What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-03 compared with 2023-11-03 · 202 added, 355 removed, 434 unchanged (56% of the section changed)

24 unchanged sentences

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

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”).

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.

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”).

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, heightened levels of inflation, pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns like the current entertainment and auto workers strikes, and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), as described in this MD&A.

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, heightened levels of inflation, pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), as described in this MD&A.

These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on one or more of our operating segments, especially our U.S.

1 unchanged sentence

We rely on third parties to manufacture and transport our digital displays.

As a result of the current market-wide supply shortages and logistics disruptions, we have experienced delays and price increases with respect to certain of our digital displays, which we expect to continue throughout 2023, and could have an adverse effect on our business, financial condition and results of operations.

As a result of the current market-wide supply shortages and logistics disruptions, we have experienced delays and price increases with respect to certain of our digital displays, which may continue throughout 2024, and could have an adverse effect on our business, financial condition and results of operations.

Due to the current heightened levels of inflation and commodity prices in the U.S.

and abroad, which has resulted in rising interest rates, we have experienced increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense, which we expect to continue throughout 2023, and could have an adverse effect on our business, financial condition and results of operations.

and abroad, which has resulted in rising interest rates, we have experienced increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense, which could have an adverse effect on our business, financial condition and results of operations.

Our billboard property lease expenses and transit franchise expenses have been less impacted by the current heightened levels of inflation due to the long-term nature of most of our operating leases and transit franchise agreements.

However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the near-term if the current heightened levels of inflation continue.

However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the near-term.

Though the Company cannot reasonably estimate the full impact of the current heightened levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.

7 unchanged sentences

In addition, digital displays enable us to run multiple advertisements on each display.

Digital billboard displays generate approximately four times more revenue per display on average than traditional static billboard displays.

Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than traditional static billboard displays.

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

Digital billboard displays generate approximately four to five times more revenue per display on average than comparable traditional static billboard displays.

Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than comparable traditional static billboard displays.

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

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments.

In the future, we expect revenues generated on digital transit displays will be higher than revenues generated on comparable static transit displays.

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

However, we expect our annual deployment cost spending with respect to our transit franchise agreement with the New York Metropolitan Transportation Authority (the “MTA”) will decline after we complete our initial deployment phase in 2024.

We believe revenues generated on our network of digital transit displays will be higher than revenues generated on a comparable portfolio of our static transit displays.

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

However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline after our expected substantial completion of our initial deployment in 2024.

We built or converted 32 new digital billboard displays in the U.S.

and 33 in Canada during the nine months ended September 30, 2023.

Additionally, in the nine months ended September 30, 2023, we entered into marketing arrangements to sell advertising on 32 third-party digital billboard displays in the U.S.

and 2 in Canada.

In the nine months ended September 30, 2023, we built, converted or replaced 4,706 digital transit and other displays in the U.S.

and 23 in Canada.

and seven in Canada during the three months ended March 31, 2024.

Additionally, in the three months ended March 31, 2024, we entered into marketing arrangements to sell advertising on four third-party digital billboard displays in the U.S.

In the three months ended March 31, 2024, we built, converted or replaced 2,523 digital transit and other displays in the U.S.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Nine Months Ended

September 30, 2023 (a)

for the Three Months Ended

March 31, 2024 (a)

Number of Digital Displays as of

September 30, 2023 (a)

March 31, 2024 (a)

Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays

8 unchanged sentences

We have a diversified base of customers across various industries.

During the three months ended September 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 19%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

During the three months ended September 30, 2022, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 19%, 10% and 9% of our total U.S.

Media segment revenues, respectively.

During the nine months ended September 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 10% and 9% of our total U.S.

During the three months ended March 31, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 11% and 10% of our total U.S.

Media segment revenues, respectively.

During the nine months ended September 30, 2022, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 10% and 9% of our total U.S.

During the three months ended March 31, 2023, our largest categories of advertisers were entertainment, health/medical and retail, each of which represented approximately 20%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

1 unchanged sentence

We generated approximately 38% of our U.S.

Media segment revenues from national advertising campaigns in the three months ended September 30, 2023, compared to approximately 45% in the same prior-year period.

We generated approximately 42% of our U.S.

Media segment revenues from national advertising campaigns in the nine months ended September 30, 2023, compared to approximately 43% in the same prior-year period.

Media segment revenues from national advertising campaigns in the three months ended March 31, 2024, compared to approximately 41% in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.

4 unchanged sentences

We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Revenues $ 408.5 $ 395.8 3 %

1 unchanged sentence

408.5 395.9 3

Operating income (loss) 58.6 74.3 (21) (369.4) 182.7 *

Operating income 14.0 10.2 37

Adjusted OIBDA (b)

116.9 123.2 (5) 299.3 318.7 (6)

Adjusted OIBDA (b) margin

26 % 27 % 23 % 25 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

(27.2) (28.9) (6)

Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc.

73.4 88.0 (17) 30.7 222.2 (86)

Adjusted FFO (“AFFO”) (b) attributable to OUTFRONT Media Inc.

75.7 86.5 (12) 162.5 215.2 (24)

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with a significant acquisition and the impact of foreign currency exchange rates (“non-organic revenues”).

(a) Organic revenues exclude revenues associated with the impact of foreign currency exchange rates (“non-organic revenues”).

We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items.

2 unchanged sentences

Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation , Amortization , Net gain (loss) on dispositions , Stock-based compensation and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc.

(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income to Operating income before Depreciation , Amortization , Net loss on dispositions , Stock-based compensation and Impairment charges (“Adjusted OIBDA”) Net loss attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

7 unchanged sentences

Revenues to the Consolidated Financial Statements.)

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Billboard $ 328.8 $ 320.6 3 %

Transit and other

91.2 98.7 (8) 263.6 270.2 (2)

Total revenues $ 408.5 $ 395.8 3

2 unchanged sentences

Transit and other

91.2 98.6 (8) 263.6 269.7 (2)

Total organic revenues (a)

1 unchanged sentence

Non-organic revenues:

— 0.5 * 10.9 9.5 15

Transit and other

— 0.1 * — 0.5 *

Total non-organic revenues

— 0.6 * 10.9 10.0 9

Total revenues $ 408.5 $ 395.8 3

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with a significant acquisition and the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues increased by $1.1 million and organic revenues increased $1.7 million in the three months ended September 30, 2023, compared to the same prior-year period.

