What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-07 · 701 added, 163 removed, 573 unchanged (60% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) June 30,

(in millions) September 30,

2024 December 31,

33 unchanged sentences

Commitments and contingencies (Note 17)

Redeemable noncontrolling interests (Notes 9 and 19) 13.5 31.3

Preferred stock (2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding;

7 unchanged sentences

Total stockholders’ equity 618.2 577.3

Non-controlling interests 3.6 3.3

Total equity 788.3 730.1

Noncontrolling interests 1.6 1.7

Total liabilities and equity $ 5,203.6 $ 5,582.9

2 unchanged sentences

Consolidated Statements of Operations

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share amounts) 2024 2023 2024 2023

12 unchanged sentences

Loss on extinguishment of debt — — ( 1.2 ) —

Other income, net 1.1 0.2 1.1 0.2

Income (loss) before provision for income taxes and equity in earnings of investee companies 187.9 ( 477.7 ) 160.5 ( 505.2 )

Provision for income taxes ( 11.1 ) ( 0.4 ) ( 10.6 ) ( 0.8 )

Other income (loss), net ( 0.1 ) ( 0.1 ) 1.0 0.1

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 34.1 18.3 194.6 ( 481.7 )

Benefit (provision) for income taxes 0.2 ( 1.4 ) ( 10.4 ) ( 2.2 )

Equity in earnings of investee companies, net of tax 0.5 ( 0.2 ) 0.5 ( 1.3 )

Net income (loss) before allocation to non-controlling interests 177.0 ( 478.4 ) 149.9 ( 507.1 )

Net income attributable to non-controlling interests 0.2 0.5 0.3 0.7

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests 34.8 16.7 184.7 ( 485.2 )

Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests 0.2 ( 0.3 ) 0.5 0.4

Net income (loss) attributable to OUTFRONT Media Inc.

9 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

Net income (loss) before allocation to non-controlling interests $ 177.0 $ ( 478.4 ) $ 149.9 $ ( 507.1 )

Net income attributable to non-controlling interests 0.2 0.5 0.3 0.7

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests $ 34.8 $ 16.7 $ 184.7 $ ( 485.2 )

Net income (loss) attributable to redeemable and non-redeemable noncontrolling interests 0.2 ( 0.3 ) 0.5 0.4

Net income (loss) attributable to OUTFRONT Media Inc.

3 unchanged sentences

Write-off of currency translation losses related to a disposition — — 9.5 —

Total other comprehensive income, net of tax 8.6 2.5 5.5 2.8

Total other comprehensive income (loss), net of tax — ( 2.2 ) 5.5 0.6

Total comprehensive income (loss) $ 34.6 $ 14.8 $ 189.7 $ ( 485.0 )

1 unchanged sentence

OUTFRONT Media Inc.

Consolidated Statements of Equity

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity

Stockholders’ Equity

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

(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

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

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

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

Balance as of

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

June 30, 2023 $ 28.9 0.1 $ 119.8 165.0 $ 1.7 $ 2,393.7 $ ( 1,794.9 ) $ ( 6.3 ) $ 594.2 $ 1.7

Net income (loss) ( 0.2 ) — — — — — 17.0 — 17.0 ( 0.1 )

Other comprehensive income — — — — — — 2.5 2.5 — 2.5

Other comprehensive loss — — — — — — — ( 2.2 ) ( 2.2 ) —

Stock-based payments:

Vested — — 0.1 0.1 — — — 0.1 — 0.1

Amortization — — — — — 7.2 — — 7.2 —

4 unchanged sentences

— — — — — — ( 49.7 ) — ( 49.7 ) —

Adjustment to redeemable value of noncontrolling interests 0.2 — — — — ( 0.2 ) — 0 — ( 0.2 ) —

Other ( 0.7 ) — — — — — — — — 0.1

Balance as of September 30, 2023 $ 28.2 0.1 $ 119.8 165.0 $ 1.7 $ 2,400.6 $ ( 1,829.8 ) $ ( 8.5 ) $ 564.0 $ 1.7

OUTFRONT Media Inc.

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

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

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

Balance as of

June 30, 2024 $ 38.2 0.1 $ 119.8 166.0 $ 1.7 $ 2,403.1 $ ( 1,775.8 ) $ ( 0.3 ) $ 628.7 $ 1.6

Balance as of

March 31, 2024 0.1 $ 119.8 165.9 $ 1.7 $ 2,431.9 $ ( 1,900.5 ) $ ( 8.9 ) $ 524.2 $ 3.2 $ 647.2

Net income — — — — — 176.8 — 176.8 0.2 177.0

Other comprehensive income — — — — — — 8.6 8.6 — 8.6

Net income (loss) 0.3 — — — — — 34.6 — 34.6 ( 0.1 )

Stock-based payments:

Vested — — 0.1 — — — — — — —

Amortization — — — — — 7.0 — — 7.0 —

Shares paid for tax withholding for stock-based payments — — — — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Purchase of non-controlling interest ( 24.6 ) — — — — 0.3 — — 0.3 —

Series A Preferred Stock dividends ( 7 %)

2 unchanged sentences

— — — — — — ( 49.9 ) — ( 49.9 ) —

Adjustment to redeemable value of noncontrolling interests 0.3 — — — — ( 0.3 ) — — ( 0.3 ) —

Other ( 0.7 ) — — — — — — — — 0.1

Balance as of

June 30, 2024 0.1 $ 119.8 166.0 $ 1.7 $ 2,439.3 $ ( 1,775.8 ) $ ( 0.3 ) $ 664.9 $ 3.6 $ 788.3

Balance as of September 30, 2024 $ 13.5 0.1 $ 119.8 166.0 $ 1.7 $ 2,410.1 $ ( 1,793.3 ) $ ( 0.3 ) $ 618.2 $ 1.6

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)

Stockholders’ Equity

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

(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

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

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

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

Balance as of December 31, 2022 $ 27.2 0.1 $ 119.8 164.2 $ 1.6 $ 2,391.3 $ ( 1,188.6 ) $ ( 9.1 ) $ 1,195.2 $ 1.8

9 unchanged sentences

— — — — — — ( 149.0 ) — ( 149.0 ) —

Balance as of

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

Adjustment to redeemable value of noncontrolling interests 1.1 — — — — ( 1.1 ) — — ( 1.1 ) —

Other ( 0.6 ) — — — — — — — — —

Balance as of September 30, 2023 $ 28.2 0.1 $ 119.8 165.0 $ 1.7 $ 2,400.6 $ ( 1,829.8 ) $ ( 8.5 ) $ 564.0 $ 1.7

OUTFRONT Media Inc.

