In 2023, we acquired 453 displays, resulting in amortizable intangible assets for permits and leasehold agreements, and other intangible assets of $ 30.4 million, which are amortized using the straight-line method over their estimated useful lives, an

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

average period of 17.5 years, including five displays related to the Transaction, resulting in amortizable intangible assets for permits and leasehold agreements, and other intangible assets of $ 2.7 million, that has been reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

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

Amortization expense was $ 81.2 million in 2023, $ 73.3 million in 2022 and $ 66.0 million in 2021.

During the second quarter of 2023, we performed an analysis of the 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 and determined that they were not fully recoverable.

We then compared the fair value of the assets (calculated using a cash flow model) to the carrying value and we recorded impairment charges of $ 463.5 million, primarily representing a $ 443.1 million impairment charge related to our MTA asset group.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded additional impairment charges of $ 12.1 million in the third quarter of 2023 and $ 11.0 million in the fourth quarter of 2023, representing additional MTA equipment deployment cost spending during the quarters.

We expect our aggregate annual amortization expense for intangible assets for each of the years 2024 through 2028, to be as follows:

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(in millions, except years and percentages) December 31, 2023 December 31, 2022

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

Operating lease assets (a)

$ 1,591.9 $ 1,562.6

Short-term operating lease liabilities (a)

Non-current operating lease liabilities (a)

1,417.4 1,369.0

Weighted-average remaining lease term 10.9 years 11.0 years

Weighted-average discount rate 6.2 % 5.8 %

(a) In 2023, in connection with the Transaction, Operating lease assets of $ 85.9 million was reclassified as Assets held for sale and Short-term operating lease liabilities of $ 15.1 million and Non-current Operating lease liabilities of $ 70.4 million were reclassified as Liabilities held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Disposition s:

Canadian Business.

Year Ended December 31,

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Leased assets obtained in exchange for new operating lease liabilities 397.2 285.1 279.4

(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 ).

In 2023, 2022 and 2021, sublease income related to office properties was immaterial.

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, 2023, minimum rental payments under operating leases are as follows:

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Interest 724.7

Present value of lease liabilities $ 1,557.1

Present value of lease liabilities (a)

(a) Excludes minimum rental payments to be made in connection with $ 85.4 million of lease liabilities reclassified to Liabilities held for sale on the Consolidated Statement of Financial Position in connection with the Transaction.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

We recorded rental income of $ 1,349.3 million in 2023, $ 1,321.1 million in 2022 and $ 1,141.1 million in 2021 in Revenues on our Consolidated Statement of Operations.

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2029 and thereafter 10.0

Total minimum payments $ 750.7

Total minimum payments (a)

(a) Excludes an immaterial amount of rental payments to be received under non-cancellable operating leases related to amounts reclassified to Assets held for sale on the Consolidated Statement of Financial Position in connection with the Transaction.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Asset Retirement Obligation

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Additions 0.2 0.8

Liabilities settled ( 1.9 ) ( 2.6 )

Liabilities settled (a)

( 8.2 ) ( 1.9 )

Foreign currency translation adjustments 0.1 ( 0.3 )

Balance, at end of period $ 33.0 $ 37.8

(a) In 2023, includes $ 5.0 million of liabilities reclassified to Liabilities held for sale on the Consolidated Statement of Financial Position in connection with the Transaction.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .

Related Party Transactions

On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C.

(the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller.

Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Billboard Transaction”).

In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable:

(i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $ 1.8 million to $ 3.5 million during the term of the Billboard Agreement;

(ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $ 8.5 million to $ 12.0 million by year six and adjusted for inflation thereafter through year ten;

(iii) a percentage revenue share payment on gross revenues generated above $ 22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement;

(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 Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as 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 Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option;

(ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party;

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 December 31, 2023, operating lease assets related to the Billboard Agreement were $ 91.5 million , current operating lease liabilities related to the Billboard Agreement were $ 3.6 million and non-current operating lease liabilities related to the Billboard Agreement were $ 92.1 million , and are included in Operating lease assets , current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 11.4 million in 2023 and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 11.5 million in 2023 and recorded in Operating expenses on the Consolidated Statement of

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Related Party Transactions

Joint Ventures

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

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

All of these ventures are accounted for as equity investments.