Total revenues increased by $42.0 million, or 3%, and organic revenues increased $41.1 million, or 3%, in the nine months ended September 30, 2023, compared to the same prior-year period.

In the nine months ended September 30, 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

In the three and nine months ended September 30, 2022, non-organic revenues reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $8.6 million, or 2%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and the impact of new and lost billboards in the period, including acquisitions.

Total billboard revenues increased $48.6 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations.

Organic billboard revenues increased $9.1 million, or 3%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and the impact of new and lost billboards in the period, including acquisitions.

Organic billboard revenues increased $47.2 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations.

Total transit and other revenues decreased $7.5 million, or 8%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Total transit and other revenues decreased $6.6 million, or 2%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Organic transit and other revenues decreased $7.4 million, or 8%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Organic transit and other revenues decreased $6.1 million, or 2%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by a decrease in

average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Transit ridership remains materially below pre-COVID-19 pandemic levels in our largest transit markets and while we expect ridership to gradually grow over time, we do not expect ridership to reach pre-COVID-19 pandemic levels during the remaining terms of our current transit agreements.

While ridership has increased during 2023 as compared to 2022, the increase in ridership has not led to an increase in overall demand for transit displays.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

(a) Organic revenues exclude revenues associated with the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues increased by $12.7 million, or 3%, and organic revenues increased $12.6 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period.

In the three months ended March 31, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $8.2 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Organic billboard revenues increased $8.1 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Total transit and other revenues increased $4.5 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues increased $4.5 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Operating $ 238.7 $ 235.5 1 %

7 unchanged sentences

Operating Expenses

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Operating expenses:

3 unchanged sentences

Total operating expenses $ 238.7 $ 235.5 1

Billboard property lease expenses represented 34% of billboard revenues in the three months ended September 30, 2023, 32% in the three months ended September 30, 2022, 35% of billboard revenues in the nine months ended September 30, 2023, and 33% in the nine months ended September 30, 2022.

The increase in billboard property lease expenses as a percentage of billboard revenues in the three months ended September 30, 2023, is primarily due to an increase in variable billboard property lease expenses (see Note 5.

Leases to the Consolidated Financial Statements), which are primarily attributable to billboard revenue increases in large markets and high profile locations, and the impact of new locations, including through acquisitions.

The increase in billboard property lease expenses as a percentage of billboard revenues in the nine months ended September 30, 2023, is primarily due to an increase in variable billboard property lease expenses (see Note 5.

Leases to the Consolidated Financial Statements), which are primarily attributable to billboard revenue increases in large markets and high profile locations, an out-of-period adjustment of $5.2 million recorded in the nine months ended September 30, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), and the impact of new locations, including through acquisitions.

Transit franchise expenses represented 73% of transit display revenues in the three months ended September 30, 2023, 67% in the three months ended September 30, 2022, 76% of transit display revenues in the nine months ended September 30, 2023, and 71% in the nine months ended September 30, 2022.

The increases in transit franchise expense, as a percentage of transit display revenues in each of the three and nine months ended September 30, 2023, are primarily driven by higher guaranteed minimum annual payments to the MTA in each of the three and nine months ended September 30, 2023.

We expect transit franchise expenses, as a percentage of transit display revenues, to decline in the remainder of 2023, but remain above pre-COVID-19 pandemic levels and above 2022 levels, as a result of our expectation that revenues generated under the MTA Agreement in the remainder of 2023 will not grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses increased $9.5 million, or 5%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to higher variable billboard property lease expenses, the impact of new locations, including through acquisitions, and higher guaranteed minimum annual payments to the MTA, partially offset by a decline in non-MTA transit franchise costs.

Billboard property lease and transit franchise expenses increased $46.7 million, or 9%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to higher variable billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in the nine months ended September 30, 2023, (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), the impact of new locations, including through acquisitions, and higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses as a percentage of Revenues were 12% in the three months ended September 30, 2023, 13% in the three months ended September 30, 2022, and 13% in each of the nine months ended September 30, 2023 and 2022.

Posting, maintenance and other expenses decreased $2.3 million, or 4%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to lower taxes and lower posting and rotation costs, partially offset by higher maintenance and utilities cost, driven by inflationary cost increases in 2023.

Posting, maintenance and other expenses increased $2.6 million, or 2%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to higher maintenance and utilities cost, driven by inflationary cost increases in 2023, higher compensation-related expenses and increased activity resulting in higher materials cost, partially offset by lower posting and rotation costs.

Billboard property lease expenses represented 37% of billboard revenues in the three months ended March 31, 2024, and 38% in the three months ended March 31, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the three months ended March 31, 2024, is primarily due to higher billboard revenues and the impact of new locations, including through acquisitions, and lower variable billboard property lease expenses (see Note 5.

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

Description of Business and Basis of Presentation to the Consolidated Financial Statements).

Transit franchise expenses represented 83% of transit display revenues in the three months ended March 31, 2024, and 89% in the three months ended March 31, 2023.

The decrease in transit franchise expenses, as a percentage of transit display revenues in the three months ended March 31, 2024, compared to the same prior year period, are primarily driven by the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA.

We expect transit franchise expenses, as a percentage of transit display revenues, to continue to decline in 2024 compared to 2023

as a result of our expectation that revenues generated under the MTA Agreement (as defined below) in 2024 will grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses decreased $0.1 million in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to the net impact of new and lost transit franchise contracts and lower variable billboard property lease expenses, which includes an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Posting, maintenance and other expenses as a percentage of revenues were 14% in each of the three months ended March 31, 2024 and 2023.

Posting, maintenance and other expenses increased $3.3 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by lower materials costs driven by lower third-party equipment sales.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses represented 23% of Revenues in each of the three months ended September 30, 2023 and 2022, and 24% of Revenues in each of the nine months ended September 30, 2023 and 2022.

SG&A expenses decreased $1.2 million, or 1%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to lower compensation-related expenses, partially offset by a higher provision for doubtful accounts, higher professional fees, rent related to new offices and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

SG&A expenses increased $10.0 million, or 3%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, higher professional fees, rent related to new offices and a higher provision for doubtful accounts, partially offset by lower compensation-related expenses.

We continue to evaluate methods to lower SG&A expense growth and believe that these expenses will represent a lower percentage of revenues in 2024.

SG&A expenses represented 27% of Revenues in each of the three months ended March 31, 2024 and 2023.