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

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

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

Balance as of December 31, 2023 $ 31.3 0.1 $ 119.8 165.1 $ 1.7 $ 2,402.5 $ ( 1,821.1 ) $ ( 5.8 ) $ 577.3 $ 1.7

Net income — — — — — 149.6 — 149.6 0.3 149.9

Net income (loss) 0.6 — — — — — 184.2 — 184.2 ( 0.1 )

Other comprehensive income — — — — — — — 5.5 5.5 —

3 unchanged sentences

Shares paid for tax withholding for stock-based payments — — — ( 0.6 ) — ( 7.7 ) — — ( 7.7 ) —

Purchase of non-controlling interest ( 24.6 ) — — — — 0.3 — — 0.3 —

Series A Preferred Stock dividends ( 7 %)

2 unchanged sentences

— — — — — — ( 149.8 ) — ( 149.8 ) —

Balance as of

June 30, 2024 0.1 $ 119.8 166.0 $ 1.7 $ 2,439.3 $ ( 1,775.8 ) $ ( 0.3 ) $ 664.9 $ 3.6 $ 788.3

Adjustment to redeemable value of noncontrolling interests 6.8 — — — — ( 6.8 ) — — ( 6.8 ) —

Other ( 0.6 ) — — — — — — — — —

Balance as of September 30, 2024 $ 13.5 0.1 $ 119.8 166.0 $ 1.7 $ 2,410.1 $ ( 1,793.3 ) $ ( 0.3 ) $ 618.2 $ 1.6

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2024 2023

3 unchanged sentences

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

Net income attributable to non-controlling interests 0.3 0.7

Net income attributable to redeemable and non-redeemable noncontrolling interests 0.5 0.4

Depreciation and amortization 109.1 122.1

Deferred tax provision (benefit) ( 1.2 ) 0.1

Deferred tax benefit ( 1.2 ) ( 0.3 )

Stock-based compensation 21.8 22.9

23 unchanged sentences

Net proceeds from dispositions 310.0 0.3

Investment in investee companies ( 1.2 ) —

Net cash flow provided by (used for) investing activities

6 unchanged sentences

Taxes withheld for stock-based compensation ( 7.4 ) ( 12.4 )

Purchase of redeemable noncontrolling interest ( 23.9 ) —

Dividends ( 156.4 ) ( 155.4 )

3 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2024 2023

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

35 unchanged sentences

Actual results may differ materially from these estimates under different assumptions or conditions.

Out-of-Period Adjustment

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

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

Revision of Previously Issued Financial Information

In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses.

The error related to the appropriate classification of these noncontrolling interests as redeemable and recognition of these redeemable noncontrolling interests at the maximum redemption value for each period.

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

99 and SAB No.

108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements, but would have been material to certain of our financial statements in the current period.

Accordingly, we have revised our previously issued financial information.

All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate.

Any prior periods not presented herein may be revised in future filings to the extent necessary.

(See Note 19.

Revised Consolidated Financial Information .)

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

The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

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

In the third quarter of 2024, we voluntarily revised our previously issued financial information to reflect

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

the out-of-period adjustment amount.

Prior periods not presented herein will be voluntarily revised, as applicable, in future filings.

(See Note 19.

Revised Consolidated Financial Information .)

The impact of the revisions have been reflected throughout the Consolidated Financial Statements, including the applicable Notes to the Consolidated Financial Statements, as appropriate.

New Accounting Standards

Recent Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued guidance to improve disclosure of expenses by providing more detailed information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

This guidance does not change or remove current expense disclosure requirements and will not have any impact on our consolidated financial statements.

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

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

Early adoption is permitted.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

5 unchanged sentences

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

(in millions) Estimated Useful Lives June 30,

(in millions) Estimated Useful Lives September 30,

2024 December 31,

8 unchanged sentences

Property and equipment, net $ 654.1 $ 657.8

Depreciation expense was $ 18.4 million in the three months ended June 30, 2024, $ 19.7 million in the three months ended June 30, 2023, $ 36.9 million in the six months ended June 30, 2024, and $ 39.8 million in the six months ended June 30, 2023.

Depreciation expense was $ 18.6 million in the three months ended September 30, 2024, $ 19.3 million in the three months ended September 30, 2023, $ 55.5 million in the nine months ended September 30, 2024, and $ 59.1 million in the nine months ended September 30, 2023.

Intangible Assets

1 unchanged sentence

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Our identifiable intangible assets consist of the following:

(in millions) Gross Accumulated Amortization Impairment Net

As of June 30, 2024:

As of September 30, 2024:

Permits and leasehold agreements $ 1,541.8 $ ( 934.7 ) $ — $ 607.1

12 unchanged sentences

Transit and Other reporting unit.

In the six months ended June 30, 2024, we acquired 4 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 5.2 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 14.6 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the nine months ended September 30, 2024, we acquired 8 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 8.6 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 16.5 years.

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

Amortization expense was $ 17.3 million in the three months ended June 30, 2024, $ 21.5 million in the three months ended June 30, 2023, $ 34.9 million in the six months ended June 30, 2024, and $ 43.3 million in the six months ended June 30, 2023.

As a result of negative aggregate cash flows related to our New York Metropolitan Transportation Authority (the “MTA”) asset group, we performed quarterly impairment analyses on the MTA asset group and recorded impairment charges of $ 8.8 million in the three months ended June 30, 2024, and $ 17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods.