These investments totaled $ 8.2 million as of December 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 $ 8.6 million in 2022, $ 6.3 million in 2021 and $ 4.6 million in 2020.

In 2023, in connection with the Transaction, an equity investment was reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .) We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 4.9 million in 2023, $ 8.6 million in 2022 and $ 6.3 million in 2021.

Debt, net, consists of the following:

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$ 598.9 $ 598.6

Senior secured notes:

7.375 % senior secured notes, due 2031

Senior unsecured notes:

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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”).

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 December 31, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

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As of December 31, 2023, 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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As of December 31, 2023, borrowing capacity remaining under the AR Facility was $ 85.0 million based on approximately $ 316.0 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 $ 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

The commitment fee based on the amount of unused commitments under the AR

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

Facility was $ 0.2 million in 2023, $ 0.3 million in 2022 and immaterial in 2021.

In January 2024, we made a repayment of $ 10.0 million under the AR Facility.

Senior Secured Notes

On November 20, 2023, the Borrowers issued $ 450.0 million aggregate principal amount of 7.375 % Senior Secured Notes due 2031 (the “2031 Notes”) in a private placement.

The 2031 Notes are senior secured obligations of the Borrowers and are guaranteed on a senior secured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities (the “Guarantors”).

The Notes and the related guarantees are secured by liens on substantially all of the assets of the Borrowers and the Guarantors, on a pari passu basis with the Senior Credit Facilities (subject to the terms of an intercreditor agreement), subject to certain exceptions and permitted liens, including the exclusion of equity in Canadian subsidiaries that are pending sale.

Interest on the 2031 Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2024 .

On or after November 15, 2026, the Borrowers may redeem at any time, or from time to time, some or all of the 2031 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 2031 Notes will remain outstanding after the redemption.

In addition the Borrowers may redeem some or all of the 2031 Notes at any time, or from time to time, prior to November 15, 2026, at a price equal to 100 % of the principal amount of the 2031 Notes to be redeemed, plus the applicable “make whole” premium, plus accrued and unpaid interest, if any, to the date of redemption.

On November 21, 2023, we used the net proceeds from the issuance of the 2031 Notes to redeem all of our outstanding 6.250 % Senior Unsecured Notes due 2025 (the “2025 Notes”) and to pay accrued and unpaid interest on the 2025 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2031 Notes offering and the 2025 Notes redemption.

In the fourth quarter of 2023, we recorded a Loss on extinguishment of debt of $ 8.1 million relating to the 2025 Notes on the Consolidated Statement of Operations.

Debt Covenants

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 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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Deferred Financing Costs

As of December 31, 2022, we had deferred $ 24.6 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.

Interest Rate Swap Agreements

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.

As of December 31, 2023, we had deferred $ 27.4 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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, 2023 and 2022 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.

Notes to Consolidated Financial Statements (Continued)

Accumulated Other Comprehensive Loss

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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, 2022 ( 9.2 ) 0.1 — ( 9.1 )

Other comprehensive income before reclassifications 3.1 0.2 — 3.3

Total other comprehensive income, net of tax 3.1 0.2 — 3.3

As of December 31, 2023 $ ( 6.1 ) $ 0.3 $ — $ ( 5.8 )

(a) See Note 14.

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 $ 1.0 million in 2022 and $ 2.9 million in 2021, and a tax benefit of $ 0.9 million in 2020.

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.

There was no tax provision or benefit related to net actuarial gain (loss) included in other comprehensive income in 2023.

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

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

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

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

and (ii) any dividend or distribution in cash in respect of our common stock that,

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

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.

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.

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.

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 2023, we paid cash dividends of $ 8.8 million on the Series A Preferred Stock.

As of December 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.

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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We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, which primarily represent the transaction price allocated to the remaining display period for unsatisfied transit franchise contracts.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table summarizes revenues by source:

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Total transit revenues 369.5 381.1 278.0

Sports marketing and other (a)

Other 6.2 6.3 3.6

Transit and other revenues 375.7 387.4 281.6

Total revenues $ 1,820.6 $ 1,772.1 $ 1,463.9

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

Description of Business and Basis of Presentation and Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements.)