SG&A expenses increased $2.6 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to higher professional fees, as a result of a management consulting project, higher compensation-related expenses, including salaries and net of higher commissions, and higher rent related to new offices, partially offset by lower travel and entertainment expenses.

We continue to evaluate methods to lower SG&A expense growth.

Net Loss on Dispositions

Net loss on dispositions decreased $0.2 million in the three months ended September 30, 2023, compared to the same prior-year period.

Net loss on dispositions increased $0.1 million, or 100.0%, in the nine months ended September 30, 2023, compared to the same prior-year period.

Net loss on dispositions decreased $0.2 million, or 67%, in the three months ended March 31, 2024, compared to the same prior-year period.

Impairment Charges

In the nine months ended September 30, 2023, we recorded impairment charges of $523.5 million.

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, representing the entire goodwill balance associated with the reporting unit.

(See the “Critical Accounting Policies” section of this MD&A.)

During the second quarter of 2023, we also 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.

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

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

Long-Lived Assets to the Consolidated Financial Statements.)

In addition, in the second quarter of 2023, we recorded an impairment charge of $0.3 million related to an other-than-temporary decline in fair value of a cost-method investment.

Depreciation decreased $0.6 million, or 3%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in fully-depreciated assets, partially offset by capital expenditures and acquisitions.

Depreciation increased $0.5 million, or 1%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets.

Amortization decreased $0.5 million, or 2%, in the three months ended September 30, 2023, due primarily to lower amortization of franchise rights.

Amortization increased $10.7 million, or 20%, in the nine months ended September 30, 2023, compared to the same prior-year periods, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, we recorded an additional impairment charge of $9.1 million in the three months ended March 31, 2024, representing additional MTA equipment deployment cost spending during the quarter.

Intangible Assets to the Consolidated Financial Statements.)

Depreciation decreased $1.6 million, or 8%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to property and equipment reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .).

Amortization decreased $4.2 million, or 19%, in the three months ended March 31, 2024, compared to the same prior-year periods, due primarily to intangible assets reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 11.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .).

Interest Expense, Net

Interest expense, net, was $40.2 million (including $1.6 million of deferred financing costs) in the three months ended September 30, 2023, and $33.6 million (including $1.6 million of deferred financing costs) in the same prior-year period.

Interest expense, net, was $117.6 million (including $5.0 million of deferred financing costs) in the nine months ended September 30, 2023, and $95.9 million (including $4.9 million of deferred financing costs) in the same prior-year period.

The increases were primarily due to higher interest rates and a higher average debt balance.

Interest expense, net, was $41.4 million (including $1.6 million of deferred financing costs) in the three months ended March 31, 2024, and $37.7 million (including $1.6 million of deferred financing costs) in the same prior-year period.

The increase was primarily due to higher interest rates and a higher average debt balance.

Benefit (Provision) for Income Taxes

Provision for income taxes was $1.4 million in the three months ended September 30, 2023, compared to a Benefit for income taxes of $0.3 million in the same prior-year period, due primarily to a valuation allowance against our U.S.

taxable REIT subsidiary (“TRS”) deferred tax assets in 2023.

Provision for income taxes was $2.2 million in the nine months ended September 30, 2023, compared to a Benefit for income taxes of $1.2 million in the same prior-year period, due primarily to a valuation allowance against our U.S.

TRS deferred tax assets in 2023.

Net Income (Loss)

Net income before allocation to non-controlling interests decreased $24.4 million, or 59%, in the three months ended September 30, 2023, compared to the same prior-year period, driven by lower operating income, due primarily to impairment charges, and higher interest expense.

Net loss before allocation to non-controlling interests was $490.4 million in the nine months ended September 30, 2023, compared to Net income before allocation to non-controlling interests of $89.6 million the same prior-year period, driven by lower operating income, due primarily to impairment charges, and higher interest expense.

Benefit for income taxes was $0.5 million in the three months ended March 31, 2024, compared to a Provision for income taxes of $0.4 million in the same prior-year period, due primarily to changes in taxable income for our U.S.

taxable REIT subsidiaries (“TRSs”) and our Canadian subsidiaries.

Net loss before allocation to non-controlling interests decreased $1.6 million, or 6%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by higher operating income and a benefit for income taxes in the three months ended March 31, 2024, compared to a provision for income taxes in the same prior year period, partially offset by higher interest expense.

Reconciliation of Non-GAAP Financial Measures

7 unchanged sentences

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively.

We calculate FFO in accordance with the definition established by the

National Association of Real Estate Investment Trusts (“NAREIT”).

We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”).

FFO reflects net income (loss) attributable to OUTFRONT Media Inc.

10 unchanged sentences

In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net income (loss) attributable to OUTFRONT Media Inc.

The following table reconciles Operating income to Adjusted OIBDA, and Net loss attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except percentages) 2024 2023

Total revenues $ 408.5 $ 395.8

Operating income (loss) $ 58.6 $ 74.3 $ (369.4) $ 182.7

Operating income $ 14.0 $ 10.2

Net loss on dispositions 0.1 0.3

5 unchanged sentences

Adjusted OIBDA margin 16 % 15 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

$ (27.2) $ (28.9)

4 unchanged sentences

Impairment charges (a)

8.8 — 379.9 —

Adjustment related to non-controlling interests (0.1) (0.1)

FFO attributable to OUTFRONT Media Inc.

73.4 88.0 30.7 222.2

Non-cash portion of income taxes (0.6) (3.2)

3 unchanged sentences

Other amortization 1.5 3.5

Impairment charges on non-real estate assets (a)(b)

3.3 — 143.6 —

Impairment charges on non-real estate assets (a)

Stock-based compensation 7.2 7.8

2 unchanged sentences

Amortization of deferred financing costs

1.6 1.6 5.0 4.9

AFFO attributable to OUTFRONT Media Inc.

$ 75.7 $ 86.5 $ 162.5 $ 215.2

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

(a) Impairment charges related to the long-term outlook of our U.S.

Transit and Other reporting unit (see Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

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

FFO attributable to OUTFRONT Media Inc.

decreased $14.6 million, or 17%, in the three months ended September 30, 2023, compared to the same prior-year period, due primarily to higher interest expense, lower Adjusted OIBDA and impairment charges on non-real estate assets.

Intangible Assets to the Consolidated Financial Statements).