In the three and six months ended June 30, 2023, we recorded impairment charges of $ 511.4 million, primarily representing a $ 443.1 million impairment charge related to our MTA asset group.

Amortization expense was $ 18.7 million in the three months ended September 30, 2024, $ 19.7 million in the three months ended September 30, 2023, $ 53.6 million in the nine months ended September 30, 2024, and $ 63.0 million in the nine months ended September 30, 2023.

As a result of negative aggregate cash flow forecasts related to our New York Metropolitan Transportation Authority (the “MTA”) asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $ 9.1 million and $ 8.8 million, respectively, in those periods for a total of $ 17.9 million in the six months ended June 30, 2024.

The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024.

Our analysis performed as of September 30, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during the three months ended September 30, 2024.

In the three months ended September 30, 2023, we recorded impairment charges of $ 12.1 million representing additional MTA equipment deployment costs spending during the quarter, and in the nine months ended September 30, 2023, we recorded impairment charges of $ 523.5 million, primarily representing $ 455.2 million of impairment charges related to our MTA asset group.

The following table presents our operating lease assets and liabilities:

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

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

2024 December 31,

4 unchanged sentences

Weighted-average discount rate 6.5 % 6.2 %

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The components of our lease expenses were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

Operating expenses (a)

$ 121.8 $ 128.1 $ 243.0 $ 249.0

Operating expenses $ 119.3 $ 123.3 $ 362.3 $ 367.1

Selling, general and administrative expenses 2.9 3.2 10.8 9.5

Variable costs (a)

30.3 38.1 58.9 70.6

Cash paid for operating leases (b)

Variable costs 31.6 32.9 90.5 98.3

Cash paid for operating leases (a)

108.6 107.1 364.6 358.0

Leased assets obtained in exchange for new operating lease liabilities 40.8 49.3 146.4 305.3

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

Description of Business and Basis of Presentation ).

(b) Includes amounts related to Canada.

(a) Includes amounts related to Canada.

(See Note 12.

2 unchanged sentences

Canadian Business .)

For each of the three and six months ended June 30, 2024 and 2023, sublease income related to office properties was immaterial.

We recorded rental income of $ 345.8 million for the three months ended June 30, 2024, $ 349.3 million for the three months ended June 30, 2023, $ 649.9 million for the six months ended June 30, 2024, and $ 647.7 million for the six months ended June 30, 2023, in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

For each of the three and nine months ended September 30, 2024 and 2023, sublease income related to office properties was immaterial.

We recorded rental income of $ 338.4 million for the three months ended September 30, 2024, $ 340.8 million for the three months ended September 30, 2023, $ 988.3 million for the nine months ended September 30, 2024, and $ 988.5 million for the nine months ended September 30, 2023, in Revenues on our Consolidated Statement of Operations.

Asset Retirement Obligation

8 unchanged sentences

Foreign currency translation adjustments ( 0.1 )

As of June 30, 2024 $ 33.4

As of September 30, 2024 $ 33.7

Related Party Transactions

8 unchanged sentences

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

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

The Billboard Agreement also provides that (i) we have the option to

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option;

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

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

As of June 30, 2024, operating lease assets related to the Billboard Agreement were $ 89.0 million , current operating lease liabilities related to the Billboard Agreement were $ 4.0 million and non-current operating lease liabilities related to the Billboard Agreement were $ 91.1 million , and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 2.4 million in the three months ended June 30, 2024, $ 1.9 million in the three months ended June 30, 2023, $ 5.2 million in the six months ended June 30, 2024 and $ 3.8 million in the six months ended June 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.8 million in the three months ended June 30, 2024, $ 2.6 million in the three months ended June 30, 2023, $ 6.3 million in the six months ended June 30, 2024, and $ 4.9 million in the six months ended June 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

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

As of September 30, 2024, operating lease assets related to the Billboard Agreement were $ 87.0 million , current operating lease liabilities related to the Billboard Agreement were $ 4.1 million and non-current operating lease liabilities related to the Billboard Agreement were $ 90.0 million , and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 2.5 million in the three months ended September 30, 2024, $ 1.9 million in the three months ended September 30, 2023, $ 7.7 million in the nine months ended September 30, 2024 and $ 5.7 million in the nine months ended September 30, 2023, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.8 million in the three months ended September 30, 2024, $ 2.4 million in the three months ended September 30, 2023, $ 9.1 million in the nine months ended September 30, 2024, and $ 7.3 million in the nine months ended September 30, 2023, and recorded in Operating expenses on the Consolidated Statement of Operations.

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

These investments totaled $ 7.8 million as of June 30, 2024, and $ 8.2 million as of December 31, 2023, and are included in Other assets on the Consolidated Statements of Financial Position.

These investments totaled $ 9.4 million as of September 30, 2024, and $ 8.2 million as of December 31, 2023, and are included in Other assets on the Consolidated Statements of Financial Position.

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

2 unchanged sentences

Dispositions :

Canadian Business .) We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated

Canadian Business .) We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 1.0 million in the three months ended September 30, 2024, $ 1.0 million in the three months ended September 30, 2023, $ 3.2 million in the nine months ended September 30, 2024 and $ 3.4 million in the nine months ended September 30, 2023.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Statement of Operations of $ 1.2 million in the three months ended June 30, 2024, $ 1.4 million in the three months ended June 30, 2023, $ 2.2 million in the six months ended June 30, 2024 and $ 2.4 million in the six months ended June 30, 2023.

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2024 December 31,

15 unchanged sentences

Weighted average cost of debt 5.5 % 5.7 %

The interest rate on the term loan due in 2026 (the “Term Loan”) was 7.1 % per annum as of June 30, 2024.

As of June 30, 2024, a discount of $ 0.6 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.6 % per annum as of September 30, 2024.

As of September 30, 2024, a discount of $ 0.5 million on the Term Loan remains unamortized.