Rental income was $ 1,349.3 million in 2023, $ 1,321.1 million in 2022 and $ 1,141.1 million in 2021, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table summarizes revenues by geography:

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Transit and other 352.6 365.1 265.9

Sports marketing and other (a)

Other 6.2 6.3 3.6

Total United States revenues 1,728.5 1,680.2 1,385.6

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Total revenues $ 1,820.6 $ 1,772.1 $ 1,463.9

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

Description of Business and Basis of Presentation and Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements.)

Our revenues are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control.

4 unchanged sentences

Variable sales commission costs which are directly associated with transit display and other revenues are included in SG&A on the Consolidated Statement of Operations, and are expensed as incurred since the amortization period of the asset would have been less than one year.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Amounts to be collected from customers for revenues recognized in previous periods are included in Receivables, less allowance , on the Consolidated Statement of Financial Position.

1 unchanged sentence

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.

Restructuring Charges

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.

In 2020, we recorded restructuring charges of $ 5.8 million, of which $ 3.9 million was recorded in our U.S.

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 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

1 unchanged sentence

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.

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.

In the third quarter of 2020, we completed the Sports Disposition and received approximately $ 34.6 million in cash, subject to closing and post-closing adjustments.

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

Canadian Business

On October 22, 2023, the Selling Subsidiaries entered into a Share Purchase Agreement with the Buyer, relating to the sale of the Canadian Business.

Pursuant to the Share Purchase Agreement, the Selling Subsidiaries agreed to sell all of its (and its affiliates) equity interests in Outdoor Systems Americas ULC and its subsidiaries, which hold all of the assets of the Canadian Business, to the Buyer, for C$ 410.0 million in cash, payable on the date of the consummation of the Transaction.

The purchase price is subject to (i) adjustments at and following the Closing for working capital, cash, indebtedness, capital expenditures and transaction expenses, and (ii) a holdback to be released at or following the Closing, in whole or in part, if certain third-party contracts are renewed or extended on certain terms.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The consummation of the Transaction is expected to occur in the first half of 2024, subject to certain closing conditions, including, among others, (i) the absence of any enacted or pending law, order, judgment or litigation by a governmental authority prohibiting the consummation of the Transaction, and (ii) receipt of antitrust approval in Canada (the “Antitrust Approval”).

The obligation of the Buyer to consummate the Transaction is also conditioned on the absence of a material adverse effect on the Canadian Business following the date of the Share Purchase Agreement and the Selling Subsidiaries’ obligation to spend a target percentage of forecasted capital expenditures through the Closing.

The obligation of each party to consummate the Transaction is conditioned on each party’s representations and warranties being true and correct and each party having performed in all material respects its obligations under the Share Purchase Agreement.

In addition, the Share Purchase Agreement may be terminated under certain circumstances, including (i) by mutual written agreement of the Buyer and the Selling Subsidiaries;

(ii) by either the Buyer or the Selling Subsidiaries if the Closing does not occur by July 22, 2024, with extensions by the Buyer or the Selling Subsidiaries under certain conditions until no later than October 22, 2024 (the “Outside Date”);

or (iii) by either the Buyer or the Selling Subsidiaries if a failure by either the Buyer or the Seller Subsidiaries is the principal cause of any closing condition not being satisfied.

If the Antitrust Approval is not received by the Outside Date and the principal cause of such failure is not a failure of the Selling Subsidiaries or its subsidiaries to perform any of their obligations under the Share Purchase Agreement, the Buyer will pay a termination fee to the Selling Subsidiaries in the amount of C$ 20.0 million.

In connection with the Transaction, the assets of our outdoor advertising business in Canada has been classified as Assets held for sale on the Consolidated Statement of Financial Position.

It is required that we measure assets held for sale at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.

The components of Assets held for sale and Liabilities held for sale were as follows:

(in millions) As of

December 31, 2023

Current assets:

Receivables, less allowances $ 26.7

Other current assets 7.9

Current assets held for sale 34.6

Property and equipment, net 39.9

Goodwill 22.9

Intangible assets 53.0

Operating lease assets 85.9

Other assets 12.6

Total assets held for sale $ 248.9

Current liabilities held for sale 24.1

Deferred income tax liabilities, net 15.5

Asset retirement obligation 5.0

Operating lease liabilities 70.4

Total liabilities held for sale $ 115.0

Los Angeles Office and Operations Center

In the fourth quarter of 2023, we sold three parcels of land and the related structures in Los Angeles, California, for a total sales price of $ 15.5 million.