FFO attributable to OUTFRONT Media Inc.

decreased $191.5 million, or 86%, in the nine months ended September 30, 2023, compared to the same prior-year period, due primarily to impairment charges on non-real estate assets, higher interest expense and lower Adjusted OIBDA.

AFFO attributable to OUTFRONT Media Inc.

decreased $10.8 million, or 12%, in the three months ended September 30, 2023, compared to the same prior-year period, due primarily to higher interest expense and lower Adjusted OIBDA.

increased $5.2 million, or 30%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, partially offset by impairment charges on non-real estate assets and higher interest expense.

AFFO attributable to OUTFRONT Media Inc.

decreased $52.7 million, or 24%, in the nine months ended September 30, 2023, compared to the same prior-year period, due primarily to higher interest expense, lower Adjusted OIBDA and higher maintenance capital expenditures.

increased $14.4 million, or 164%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

Segment Results of Operations

8 unchanged sentences

Media and Other .

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three and nine months ended September 30, 2023 and 2022.

Three Months Ended Nine Months Ended

September 30, September 30,

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three months ended March 31, 2024 and 2023.

Three Months Ended

(in millions) 2024 2023

2 unchanged sentences

Total revenues $ 408.5 $ 395.8

Operating income (loss) $ 58.6 $ 74.3 $ (369.4) $ 182.7

Operating income $ 14.0 $ 10.2

Net loss on dispositions 0.1 0.3

3 unchanged sentences

Stock-based compensation (a)

7.2 8.6 22.9 25.0

Total Adjusted OIBDA $ 66.5 $ 60.2

8 unchanged sentences

Corporate (23.4) (20.8)

Total operating income (loss) $ 58.6 $ 74.3 $ (369.4) $ 182.7

Total operating income $ 14.0 $ 10.2

(a) Stock-based compensation is classified as Corporate expense.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

Three Months Ended

(in millions, except percentages) 2024 2023 Change

Billboard $ 313.9 $ 306.1 3 %

1 unchanged sentence

Total revenues $ 389.6 $ 376.4 4

Organic revenues (a) :

Organic revenues:

Billboard $ 313.9 $ 306.1 3

Transit and other 75.7 70.3 8

Total organic revenues (a)

428.7 428.0 — 1,237.2 1,197.9 3

Total organic revenues 389.6 376.4 4

Non-organic revenues:

7 unchanged sentences

Adjusted OIBDA margin 21 % 19 %

Operating income (loss) $ 72.7 $ 91.3 * $ (314.9) $ 235.9 *

Operating income $ 36.5 $ 33.3 10

Net loss on dispositions 0.1 0.3 (67)

4 unchanged sentences

Media segment revenues

20 % 19 % 19 % 19 %

Los Angeles metropolitan area revenues as a percentage of U.S.

Media segment revenues

14 % 15 % 15 % 16 %

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with a significant acquisition (“non-organic revenues”).

Media segment revenues increased $0.7 million in the three months ended September 30, 2023, compared to the same prior-year period, due primarily to higher billboard revenues.

Media segment revenues increased $43.4 million, or 4%, in the nine months ended September 30, 2023, compared to the same prior-year period, due primarily to higher billboard revenues.

We generated approximately 42% in the three months ended September 30, 2023, 45% in the three months ended September 30, 2022, 42% in the nine months ended September 30, 2023, and 43% in the nine months ended September 30, 2022, of our U.S.

Media segment revenues increased $13.2 million, or 4%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher billboard revenues.

We generated approximately 38% in the three months ended March 31, 2024, and 41% in the three months ended March 31, 2023, of our U.S.

Media segment revenues from national advertising campaigns.

In the nine months ended September 30, 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

Billboard revenues in the U.S.

Media segment increased $8.7 million, or 3%, in the three months ended September 30, 2023, compared to the same prior-year period, reflecting an increase in average revenue per display (yield) and the impact of new and lost billboards in the period, including acquisitions.

Billboard revenues in the U.S.

Media segment increased $51.5 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations.

Organic billboard revenues in the U.S.

Media segment increased $8.7 million, or 3%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and the impact of new and lost billboards in the period, including acquisitions.

Media segment increased $7.8 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Organic billboard revenues in the U.S.

Media segment increased $47.4 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations.

Transit and other revenues in the U.S.

Media segment decreased $8.0 million in the three months ended September 30, 2023 compared to the same prior-year period, primarily driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Media segment increased $7.8 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Transit and other revenues in the U.S.

Media segment decreased $8.1 million in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Organic transit and other revenues in the U.S.

Media segment decreased $8.0 million in the three months ended September 30, 2023, compared to the same prior-year period, primarily due to a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Media segment increased $5.4 million, or 8%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues in the U.S.

While ridership has increased during 2023 as compared to 2022, the increase in ridership has not led to an increase in overall demand for transit displays.

Operating expenses in the U.S.

Media segment increased $7.1 million, or 3%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily driven by higher variable billboard property lease expenses, the impact of new locations, including through acquisitions, higher guaranteed minimum annual payments to the MTA and higher compensation-related expenses, partially offset by a decline in non-MTA transit franchise costs.

Operating expenses in the U.S.

Media segment increased $50.6 million, or 8%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by higher variable billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in the nine months ended September 30, 2023, (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), higher guaranteed minimum annual payments to the MTA, higher maintenance and utilities cost, driven by inflationary cost increases in 2023, higher compensation-related expenses, and increased activity resulting in higher materials cost, partially offset by lower posting and rotation costs.

SG&A expenses in the U.S.

Media segment increased $1.6 million, or 2%, in the three months ended September 30, 2023, compared to the same prior-year period, primarily driven by a higher provision for doubtful accounts and higher professional fees, partially offset by lower compensation-related expenses.

Media segment increased $3.6 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by higher billboard revenues, higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements) and the net impact of new and lost transit franchise contracts.

SG&A expenses in the U.S.

Media segment increased $9.9 million, or 4%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by higher compensation-related expenses, higher professional fees and a higher provision for doubtful accounts.

In the nine months ended September 30, 2023, we recorded impairment charges of $523.5 million in the U.S.

Media segment decreased $0.1 million in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a lower provision for doubtful accounts and lower professional fees, partially offset by higher compensation-related expenses, higher rent related to new offices and higher insurance costs.

In the three months ended March 31, 2024, we recorded impairment charges of $9.1 million in the U.S.