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

In June 2024, we prepaid $ 200.0 million of the outstanding principal balance on the Term Loan.

In the three and six months ended June 30, 2024, we recorded a Loss on extinguishment of debt of $ 1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.

In the nine months ended September 30, 2024, we recorded a Loss on extinguishment of debt of $ 1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.

Revolving Credit Facility

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

As of June 30, 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 June 30, 2024, $ 0.4 million in the three months ended June 30, 2023, $ 1.0 million in the six months ended June 30, 2024, and $ 0.8 million in the six months ended June 30, 2023.

As of June 30, 2024, we had issued letters of credit totaling approximately $ 6.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.

As of September 30, 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 each of the three months ended September 30, 2024 and 2023, $ 1.5 million in the nine months ended September 30, 2024, and $ 1.3 million in the nine months ended September 30, 2023.

As of September 30, 2024, we had issued letters of credit totaling approximately $ 5.7 million against the letter of credit facility sublimit under the Revolving Credit Facility.

OUTFRONT Media Inc.

1 unchanged sentence

Standalone Letter of Credit Facilities

As of June 30, 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 and six months ended June 30, 2024 and 2023.

As of September 30, 2024, we had issued letters of credit totaling approximately $ 65.0 million under our aggregate $ 81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2024 and 2023.

Accounts Receivable Securitization Facility

As of June 30, 2024, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

As of September 30, 2024, we have a $ 150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

On June 14, 2024, we entered into an amendment to the agreements governing the AR Facility, pursuant to which we (i) extended the term of the AR Facility so that it now terminates on June 14, 2027, unless further extended;

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

As of June 30, 2024, there were $ 30.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.6 %.

As of June 30, 2024, borrowing capacity remaining under the AR Facility was $ 120.0 million based on approximately $ 314.6 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 six months ended June 30, 2024 and 2023, and was immaterial for each of the three months ended June 30, 2024 and 2023.

In July and August 2024, we made repayments totaling $ 30.0 million under the AR Facility.

As of September 30, 2024, there were $ 40.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.3 %.

As of September 30, 2024, borrowing capacity remaining under the AR Facility was $ 110.0 million based on approximately $ 339.8 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 in the three months ended September 30, 2024, immaterial for the three months ended September 30, 2023, $ 0.2 million in the nine months ended September 30, 2024, and $ 0.1 million in the nine months ended September 30, 2023.

In October and November 2024, we made repayments totaling $ 20.0 million under the AR Facility.

Debt Covenants

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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 June 30, 2024, our Consolidated Total Leverage Ratio was 5.0 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of September 30, 2024, our Consolidated Total Leverage Ratio was 4.9 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

OUTFRONT Media Inc.

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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 June 30, 2024, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Transaction,- in accordance with the Credit Agreement.

As of June 30, 2024, we are in compliance with our debt covenants.

As of September 30, 2024, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of September 30, 2024, we are in compliance with our debt covenants.

Deferred Financing Costs

As of June 30, 2024, we had deferred $ 23.8 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

As of September 30, 2024, we had deferred $ 22.4 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.

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

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.5 billion as of June 30, 2024, and $ 2.7 billion as of December 31, 2023.

The fair value of our debt as of both June 30, 2024, and December 31, 2023, is classified as Level 2.

As of June 30, 2024, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.5 billion as of September 30, 2024, and $ 2.7 billion as of December 31, 2023.

The fair value of our debt as of both September 30, 2024, and December 31, 2023, is classified as Level 2.

Redeemable Noncontrolling Interests

Independent noncontrolling shareholders in certain consolidated subsidiaries of the Company have buy/sell arrangements under their respective joint venture operating agreements that allow them to sell their equity interests to the Company upon the satisfaction of certain conditions, principally the passage of time.

To the extent that the redemption amount of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to the redemption amount with a corresponding adjustment to Additional Paid-In Capital on our Consolidated Statements of Financial Position.

To the extent that the noncontrolling interests’ buy/sell arrangement redemption amount is correlated with the estimated fair value of the subsidiary or its underlying assets, we have used the market method to estimate such fair values .

The redemption value of these interests, as of all periods presented, is classified as Level 3.

In the third quarter of 2024, as a result of the exercise of a buy/sell arrangement by one of our joint venture partners, we purchased the outstanding noncontrolling interest in a consolidated subsidiary for cash and non-cash consideration totaling $ 24.6 million.

As of September 30, 2024, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

165,981,974 shares were issued and outstanding;

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

not in excess of 5 % of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12 -month period.

If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter.

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Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended June 30, 2024, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the six months ended June 30, 2024, we paid cash dividends of $ 4.4 million on the Series A Preferred Stock.

As of June 30, 2024, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

During the three months ended September 30, 2024, we paid cash dividends of $ 2.2 million on the Series A Preferred Stock and during the nine months ended September 30, 2024, we paid cash dividends of $ 6.6 million on the Series A Preferred Stock.

As of September 30, 2024, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million.

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

No shares were sold under the ATM Program during the six months ended June 30, 2024.

As of June 30, 2024, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On August 6, 2024 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on September 27, 2024 , to stockholders of record at the close of business on September 6, 2024 .

No shares were sold under the ATM Program during the nine months ended September 30, 2024.

As of September 30, 2024, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On November 12, 2024 , we announced that our board of directors approved a special dividend of $ 0.75 per share on our common stock payable on December 31, 2024 , to stockholders of record at the close of business on November 15, 2024 .

Approximately $ 0.30 per share will be paid in cash (exclusive of cash paid in lieu of fractional shares) and approximately $ 0.45 per share will be paid in shares of our common stock.

Stockholders will have the option to elect to receive their special dividend in all cash or all stock, however the aggregate amount of cash to be distributed will be equal to approximately $ 49.8 million, with the balance of the special dividend payable in the form of our common stock.