This facility previously housed our Los Angeles sales office and operations center.

Our Los Angeles sales office has relocated to a new location, and we entered into a leaseback of the operational portion of the facility for a term of five years .

We have accounted for the transaction as a sale-leaseback, resulting in a gain of $ 12.4 million.

We have also recorded Operating lease assets and Operating lease liabilities of $ 2.5 million in connection with the lease on our Statements of Financial Position.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stock-Based Compensation

Under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 13,100,000 shares of our common stock reserved for the issuance of equity-based awards.

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

Amended and Restated Omnibus Stock Incentive Plan (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.

Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries.

2 unchanged sentences

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

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As of December 31, 2023, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 26.6 million, which is expected to be recognized over a weighted average period of 1.6 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

RSUs and PRSUs

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The total fair value of RSUs and PRSUs that vested was $ 36.2 million during 2023, $ 25.9 million during 2022 and $ 22.6 million during 2021.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Retirement Benefits

We sponsor two defined benefit pension plans covering specific groups of employees in Canada and the U.S.

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

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

The Outfront Media Canada LP pension plan (the “Plan”) is closed to new employees and as of December 31, 2021, we completed freezing the Plan to any future benefit accruals.

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

2 unchanged sentences

We funded the pension plan in Canada in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada.

Canada pension plan assets consist principally of insurance contracts, equity securities and corporate and government-related fixed income securities.

Canada pension plan assets consist principally of insurance contracts, equity securities and corporate and government-related fixed income securities, and global infrastructure.

The pension plan in the U.S.

5 unchanged sentences

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

4 unchanged sentences

Interest cost 2.1 1.9 1.8

Actuarial (gain) loss ( 14.8 ) ( 5.2 ) 6.7

Actuarial gain ( 0.3 ) ( 14.8 ) ( 5.2 )

Settlements paid ( 20.2 ) — —

Benefits paid ( 2.0 ) ( 2.2 ) ( 2.9 )

6 unchanged sentences

Actual return on plan assets 2.9 ( 8.2 )

Employer contributions — 0.2

Settlements paid ( 20.2 ) —

Benefits paid ( 2.0 ) ( 2.2 )

1 unchanged sentence

Fair value of plan assets, end of year $ 37.1 $ 55.5

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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Amounts recognized on the Consolidated Statement of Financial Position:

Assets held for sale $ 10.4 —

Other assets — 8.5

Other liabilities ( 0.5 ) —

Net amounts recognized 9.9 7.9

2 unchanged sentences

(in millions) 2023 2022

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

Net actuarial gain $ 0.4 $ 0.2

Deferred income taxes ( 0.1 ) ( 0.1 )

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

Net amount recognized in accumulated other comprehensive income $ 0.3 $ 0.1

The accumulated benefit obligation for the defined benefit pension plans was $ 25.1 million as of December 31, 2023, and $ 45.2 million as of December 31, 2022.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

11 unchanged sentences

Amortization of actuarial losses (a)

Settlement gain ( 0.5 ) — —

Net periodic pension cost $ ( 1.0 ) $ ( 0.9 ) $ ( 0.1 )

1 unchanged sentence

Actuarial gain $ 0.7

Cumulative translation adjustments 0.1

Deferred income taxes ( 1.0 )

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

Settlement cost ( 0.5 )

Recognized in other comprehensive income, net of tax $ 0.2

(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)

Estimated net actuarial losses related to the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic pension costs in 2024 is immaterial.

As of and for the Year Ended December 31,

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Rate of compensation increase 3.3 3.3

For each pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation.

For the pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation.

The expected return on plan assets assumption was derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.

1 unchanged sentence

The asset allocations of these trusts are based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns.

As of December 31, 2022, we invested approximately 22 % in fixed income instruments, 37 % in equity instruments, and the remainder in cash, cash equivalents and insurance contracts.

As of December 31, 2023, we invested approximately 82 % in fixed income instruments and global infrastructure, 17 % in equity instruments, and the remainder in cash, cash equivalents.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables set forth our pension plan assets measured at fair value on a recurring basis as of December 31, 2023 and 2022.