Media segment, primarily related to impairment charges related to our MTA asset group and our U.S.

Transit and Other reporting unit (see the “Critical Accounting Policies” section of this MD&A and Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Media segment Adjusted OIBDA decreased $8.0 million, or 6%, in the three months ended September 30, 2023, and decreased $17.1 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year periods.

Adjusted OIBDA margin was 28% in the three months ended September 30, 2023, 30% in the three months ended September 30, 2022, 26% in the nine months ended September 30, 2023, and 28% in the nine months ended September 30, 2022.

The decreases in Adjusted OIBDA margins was due primarily to a higher increase in operating expenses, due to an increase in billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in the nine months ended September 30, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of

Presentation to the Consolidated Financial Statements), increases in the MTA guaranteed minimum annual payments in 2023 and an increase in SG&A expenses, compared to a lower increase in revenues.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2023 2022 Change 2023 2022 Change

Transit and Other reporting unit (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

Media segment Adjusted OIBDA increased $9.7 million, or 13%, in the three months ended March 31, 2024, compared to the same prior-year period.

Adjusted OIBDA margin was 21% in the three months ended March 31, 2024, and 19% in the three months ended March 31, 2023.

The increase in Adjusted OIBDA margin was due primarily to a higher increase in Adjusted OIBDA, driven primarily by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1.

Description of Business and Basis of Presentation to the Consolidated Financial Statements), compared to a lower increase in revenues.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

$ 14.9 $ 14.5 3 %

Transit and other

6.5 6.0 8 17.8 16.3 9

Total revenues $ 18.9 $ 19.4 (3)

2 unchanged sentences

Transit and other

6.5 5.9 10 17.8 15.8 13

Total organic revenues (a)

1 unchanged sentence

Non-organic revenues:

— 0.5 * — 2.7 *

Transit and other

— 0.1 * — 0.5 *

Total non-organic revenues

— 0.6 * — 3.2 *

Total revenues 18.9 19.4 (3)

4 unchanged sentences

Adjusted OIBDA margin 5 % 6 %

Operating income $ 2.7 $ 2.4 13 $ 3.6 $ 4.8 (25)

Operating income (loss) $ 0.9 $ (2.3) (139)

Depreciation and amortization — 3.4 *

2 unchanged sentences

(a) Organic revenues exclude the impact of foreign currency exchange rates (“non-organic revenues”).

Total Other revenues increased $0.4 million, or 2%, in the three months ended September 30, 2023, compared to the same prior-year period, driven by the impact of new billboards in the period and an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services, partially offset by the impact of foreign currency exchange rates.

Total Other revenues decreased $1.4 million, or 2%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by the impact of foreign currency exchange rates, partially offset by the impact of new billboards in the period, including acquisitions, and an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services.

In the three and nine months ended September 30, 2022, non-organic revenues reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $1.0 million, or 4%, in the three months ended September 30, 2023, compared to the same prior-year period, driven by the impact of acquisitions and an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services during the quarter.

Organic Other revenues increased $1.8 million, or 3%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily driven by the impact of new billboards in the period, including acquisitions, and an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services during the quarter.

Other operating expenses increased $0.1 million, or 1%, in the three months ended September 30, 2023, compared to the same prior-year period, driven by higher expenses in Canada, partially offset by the impact of foreign currency exchange rates.

Other operating expenses decreased $1.3 million, or 3%, in the nine months ended September 30, 2023, compared to the same prior-

year period, primarily driven by the impact of foreign currency exchange rates.

Other SG&A expenses decreased $0.2 million, or 3%, in the three months ended September 30, 2023, and was flat in the nine months ended September 30, 2023, compared to the same prior-year periods, primarily driven by the impact of foreign currency exchange rates, partially offset by higher expenses in Canada.

Other Adjusted OIBDA increased $0.5 million, or 9%, in the three months ended September 30, 2023, compared to the prior-year period, due primarily to an increase in average revenue per display (yield), partially offset by the impact of foreign exchange rates.

Other Adjusted OIBDA decreased $0.1 million, or 1%, in the nine months ended September 30, 2023, compared to the same prior-year periods, due primarily to the impact of foreign currency exchange rates and higher expenses in Canada, partially offset by an increase in average revenue per display (yield).

Total Other revenues decreased $0.5 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

In the three months ended March 31, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Organic Other revenues decreased $0.6 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

Other operating expenses decreased $0.4 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by lower costs related to third-party digital equipment sales, partially offset by higher expenses in Canada.

Other SG&A expenses increased $0.1 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year periods, primarily driven by higher expenses in Canada.

Other Adjusted OIBDA decreased $0.2 million, or 18%, in the three months ended March 31, 2024, compared to the same prior-year periods, due primarily to a decline in third-party digital equipment sales.

Corporate expenses primarily include expenses associated with employees who provide centralized services.

Corporate expenses, excluding stock-based compensation, were $9.6 million in the three months ended September 30, 2023, compared to $10.8 million in the same prior-year period.

Corporate expenses decreased $1.2 million, or 11%, in the three months ended September 30, 2023, compared to the same prior-year period primarily due to lower compensation-related expenses, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, were $35.2 million in the nine months ended September 30, 2023, compared to $33.0 million in the same prior-year period.

Corporate expenses increased $2.2 million, or 7%, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, partially offset by lower compensation-related expenses.

Corporate expenses, excluding stock-based compensation, were $16.2 million in the three months ended March 31, 2024, compared to $13.0 million in the same prior-year period.

Corporate expenses increased $3.2 million, or 25%, primarily due to higher

professional fees as a result of a management consulting project and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2024 December 31, 2023 % Change

3 unchanged sentences

Other prepaid expenses 15.8 19.2 (18)

Assets held for sale 31.8 34.6 (8)

Other current assets 14.4 15.7 (8)

8 unchanged sentences

Short-term operating lease liabilities 185.6 180.9 3

Liabilities held for sale 21.4 24.1 (11)

Other current liabilities 17.6 18.0 (2)

1 unchanged sentence

Working capital $ (262.8) $ (195.4) 34

* Calculation is not meaningful.

We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs.

7 unchanged sentences

Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current heightened levels of inflation and related economic environment if cash on hand and operating cash flows decrease in 2023, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

and related economic environment if cash on hand and operating cash flows decrease in 2024, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

(See the “Overview” section of this MD&A.)