The following table summarizes revenues by source:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

10 unchanged sentences

Total revenues $ 451.9 $ 454.8 $ 1,337.7 $ 1,319.4

Rental income was $ 345.8 million in the three months ended June 30, 2024, $ 349.3 million in the three months ended June 30, 2023, $ 649.9 million in the six months ended June 30, 2024, and $ 647.7 million in the six months ended June 30, 2023, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

Rental income was $ 338.4 million in the three months ended September 30, 2024, $ 340.8 million in the three months ended September 30, 2023, $ 988.3 million in the nine months ended September 30, 2024, and $ 988.5 million in the nine months ended September 30, 2023, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following table summarizes revenues by geography:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2023, during the three months ended March 31, 2024.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Acquisitions and Dispositions

We completed several asset acquisitions for a total purchase price of approximately $ 7.6 million in the six months ended June 30, 2024, and $ 27.4 million in the six months ended June 30, 2023.

We completed several asset acquisitions for a total purchase price of approximately $ 11.2 million in the nine months ended September 30, 2024, and $ 30.7 million in the nine months ended September 30, 2023.

The value of the assets acquired during 2024 and 2023 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

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The components of Assets held for sale and Liabilities held for sale , which were written off upon completion of the Transaction, were as follows:

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(in millions) As of

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Total liabilities held for sale $ 112.7 $ 115.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2024 and 2023.

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

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Stock-based compensation expense, net of tax $ 6.9 $ 7.0 $ 21.1 $ 22.2

As of June 30, 2024, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 41.0 million, which is expected to be recognized over a weighted average period of 1.9 years.

As of September 30, 2024, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 33.6 million, which is expected to be recognized over a weighted average period of 1.8 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

RSUs and PRSUs

The following table summarizes activity for the six months ended June 30, 2024, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the nine months ended September 30, 2024, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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PRSUs ( 196,486 ) 18.66

Non-vested as of June 30, 2024 3,571,174 15.37

Non-vested as of September 30, 2024 3,545,528 15.38

Retirement Benefits

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

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Net periodic pension cost $ — $ ( 0.1 ) $ ( 0.1 ) $ ( 0.4 )

In the six months ended June 30, 2024, we contributed $ 0.2 million to our defined benefit pension plans.

In the nine months ended September 30, 2024, we contributed $ 0.2 million to our defined benefit pension plans.

In connection with the Transaction, we sold the Outfront Media Canada LP pension plan.

We do not expect to make any additional contributions to our remaining defined benefit pension plan in the U.S.

We do not expect to make any significant additional contributions to our remaining defined benefit pension plan in the U.S.

during the remainder of 2024.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

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

In the three and six months ended June 30, 2024 and 2023, our effective tax rate differed from the U.S.

In the three and nine months ended September 30, 2024 and 2023, our effective tax rate differed from the U.S.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

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2.2 2.2 6.6 6.6

Net income (loss) available for common stockholders, basic (b)

Net income (loss) available for common stockholders (b)

$ 32.4 $ 14.8 $ 177.6 $ ( 492.2 )

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

1.2 0.2 0.8 —

Dilutive potential shares issuable upon conversion of Series A Preferred Stock (d)

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167.2 165.2 174.4 164.9

(a) In 2024, Net income available for common stockholders for the calculation of diluted EPS.

(b) In 2023, Net loss available for common stockholders for the calculation of both basic and diluted EPS .

(c) The potential impact of 0.9 million granted RSUs and PRSUs in the three months ended June 30, 2024, 2.5 million granted RSUs and PRSUs in the three months ended June 30, 2023, 1.0 million granted RSUs and PRSUs in the six months ended June 30, 2024, and 2.1 million granted RSUs and PRSUs in the six months ended June 30, 2023, were antidilutive.

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

(a) In the nine months ended September 30, 2024, Net income available for common stockholders for the calculation of diluted EPS.

(b) In the three months ended September 30, 2024 and 2023, and the nine months ended September 30, 2023, Net income (loss) available for common stockholders for the calculation of both basic and diluted EPS.

For the nine months ended September 30, 2024, Net income (loss) available for common stockholders for the calculation of basic EPS.

(c) The potential impact of 2.0 million granted RSUs and PRSUs in the three months ended September 30, 2023, 1.0 million granted RSUs and PRSUs in the nine months ended September 30, 2024, and 2.1 million granted RSUs and PRSUs in the nine months ended September 30, 2023, were antidilutive.

The potential impact of granted RSUs and PRSUs in the three months ended September 30, 2024, that were antidilutive was immaterial.

(d) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in each of the three months ended September 30, 2024 and 2023, and nine months ended September 30, 2023, were antidilutive.

Commitments and Contingencies

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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”):

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

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

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

Intangible Assets ).

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

We did not recoup any equipment deployment costs in the six months ended June 30, 2024, and we do not expect to recoup any equipment deployment costs in the remainder of 2024.

We did not recoup any equipment deployment costs in the nine months ended September 30, 2024, and we do not expect to recoup any equipment deployment costs in the remainder of 2024.

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

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

During the six months ended June 30, 2024, we had no recoupment from incremental revenues.

As of June 30, 2024, 23,971 digital displays had been installed, composed of 5,004 digital advertising screens on subway and train platforms and entrances, 13,430 smaller-format digital advertising screens on rolling stock and 5,537 MTA communications displays.

In the three months ended June 30, 2024, 1,776 installations occurred, for a total of 4,274 installations in the six months ended June 30, 2024.

As a result of negative aggregate cash flows related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group and recorded impairment charges of $ 8.8 million in the three months ended June 30, 2024, and $ 17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods.

During the nine months ended September 30, 2024, we had no recoupment from incremental revenues.

As of September 30, 2024, 25,345 digital displays had been installed, composed of 5,008 digital advertising screens on subway and train platforms and entrances, 14,548 smaller-format digital advertising screens on rolling stock and 5,789 MTA communications displays.

In the three months ended September 30, 2024, 1,374 installations occurred, for a total of 5,648 installations in the nine months ended September 30, 2024.