5 unchanged sentences

(in millions) Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 0.1 $ — $ — $ 0.1

Fixed income securities:

Corporate bonds (a)

$ 0.5 $ — $ — $ 0.5

Equity securities :

1 unchanged sentence

International equity 0.3 — — 0.3

Insurance contracts — — 22.0 22.0

Total assets in fair value hierarchy $ 1.8 $ — $ — $ 1.8

1 unchanged sentence

Total assets $ 37.1

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2022

16 unchanged sentences

Beginning of year $ 22.0 $ 29.4

Realized gains — 0.4

Purchases — 25.9

Settlement (a)

Payments — ( 1.9 )

3 unchanged sentences

End of year $ — $ 22.0

Our insurance contracts classified as Level 3 are valued based on a discount rate determined by reference to the market interest rates prevailing on high quality debt instruments with cash flows that match the timing and amount of expected benefit payments under the pension plan in Canada, as well as a mortality assumption based upon the current mortality table, CPM2014 generational projected using mortality improvement scale CPM-B.

(a) In the fourth quarter of 2023, insurance contracts that were part of the assets of the Plan were converted into buy-out annuities with third-party insurance companies.

Former employees now collect their benefit from the third-party insurance companies and the Plan no longer has liability associated with those former employees.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

generational projected using mortality improvement scale CPM-B.

As a result, the fair value of the insurance contract is equal to the defined benefit obligation in respect of the members covered under the insurance contract.

9 unchanged sentences

We do not expect to contribute to our defined benefit pension plans in 2024.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Multi-Employer Pension and Postretirement Benefit Plans

6 unchanged sentences

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

We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”).

We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as taxable REIT subsidiaries (“TRSs”).

As such, we have provided for their federal, state and foreign income taxes.

14 unchanged sentences

Income (loss) from REIT operations ( 273.2 ) 170.9 53.5

Book depreciation in excess of tax depreciation 33.7 ( 2.0 ) 24.8

Book amortization in excess of tax amortization ( 13.3 ) ( 6.1 ) ( 6.3 )

Tax dividend from foreign subsidiary (a)

Book/tax differences - stock-based compensation 3.8 5.0 ( 6.6 )

Book/tax differences - deferred gain for tax ( 1.0 ) ( 3.0 ) ( 1.3 )

Book/tax differences - investments in joint ventures 9.9 5.0 ( 2.6 )

Book/tax differences - executive compensation 9.4 6.3 4.6

Book/tax differences - leases 4.3 5.7 9.9

Book/tax differences - provision for doubtful accounts 3.3 ( 7.5 ) 14.6

Book/tax differences - interest ( 11.2 ) 13.8 —

Book/tax differences - other 1.5 4.3 7.8

Book/tax differences

Depreciation 27.9 33.7 ( 2.0 )

Amortization ( 13.6 ) ( 13.3 ) ( 6.1 )

Dividend from foreign subsidiary 2.1 2.1 1.4

Stock-based compensation ( 0.9 ) 3.8 5.0

Deferred gain for tax ( 6.8 ) ( 1.0 ) ( 3.0 )

Investments in joint ventures 5.5 9.9 5.0

Executive compensation 11.2 9.4 6.3

Lease expense 8.4 4.3 5.7

Provision for doubtful accounts 1.5 3.3 ( 7.5 )

Interest — ( 11.2 ) 13.8

Impairment charges (a)

Other 13.6 1.5 4.3

REIT taxable income (estimated)

$ 163.9 $ 213.4 $ 76.4

(a) In 2020, the tax dividend from foreign subsidiary primarily consists of a deemed repatriation of foreign earnings resulting from a restructuring of our foreign holding companies.

(a) Impairment charges related to our U.S.

transit business (see Note 4.

Long-Lived Assets) .

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

22 unchanged sentences

Effect of foreign operations ( 1.0 ) ( 0.5 ) ( 0.9 )

Impairment charges (a)

( 110.6 ) — —

Other, net ( 4.8 ) ( 9.2 ) ( 0.5 )

Benefit (provision) for income taxes $ ( 4.0 ) $ ( 9.4 ) $ 3.4

(a) Primarily a permanent book/tax difference for impairment charges related to our U.S.

transit business ( see Note 4.