Working capital was a deficit of $276.0 million as of September 30, 2023, compared to a deficit of $161.2 million as of December 31, 2022, primarily driven by increased borrowings under the AR Facility, lower receivable balances, and increased short-term operating lease liabilities.

Working capital was a deficit of $262.8 million as of March 31, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by increased borrowings under the AR Facility and lower receivables, partially offset by lower accrued lease and franchise costs, as well as by lower bonus accruals.

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”):

6 unchanged sentences

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, including impairment charges (see Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Intangible Assets to the Consolidated Financial Statements).

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.

1 unchanged sentence

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

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

We did not recoup any equipment deployment costs in the three months ended March 31, 2024.

In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

For the full year of 2023, we expect our MTA equipment deployment costs to be approximately $45.0 million.

We expect our MTA equipment deployment costs to be approximately $50.0 million to $60.0 million in 2024.

We expect our MTA equipment deployment costs to be approximately $50.0 million in 2024.

After 2024, we expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

Accordingly, we expect annual MTA equipment deployment costs after 2024 to be significantly below 2023 levels as we expect to substantially complete our initial deployment during 2024.

Accordingly, we expect annual MTA equipment deployment costs after 2024 to be significantly below prior year levels as we expect to substantially complete our initial deployment during 2024.

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

5 unchanged sentences

However, given the current heightened levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of September 30, 2023, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As indicated in the table below, we incurred $32.7 million related to MTA equipment deployment costs in the nine months ended September 30, 2023 (which includes equipment deployment costs related to future deployments), for a total of $568.6 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of September 30, 2023, 18,786 digital displays had been installed, composed of 5,117 digital advertising screens on subway and train platforms and entrances, 8,760 smaller-format digital advertising screens on rolling stock and 4,909 MTA communications displays.

In the three months ended September 30, 2023, 2,028 installations occurred, for a total of 4,633 installations occurring in the nine months ended September 30, 2023.

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.

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

As of March 31, 2024, we have issued surety bonds in favor of the

MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We expect transit franchise expenses, as a percentage of transit display revenues, to decline in the remainder of 2024 compared to 2023, but remain above pre-COVID-19 pandemic levels, as a result of our expectation that revenues generated under the MTA Agreement in 2024 will grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA.

As indicated in the table below, we incurred $9.1 million related to MTA equipment deployment costs in the three months ended March 31, 2024 (which includes equipment deployment costs related to future deployments), for a total of $588.7 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of March 31, 2024, 22,195 digital displays had been installed, composed of 5,118 digital advertising screens on subway and train platforms and entrances, 11,854 smaller-format digital advertising screens on rolling stock and 5,223 MTA communications displays.

In the three months ended March 31, 2024, 2,498 installations occurred.

MTA performance during the first quarter of 2024 was in line with the expectations and assumptions included in our year-end 2023 model.

We continue to expect to be cash flow neutral at some point during 2024.

As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, as of March 31, 2024, we recorded an additional impairment charge of $9.1 million in the first quarter of 2024, representing additional MTA equipment deployment cost spending during the quarter.

(See the “Critical Accounting Policies” section of this MD&A and Note 4.

Long-Lived Assets to the Consolidated Financial Statements.)

Intangible Assets to the Consolidated Financial Statements.)

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

Nine months ended September 30, 2023:

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

Three months ended March 31, 2024:

Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1

6 unchanged sentences

Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1

On November 2, 2023, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on December 29, 2023, to stockholders of record at the close of business on December 1, 2023.

On May 2, 2024, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on June 28, 2024, to stockholders of record at the close of business on June 7, 2024.

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2024 December 31,

4 unchanged sentences

Term loan, due 2026 599.0 598.9

Senior secured notes:

7.375% senior secured notes, due 2031

Senior unsecured notes:

2 unchanged sentences

4.625% senior unsecured notes, due 2030

4.625% senior unsecured notes, due 2030 500.0 500.0

Total senior unsecured notes 1,650.0 1,650.0

8 unchanged sentences

Total $ 3,470.3 $ 153.3 $ 901.1 $ 837.6 $ 1,578.3

The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of September 30, 2023.

As of September 30, 2023, a discount of $1.1 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1% per annum as of March 31, 2024.

As of March 31, 2024, a discount of $1.0 million on the Term Loan remains unamortized.

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

1 unchanged sentence

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

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 September 30, 2023, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in the three months ended September 30, 2023, $0.4 million in the three months ended September 30, 2022, $1.3 million in the nine months ended September 30, 2023, and $1.2 million in the nine months ended September 30, 2022.

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

As of March 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in the three months ended March 31, 2024, and $0.4 million in the three months ended March 31, 2023.

As of March 31, 2024, we had issued letters of credit totaling approximately $6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of September 30, 2023, we had issued letters of credit totaling approximately $75.7 million under our aggregate $81.0 million standalone letter of credit facilities.

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

As of March 31, 2024, we had issued letters of credit totaling approximately $67.3 million under our aggregate $81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2024 and 2023.

Accounts Receivable Securitization Facility

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

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s 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”).

As of March 31, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s U.S.

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”).

The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”).

The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company.

Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required

to repay the Purchasers and other creditors of the SPVs may be remitted to the Company.

Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company.

Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee.

2 unchanged sentences

Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of September 30, 2023, there were $150.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4%.

As of September 30, 2023, there is no borrowing capacity remaining under the AR Facility based on approximately $317.7 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for the three months ended September 30, 2023, $0.1 million for the nine months ended September 30, 2023, and immaterial for each of the three and nine months ended September 30, 2022.

As of November 2, 2023, there were $140.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.4%.

As of March 31, 2024, there were $120.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.3%.

As of March 31, 2024, borrowing capacity remaining under the AR Facility was $30.0 million based on approximately $294.1 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million for each of the three months ended March 31, 2024 and 2023.

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 unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

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

As of September 30, 2023, our Consolidated Total Leverage Ratio was 5.2 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2024, our Consolidated Total Leverage Ratio was 5.3 to 1.0 in accordance with the Credit Agreement.

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

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

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

As of March 31, 2024, our Consolidated Net Secured Leverage Ratio was 2.0 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2024, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, 2023, we had deferred $24.1 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.

As of March 31, 2024, we had deferred $25.9 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior 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 notes.

At-the-Market Equity Offering Program

1 unchanged sentence

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

No shares were sold under the ATM Program during the nine months ended September 30, 2023.