As a result of negative aggregate cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $ 9.1 million and $ 8.8 million, respectively, in those periods for a total of $ 17.9 million in the six months ended June 30, 2024.

The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024.

Our analysis performed as of September 30, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during the three months ended September 30, 2024.

OUTFRONT Media Inc.

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

Six months ended June 30, 2024:

Nine months ended September 30, 2024:

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

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

As of June 30, 2024, the outstanding letters of credit were approximately $ 73.6 million and outstanding surety bonds were approximately $ 172.5 million, and were not recorded on the Consolidated Statements of Financial Position.

As of September 30, 2024, the outstanding letters of credit were approximately $ 70.7 million and outstanding surety bonds were approximately $ 172.5 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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The following tables set forth our financial performance by segment.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

Net income (loss) before allocation to non-controlling interests $ 177.0 $ ( 478.4 ) $ 149.9 $ ( 507.1 )

Provision for income taxes 11.1 0.4 10.6 0.8

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests $ 34.8 $ 16.7 $ 184.7 $ ( 485.2 )

(Benefit) provision for income taxes ( 0.2 ) 1.4 10.4 2.2

Equity in earnings of investee companies, net of tax ( 0.5 ) 0.2 ( 0.5 ) 1.3

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Loss on extinguishment of debt — — 1.2 —

Other income, net ( 1.1 ) ( 0.2 ) ( 1.1 ) ( 0.2 )

Other income (loss), net 0.1 0.1 ( 1.0 ) ( 0.1 )

Operating income (loss) 71.3 58.6 314.4 ( 364.2 )

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Notes to Consolidated Financial Statements

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

22 unchanged sentences

Intangible Assets ).

(b) In 2023, Impairment charges related to the long-term outlook of our U.S.

(b) In the three and nine months ended September 30, 2023, Impairment charges related to the long-term outlook of our U.S.

Transit and Other reporting unit (see Note 4.

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

(in millions) June 30,

Intangible Assets ) and in the nine months ended September 30, 2023, also includes an other-than-temporary decline in fair value of a cost-method investment.

(in millions) September 30,

2024 December 31, 2023

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Notes to Consolidated Financial Statements

(in millions) June 30,

(in millions) September 30,

2024 December 31, 2023

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Canadian Business .)

Revised Consolidated Financial Information

In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses.

The Company assessed the materiality of the error on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

Accordingly, we have revised our previously issued financial information.

All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate.

Any prior periods not presented herein may be revised in future filings to the extent necessary.

The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

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

In the third quarter of 2024, we voluntarily revised our previously issued financial information to reflect the out-of-period adjustment amount.

Prior periods not presented herein will be voluntarily revised, as applicable, in future filings.

There is no impact to net cash provided by operating activities, investing activities or financing activities in our Consolidated Statements of Cash Flows.

The following table presents the impact of correcting the error related to the classification of redeemable noncontrolling interests on the affected line items of our Consolidated Statement of Financial Position as of December 31, 2023.

As of December 31, 2023

(in millions) As Reported Adjustments As Revised

Redeemable noncontrolling interests $ — $ 31.3 $ 31.3

Additional paid-in capital 2,432.2 ( 29.7 ) 2,402.5

Total stockholders’ equity 607.0 ( 29.7 ) 577.3

Noncontrolling interests 3.3 ( 1.6 ) 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following tables present the impact of correcting the errors related to the classification of redeemable noncontrolling interests and variable lease costs on the affected line items of our Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity for the three and six months ended June 30, 2024, three months ended March 31, 2024, year ended December 31, 2023, three and nine months ended September 30, 2023, three and six months ended June 30, 2023, three months ended March 31, 2023, and year ended December 31, 2022.

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ — $ 2,431.9 $ 524.2 $ 3.2

Net income — — 176.8 0.2

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

Shares paid for tax withholding for stock-based payments — ( 0.2 ) ( 0.2 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

Other — — — 0.2

Balance as of June 30, 2024 $ — $ 2,439.3 $ 664.9 $ 3.6

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ 34.9 $ ( 33.3 ) $ ( 33.3 ) $ ( 1.6 )

Net income (loss) 0.2 — — ( 0.2 )

Adjustment to redeemable value of noncontrolling interests 2.9 ( 2.9 ) ( 2.9 ) —

Other 0.2 — — ( 0.2 )

Balance as of June 30, 2024 $ 38.2 $ ( 36.2 ) $ ( 36.2 ) $ ( 2.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ 34.9 $ 2,398.6 $ 490.9 $ 1.6

Net income 0.2 — 176.8 —

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

Shares paid for tax withholding for stock-based payments — ( 0.2 ) ( 0.2 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

Adjustment to redeemable value of noncontrolling interests 2.9 ( 2.9 ) ( 2.9 ) —

Other 0.2 — — —

Balance as of June 30, 2024 $ 38.2 $ 2,403.1 $ 628.7 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ — 2,432.2 $ 607.0 $ 3.3

Net income — — 149.6 0.3

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

Shares paid for tax withholding for stock-based payments — ( 7.7 ) ( 7.7 ) —

Series A Preferred Stock dividends 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

Balance as of June 30, 2024 $ — $ 2,439.3 $ 664.9 $ 3.6

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ ( 29.7 ) $ ( 1.6 )

Net income (loss) 0.3 — — ( 0.3 )

Adjustment to redeemable value of noncontrolling interests 6.5 ( 6.5 ) ( 6.5 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2024 $ 38.2 $ ( 36.2 ) $ ( 36.2 ) $ ( 2.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ 577.3 $ 1.7

Net income 0.3 — 149.6 —

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

Shares paid for tax withholding for stock-based payments — ( 7.7 ) ( 7.7 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

Adjustment to redeemable value of noncontrolling interests 6.5 ( 6.5 ) ( 6.5 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2024 $ 38.2 $ 2,403.1 $ 628.7 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ — $ 2,432.2 $ 607.0 $ 3.3

Net income (loss) — — ( 27.2 ) 0.1

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 7.5 ) ( 7.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

Other — — — ( 0.2 )