Long-Lived Assets) .

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

22 unchanged sentences

federal deferred income tax liability for undistributed earnings is not practicable.

The reserve for uncertain tax positions of $ 0.4 million as of December 31, 2022, includes $ 0.2 million which would affect our effective income tax rate if and when recognized in future years.

The reserve for uncertain tax positions of $ 0.3 million as of December 31, 2023, includes $ 0.2 million which would affect our effective income tax rate if recognized in future years.

We recognize interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense.

These charges were not material for any of the periods presented.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We are subject to taxation in the U.S.

2 unchanged sentences

We are currently under examination by New York State for the 2019 through 2021 tax years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Earnings Per Share (“EPS”)

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(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2023, 10.6 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2022 and 25.0 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2021 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.

(See Note 10.

Equity to the Consolidated Financial Statements.)

(c) The potential impact of 0.1 million shares of Class A equity interests of Outfront Canada in 2022 and 0.5 million shares of Class A equity interests of Outfront Canada in 2021 was antidilutive.

Commitments and Contingencies

8 unchanged sentences

2029 and thereafter 367.9

Total minimum payments $ 1,465.7

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

• Deployments .

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

We are also obligated to deploy

Total minimum payments (a)

(a) Excludes guaranteed minimum annual payments of $ 11.9 million in connection with the Transaction.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

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”):

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”).

• Deployments .

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”).

• 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.

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.

5 unchanged sentences

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 2022, we had no recoupment from incremental revenues and as of December 31, 2022, $ 49.1 million has been funded by the MTA.

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 2023, we had no recoupment from incremental revenues.

As of December 31, 2023, 19,697 digital displays had been installed, composed of 5,121 digital advertising screens on subway and train platforms and entrances, 9,674 smaller-format digital advertising screens on rolling stock and 4,902 MTA communications displays.

2 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

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

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

Year Ended December 31, 2023:

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The following tables set forth our financial performance by segment.

In the third quarter of 2020, we completed the Sports Disposition (see Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements).

Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in Other .

Year Ended December 31,

3 unchanged sentences

Total revenues $ 1,820.6 $ 1,772.1 $ 1,463.9

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

We present Operating income (loss) 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.

8 unchanged sentences

Other (income) loss, net ( 0.3 ) 0.2 —

Operating income 287.7 168.3 72.5

Restructuring charges — — 5.8

Operating income (loss) ( 258.4 ) 287.7 168.3

Net (gain) loss on dispositions ( 14.2 ) 0.2 ( 4.5 )

Impairment charge — 2.5 —

Impairment charges 534.7 — 2.5

Depreciation and amortization 160.5 150.7 145.4

14 unchanged sentences

Corporate ( 79.9 ) ( 83.2 ) ( 81.6 )

Total operating income $ 287.7 $ 168.3 $ 72.5

Total operating income (loss) $ ( 258.4 ) $ 287.7 $ 168.3

Net (gain) loss on dispositions:

2 unchanged sentences

Total (gain) loss on dispositions $ ( 14.2 ) $ 0.2 $ ( 4.5 )

Impairment charge (a) :

Impairment charges (a)(b) :

Media $ 534.7 $ — $ 2.5

Total impairment charge $ — $ 2.5 $ —

Total impairment charges $ 534.7 $ — $ 2.5

Depreciation and amortization:

6 unchanged sentences

Total capital expenditures $ 86.8 $ 89.8 $ 73.8

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

(a) In 2023, Impairment charges related 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.

(b) In 2021, Impairment charges related to an other-than-temporary decline in fair value of a cost-method investment.

As of December 31,

1 unchanged sentence

Media $ 5,297.2 $ 5,732.1 $ 5,280.7

Other 240.4 248.1 249.5

259.7 240.4 248.1

Corporate 26.0 17.5 395.9

Total assets $ 5,582.9 $ 5,990.0 $ 5,924.7

(a) In 2023, includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Year Ended December 31,

11 unchanged sentences

United States $ 4,962.6 $ 5,391.0 4,937.0

Canada 195.8 192.1 196.1

214.3 195.8 192.1

Total long-lived assets $ 5,176.9 $ 5,586.8 $ 5,129.1

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

(b) In 2023, includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data