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

No shares were sold under the ATM Program during the three months ended March 31, 2024.

As of March 31, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance

1 unchanged sentence

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights.

Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles

Supplementary, effective as of April 20, 2020 (the “Articles”).

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

4 unchanged sentences

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.

The following table presents our cash flows in the nine months ended September 30, 2023 and 2022.

Nine Months Ended

September 30, %

The following table presents our cash flows in the three months ended March 31, 2024 and 2023.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

1 unchanged sentence

Net cash flow used for investing activities (19.0) (27.7) (31) %

Net cash flow used for financing activities (51.9) (165.6) (69)

Effect of exchange rate changes on cash, cash equivalents 0.1 (1.2) *

Net increase (decrease) in cash and cash equivalents

Net cash flow provided by (used for) financing activities (4.9) 20.7 (124)

Effect of exchange rate changes on cash and cash equivalents (0.3) — *

Net increase in cash and cash equivalents

$ 6.4 $ 2.4 167

* Calculation is not meaningful.

Cash provided by operating activities decreased $25.6 million, or 15%, in the nine months ended September 30, 2023, compared to the same prior-year period, due primarily to lower net income in 2023 compared to 2022, due to increased operating and SG&A expenses, and higher interest expense, as well as the timing of payments, partially offset by a decrease in prepaid MTA equipment deployment costs.

In the nine months ended September 30, 2023, we paid net cash of $33.4 million related to MTA equipment deployment costs and installed 4,633 digital displays.

In the nine months ended September 30, 2022, we paid net cash of $57.5 million related to MTA equipment deployment costs and installed 2,565 digital displays.

Cash used for investing activities decreased $257.9 million, or 73%, in the nine months ended September 30, 2023, compared to the same prior-year period, due primarily to lower cash paid for acquisitions.

The following table presents our capital expenditures in the nine months ended September 30, 2023 and 2022.

Nine Months Ended

September 30, %

Cash provided by operating activities increased $21.2 million in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, and a decrease in prepaid MTA equipment deployment costs, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased operating and SG&A expenses, and higher interest expense.

In the three months ended March 31, 2024, we paid net cash of $8.8 million related to MTA

equipment deployment costs and installed 2,498 digital displays.

In the three months ended March 31, 2023, we paid net cash of $18.8 million related to MTA equipment deployment costs and installed 1,047 digital displays.

Cash used for investing activities decreased $8.7 million, or 31%, in the three months ended March 31, 2024, compared to the same prior-year period, due primarily to higher cash received from dispositions and lower cash paid for capital expenditures, partially offset by higher cash paid for acquisitions.

The following table presents our capital expenditures in the three months ended March 31, 2024 and 2023.

Three Months Ended

(in millions, except percentages) 2024 2023 Change

1 unchanged sentence

Total capital expenditures $ 18.4 $ 22.6 (19)

Capital expenditures decreased $3.0 million, or 5%, in the nine months ended September 30, 2023, compared to the same prior-year period, primarily due to the timing of payments related to growth in digital displays and maintenance spending for billboard display upgrades, partially offset by higher spending related to the renovation of certain office facilities.

For the full year of 2023, we expect our capital expenditures to be approximately $80.0 million to $85.0 million, which will be used primarily for growth in digital displays, the renovation of certain office facilities, software and technology, maintenance, and safety-related projects.

Capital expenditures decreased $4.2 million, or 19%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily due to lower spending on software and technology, and vehicles, and decreased growth in digital displays, partially offset by higher spending on safety-related projects and higher spending related to the renovation of certain office facilities.

For the full year of 2024, we expect our capital expenditures to be approximately $75.0 million, which will be used primarily for growth in digital displays, safety-related projects, software and technology, maintenance and the renovation of certain office facilities.

This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above).

Cash used for financing activities decreased $113.7 million, or 69%, in the nine months ended September 30, 2023, compared to the same prior-year period.

In the nine months ended September 30, 2023, we drew $120.0 million of borrowings on the AR Facility and paid total cash dividends of $155.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

In the nine months ended September 30, 2022, we paid total cash dividends of $154.3 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes was $5.9 million in the nine months ended September 30, 2023 and $3.1 million in the nine months ended September 30, 2022.

The increase was primarily due to the timing of Canadian estimated income tax payments.

Cash used for financing activities was $4.9 million for the three months ended March 31, 2024 compared to Cash provided by financing activities of $20.7 million in the same prior-year period.

In the three months ended March 31, 2024, we paid total cash dividends of $52.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees and drew net borrowings on the AR Facility of $55.0 million.

In the three months ended March 31, 2023, we drew $85.0 million of net borrowings on the AR Facility and paid total cash dividends of $52.0 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes was $0.1 million in the three months ended March 31, 2024 and $3.6 million in the three months ended March 31, 2023.

The decrease was due primarily to tax refunds received by our U.S.

TRSs and the timing of Canadian estimated payments.

Off-Balance Sheet Arrangements

4 unchanged sentences

The preparation of our financial statements in conformity with 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.

On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances, including the impact of events such as the COVID-19 pandemic and the current heightened levels of inflation.

On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances.

The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions.

MTA Agreement

Under the current MTA Agreement, which is subject to modification as agreed-upon by us and the MTA, we are obligated to 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.

In addition, we are entitled to generate revenue through the sale of advertising on transit advertising displays and incur transit franchise expenses, which are calculated based on contractually stipulated percentages of revenue generated under the contract, subject to a minimum guarantee.

Title of the various digital displays transfers to the MTA on installation, therefore the cost of deploying these screens throughout the transit system does not represent our property and equipment.

The portion of recoupable MTA equipment 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.

The short-term portion of Prepaid MTA equipment deployment costs represents the costs that we expect to recover from the MTA in the next twelve months.

The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by us under the contract are recorded as Intangible assets on the Consolidated Statement of Financial Position and charged to amortization expense on a straight-line basis over the contract period.

We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.

Additionally, we assess these factors by comparing revenue projections of the deployed digital displays to actual financial results.

If we do not generate sufficient advertising revenues from the MTA contract, there is a risk that the related Prepaid MTA equipment deployment costs and Intangible assets may not be recoverable.

Management assesses the prepaid MTA equipment deployment costs for recoverability on a quarterly basis.

This assessment requires evaluating qualitative and quantitative factors to determine if there is an indication that the carrying amount may not be recoverable.