Balance as of March 31, 2024 $ — $ 2,431.9 $ 524.2 $ 3.2

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ ( 29.7 ) $ ( 1.6 )

Net income (loss) 0.1 — — ( 0.1 )

Adjustment to redeemable value of noncontrolling interests 3.6 ( 3.6 ) ( 3.6 ) —

Other ( 0.1 ) — — 0.1

Balance as of March 31, 2024 $ 34.9 $ ( 33.3 ) $ ( 33.3 ) $ ( 1.6 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ 577.3 $ 1.7

Net income (loss) 0.1 — ( 27.2 ) —

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 7.5 ) ( 7.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

Adjustment to redeemable value of noncontrolling interests 3.6 ( 3.6 ) ( 3.6 ) —

Other ( 0.1 ) — — ( 0.1 )

Balance as of March 31, 2024 $ 34.9 $ 2,398.6 $ 490.9 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

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

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

Other — — — — ( 1.4 )

Balance as of December 31, 2023 $ — $ 2,432.2 $ ( 1,821.1 ) $ 607.0 $ 3.3

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.7 — 5.2 5.2 ( 0.7 )

Adjustment to redeemable value of noncontrolling interests 4.7 ( 4.7 ) — ( 4.7 ) —

Other ( 1.3 ) — — — 1.3

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ — $ ( 29.7 ) $ ( 1.6 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.7 — ( 425.2 ) ( 425.2 ) —

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

Adjustment to redeemable value of noncontrolling interests 4.7 ( 4.7 ) — ( 4.7 ) —

Other ( 1.3 ) — — — ( 0.1 )

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ ( 1,821.1 ) $ 577.3 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ — $ 2,419.6 $ 620.1 $ 4.7

Net income (loss) — — 17.0 ( 0.3 )

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

Other — — — ( 0.6 )

Balance as of September 30, 2023 $ — $ 2,426.7 $ 590.1 $ 3.8

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ ( 25.9 ) $ ( 3.0 )

Net income (loss) ( 0.2 ) — — 0.2

Adjustment to redeemable value of noncontrolling interests 0.2 ( 0.2 ) ( 0.2 ) —

Other ( 0.7 ) — — 0.7

Balance as of September 30, 2023 $ 28.2 $ ( 26.1 ) $ ( 26.1 ) $ ( 2.1 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ 594.2 $ 1.7

Net income (loss) ( 0.2 ) — 17.0 ( 0.1 )

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

Adjustment to redeemable value of noncontrolling interests 0.2 ( 0.2 ) ( 0.2 ) —

Other ( 0.7 ) — — 0.1

Balance as of September 30, 2023 $ 28.2 $ 2,400.6 $ 564.0 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 490.8 ) ( 490.8 ) 0.4

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

Other — — — — ( 0.6 )

Balance as of September 30, 2023 $ — $ 2,426.7 $ ( 1,829.8 ) $ 590.1 $ 3.8

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.5 — 5.2 5.2 ( 0.5 )

Adjustment to redeemable value of noncontrolling interests 1.1 ( 1.1 ) — ( 1.1 ) —

Other ( 0.6 ) — — — 0.6

Balance as of September 30, 2023 $ 28.2 $ ( 26.1 ) $ — $ ( 26.1 ) $ ( 2.1 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.5 — ( 485.6 ) ( 485.6 ) ( 0.1 )

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

Adjustment to redeemable value of noncontrolling interests 1.1 ( 1.1 ) — ( 1.1 ) —

Other ( 0.6 ) — — — —

Balance as of September 30, 2023 $ 28.2 $ 2,400.6 $ ( 1,829.8 ) $ 564.0 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ — $ 2,411.8 $ 1,140.4 $ 4.1

Net income (loss) — — ( 478.9 ) 0.5

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends $ 0.30 per share)

— — ( 49.6 ) —

Other — — — 0.1

Balance as of June 30, 2023 $ — $ 2,419.6 $ 620.1 $ 4.7

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ 25.3 $ ( 22.9 ) $ ( 22.9 ) $ ( 2.4 )

Net income (loss) 0.5 — — ( 0.5 )

Adjustment to redeemable value of noncontrolling interests 3.0 ( 3.0 ) ( 3.0 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ ( 25.9 ) $ ( 3.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ 25.3 $ 2,388.9 $ 1,117.5 $ 1.7

Net income (loss) 0.5 — ( 478.9 ) —

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.6 ) —

Adjustment to redeemable value of noncontrolling interests 3.0 ( 3.0 ) ( 3.0 ) —

Other 0.1 — — —

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ 594.2 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 507.8 ) ( 507.8 ) 0.7

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

Shares paid for tax withholding for stock-based payments — ( 12.4 ) — ( 12.4 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

Balance as of June 30, 2023 $ — $ 2,419.6 $ ( 1,794.9 ) $ 620.1 $ 4.7

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.7 — 5.2 5.2 ( 0.7 )

Adjustment to redeemable value of noncontrolling interests 0.9 ( 0.9 ) — ( 0.9 ) —

Other 0.1 — — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ — $ ( 25.9 ) $ ( 3.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.7 — ( 502.6 ) ( 502.6 ) —

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

Shares paid for tax withholding for stock-based payments — ( 12.4 ) — ( 12.4 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

Adjustment to redeemable value of noncontrolling interests 0.9 ( 0.9 ) — ( 0.9 ) —

Other 0.1 — — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ ( 1,794.9 ) $ 594.2 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 28.9 ) ( 28.9 ) 0.2

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

Shares paid for tax withholding for stock-based payments — ( 12.3 ) — ( 12.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

Other — — — — ( 0.1 )

Balance as of March 31, 2023 $ — $ 2,411.8 $ ( 1,264.2 ) $ 1,140.4 $ 4.1

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.2 — 5.2 5.2 ( 0.2 )

Adjustment to redeemable value of noncontrolling interests ( 2.1 ) 2.1 — 2.1 —

Balance as of March 31, 2023 $ 25.3 $ ( 22.9 ) $ — $ ( 22.9 ) $ ( 2.4 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.2 — ( 23.7 ) ( 23.7 ) —

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

Shares paid for tax withholding for stock-based payments — ( 12.3 ) — ( 12.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

Adjustment to redeemable value of noncontrolling interests ( 2.1 ) 2.1 — 2.1 —

Other — — — — ( 0.1 )

Balance as of March 31, 2023 $ 25.3 $ 2,388.9 $ ( 1,264.2 ) $ 1,117.5 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ — 2,119.0 $ ( 1,122.0 ) $ 994.1 $ 13.0

Net income — — 147.9 147.9 1.2

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

Shares paid for tax withholding for stock-based payments — ( 11.8 ) — ( 11.8 ) —

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

Series A Preferred Stock Conversions — 266.7 — 266.8

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

Other — — — — ( 1.6 )

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ 24.3 $ ( 21.8 ) $ — $ ( 21.8 ) $ ( 2.5 )

Net income (loss) 1.2 — ( 5.2 ) ( 5.2 ) ( 1.2 )

Adjustment to redeemable value of noncontrolling interests 3.2 ( 3.2 ) — ( 3.2 ) —

Other ( 1.5 ) — — — 1.5

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ 24.3 $ 2,097.2 $ ( 1,122.0 ) $ 972.3 $ 10.5

Net income 1.2 — 142.7 142.7 —

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

Shares paid for tax withholding for stock-based payments — ( 11.8 ) — ( 11.8 ) —

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

Series A Preferred Stock Conversions — 266.7 — 266.8 —

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

Adjustment to redeemable value of noncontrolling interests 3.2 ( 3.2 ) — ( 3.2 ) —

Other ( 1.5 ) — — — ( 0.1 )

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following tables present the impact of correcting the error related to variable lease costs on the affected line items of our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023, nine months ended September 30, 2023, six months ended June 30, 2023, three months ended March 31, 2023, and year ended December 31, 2022, which is being revised on a voluntary basis to reflect the previously disclosed out-of-period adjustment.

Year Ended December 31, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 968.3 $ ( 5.2 ) $ 963.1

Total expenses 2,079.0 ( 5.2 ) 2,073.8

Operating loss ( 258.4 ) 5.2 ( 253.2 )

Loss before provision for income taxes and equity in earnings of investee companies ( 424.6 ) 5.2 ( 419.4 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 429.7 ) 5.2 ( 424.5 )

Net loss attributable to OUTFRONT Media Inc.

( 430.4 ) 5.2 ( 425.2 )

Net loss per common share:

Basic $ ( 2.66 ) $ 0.03 $ ( 2.63 )

Diluted $ ( 2.66 ) $ 0.03 $ ( 2.63 )

Total comprehensive loss $ ( 427.1 ) $ 5.2 $ ( 421.9 )

Nine Months Ended September 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 721.2 $ ( 5.2 ) $ 716.0

Total expenses 1,688.8 ( 5.2 ) 1,683.6

Operating loss ( 369.4 ) 5.2 ( 364.2 )

Loss before provision for income taxes and equity in earnings of investee companies ( 486.9 ) 5.2 ( 481.7 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 490.4 ) 5.2 ( 485.2 )

Net loss attributable to OUTFRONT Media Inc.

( 490.8 ) 5.2 ( 485.6 )

Net loss per common share:

Basic $ ( 3.02 ) $ 0.04 $ ( 2.98 )

Diluted $ ( 3.02 ) $ 0.04 $ ( 2.98 )

Total comprehensive loss $ ( 490.2 ) $ 5.2 $ ( 485.0 )

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 481.4 $ ( 5.2 ) $ 476.2

Total expenses 1,292.6 ( 5.2 ) 1,287.4

Operating loss ( 428.0 ) 5.2 ( 422.8 )

Loss before provision for income taxes and equity in earnings of investee companies ( 505.2 ) 5.2 ( 500.0 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 507.1 ) 5.2 ( 501.9 )

Net loss attributable to OUTFRONT Media Inc.

( 507.8 ) 5.2 ( 502.6 )

Net loss per common share:

Basic $ ( 3.11 ) $ 0.04 $ ( 3.07 )

Diluted $ ( 3.11 ) $ 0.04 $ ( 3.07 )

Total comprehensive loss $ ( 505.0 ) $ 5.2 $ ( 499.8 )

Three Months Ended March 31, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 235.5 $ ( 5.2 ) $ 230.3

Total expenses 385.6 ( 5.2 ) 380.4

Operating income 10.2 5.2 15.4

Loss before provision for income taxes and equity in earnings of investee companies ( 27.5 ) 5.2 ( 22.3 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 28.7 ) 5.2 ( 23.5 )

Net loss attributable to OUTFRONT Media Inc.

( 28.9 ) 5.2 ( 23.7 )

Net loss per common share:

Basic $ ( 0.19 ) $ 0.03 $ ( 0.16 )

Diluted $ ( 0.19 ) $ 0.03 $ ( 0.16 )

Total comprehensive loss $ ( 28.6 ) $ 5.2 $ ( 23.4 )

Year Ended December 31, 2022

(in millions) As Reported Adjustments As Revised

Operating $ 911.4 $ 5.2 $ 916.6

Total expenses 1,484.4 5.2 1,489.6

Operating income 287.7 ( 5.2 ) 282.5

Income before provision for income taxes and equity in earnings of investee companies 155.7 ( 5.2 ) 150.5

Net income before allocation to redeemable and non-redeemable noncontrolling interests 149.1 ( 5.2 ) 143.9

Net income attributable to OUTFRONT Media Inc.

147.9 ( 5.2 ) 142.7

Net income per common share:

Basic $ 0.84 $ ( 0.03 ) $ 0.81

Diluted $ 0.84 $ ( 0.03 ) $ 0.81

Total comprehensive income $ 143.2 $ ( 5.2 ) $ 138.0

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

What changed 10-Q

Item 1. Financial Statements