Management applies significant judgment in assessing these factors, including evaluating macroeconomic conditions, product demand, industry trends, and

events specific to the Company, including monitoring the Company’s actual installation of digital displays against the initial deployment schedule.

Additionally, management assesses quantitative factors by comparing revenue projections of the deployed digital displays to actual financial results.

In 2022, we updated our projections and did not identify a triggering event for an impairment review of our Prepaid MTA equipment deployment costs .

The projections utilized for 2022 assumed the continued recovery of transit ridership and revenues towards pre-COVID-19 levels and expected growth in revenue generation from our significant digital deployment throughout the MTA transit system as required by the MTA Agreement.

By the end of the first half of 2023, it was determined that our MTA transit revenue recovery had stalled since our MTA transit revenue did not meet our revenue expectations, and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflects a continued decline in MTA transit revenues as compared to our 2023 forecast due to the underperformance across the MTA transit system.

Accordingly, in the second quarter of 2023, we updated our revenue projections to reflect no growth in 2023 followed by 5% to 10% growth throughout the remainder of the Amended Term of the MTA Agreement.

As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we currently do 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, we reclassified $385.0 million of Prepaid MTA equipment deployment costs to Intangible Assets.

We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were projecting negative aggregate cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.

Consequently, in the second quarter of 2023, we recorded an impairment charge of $443.1 million, representing all of our MTA long-lived asset group.

All future deployment costs spending will be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as we project to recoup spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout the remainder of the Amended Term of the MTA Agreement.

Even if we do not recoup our spending from transit franchise fees that would otherwise be payable to the MTA, our current projections are that the MTA Agreement will be cash flow neutral (i.e., Adjusted OIBDA related to the MTA Agreement will equal MTA equipment deployment costs) over the remaining Amended Term of the MTA Agreement beginning during 2024.

We will assess these equipment deployment costs for impairment each period.

Currently, future impairment charges (i) are expected to be required during the remainder of 2023 with respect to all or a portion of the up to approximately $10.0 million to $15.0 million of MTA equipment deployment costs we expect to spend in the remainder of 2023, (ii) may be required during 2024 with respect to all or a portion of the up to approximately $50.0 million to $60.0 million of MTA equipment deployment costs we expect to spend in 2024, and (iii) may be required beyond 2024 with respect to all or a portion of the additional MTA equipment deployment costs we will be required to incur under the MTA Agreement, in each case, to the extent we continue to project cash flow losses throughout the remainder of the Amended Term of the MTA Agreement based on the assumptions and estimates described in this section and/or other factors that may arise.

Our performance during the third quarter of 2023 is in line with our expectations as of the end of the second quarter of 2023.

We evaluated our long-term MTA revenue projections as of the end of the third quarter of 2023, and we continue to believe that MTA transit revenue for 2023 will be flat compared to the prior year period;

we are also not aware of any changes in facts or circumstances, which would result in a change to our long-term revenue projections.

As a result, we continue to project negative aggregate cash flows of $35.0 million until we will be cash flow neutral beginning during 2024.

Consequently, we recorded an additional impairment charge in the third quarter of 2023, of $12.1 million, representing the additional equipment deployment cost spending during the quarter.

We performed a sensitivity analysis on our MTA transit revenue assumptions at the time of the impairment during the second quarter of 2023, noting that a change in our annual revenue growth rate of 1% between 2024 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $70.0 million aggregate change in estimated cash flows.

The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance.

Actual results may differ from our assumptions.

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 our cash flows, which could result in additional impairment charges in the future.

We test 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.

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

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

value, we perform a quantitative assessment.

We may also choose to only perform a quantitative assessment.

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

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

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

Our discounted cash flow 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.

The estimated growth rates, operating margins and capital expenditures for the projection period are based on our 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 estimated fair value of the 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.

The projections utilized for 2022 assumed the continued recovery of transit ridership and revenues towards pre-COVID-19 levels and expected revenue generation from our significant digital deployment in the MTA and other transit systems.

By the end of the first half of 2023, it was determined that our transit revenue recovery had stalled since our U.S.

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

As a result, we determined that there was a triggering event requiring an interim goodwill impairment analysis of our U.S.

Transit and Other reporting unit.

Our current discounted cash flow model assumptions and estimates with respect to revenues in our U.S.

Transit and Other reporting unit is currently projected to slightly decline in 2023 before growing in the mid-single digits in 2024, high single digits in 2025-2026 and then trending back to a mid-single digit growth rate thereafter.

We believe this growth will be driven by expected revenue generation from increased demand for transit digital displays due to additional rolling stock digital deployment in the MTA transit system and additional digital deployment in other transit systems, product enhancements to our transit digital display and related assets, and a gradual increase in transit ridership over the remaining terms of our transit franchise agreements.

Additionally, we are currently no longer assuming that we will exercise the five-year extension to the Amended Term of the MTA Agreement due to our lowered revenue growth assumptions and currently contractually required increase to the minimum annual guarantee payments to the MTA during the extension period.

Other than with respect to the MTA Agreement, we are assuming that we will be able to renew our significant transit franchise agreements.

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

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

Billboard reporting unit was $2,006.4 million and the Canada reporting unit was $22.5 million.

The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance.

Actual results may differ from our assumptions.

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 reporting units, which could result in additional impairment charges in the future.

For further information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7.

For information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.

11 unchanged sentences

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Consummating the Transaction may be more difficult, costly, or time consuming for the Company and its management than expected and the anticipated benefits of the Transaction may not be fully realized;

• The Transaction parties being unable to satisfy closing conditions, including necessary regulatory approval for the Transaction (or obtaining regulatory approval for the Transaction subject to conditions that are not anticipated), which could delay or cause the parties to abandon or terminate the Transaction;

• Declines in advertising and general economic conditions, including the current heightened levels of inflation;

• Declines in advertising and general economic conditions;

• The severity and duration of pandemics, and the impact on our business, financial condition and results of operations;

1 unchanged sentence

• Government regulation;

• Our ability to implement our digital display platform and deploy digital advertising displays to our transit franchise partners;

• Our ability to operate our digital display platform;

• Losses and costs resulting from recalls and product liability, warranty and intellectual property claims;

6 unchanged sentences

• Dependence on our management team and other key employees;

• Diverse risks in our Canadian business;

• Diverse risks in our Canadian business, including risks related to the sale of our Canadian business;

• Experiencing a cybersecurity incident;

31 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis