OUTFRONT Media Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements . Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “25 largest markets in the U.S.,” “approximately 120 markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2024 Designated Market Area rankings. Overview OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”). We currently manage our operations through one operating segment, U.S. Billboard and Transit, which is included in our U.S. Media reportable segment. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other (see Note 18. Segment Information to the Consolidated Financial Statements) through the date of sale. On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). (See Note 12. Acquisitions and Dispositions : Dispositions : Canadian Business to the Consolidated Financial Statements.) Business We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 120 markets in the U.S. Our top market, high-profile, location-focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.” In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go. We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. 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. 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, current levels of inflation, pandemics like the 42 Table of Contents 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 our U.S. transit business within our U.S. Media reportable segment. 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 may continue throughout 2024, and could have an adverse effect on our business, financial condition and results of operations. Due to the current levels of inflation and commodity prices in the U.S. and abroad, which has resulted in elevated 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 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. Though the Company cannot reasonably estimate the full impact of the current 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. Business Environment The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and structure and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. 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. 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 now that we have substantially completed our initial deployment during 2024. 43 Table of Contents During the nine months ended September 30, 2024, we built or converted 65 new digital billboard displays in the U.S. and entered into marketing arrangements to sell advertising on 14 third-party digital billboard displays in the U.S. In the nine months ended September 30, 2024, we built, converted or replaced 5,717 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, 2024 (a) Number of Digital Displays as of September 30, 2024 (a) Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays United States $ 310.9 $ 111.3 $ 422.2 1,923 27,303 29,226 Canada (b) 11.5 1.1 12.6 — — — Total $ 322.4 $ 112.4 $ 434.8 1,923 27,303 29,226 (a) Digital display amounts include 5,867 displays reserved for transit agency use. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period. (b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction. (See Note 1. Description of Business and Basis of Presentation and Note 12. Acquisitions and Dispositions : Dispositions : Canadian Business to the Consolidated Financial Statements.) Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. As described above, our revenues and profits may also fluctuate due to external events beyond our control. We have a diversified base of customers across various industries. During the three months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 18%, 12% and 8% of our total U.S. Media segment revenues, respectively. 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 nine months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 18%, 11% 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. Media segment revenues, respectively. Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. We generated approximately 42% of our U.S. Media segment revenues from national advertising campaigns in the three months ended September 30, 2024, compared to approximately 43% in the same prior-year period. We generated approximately 41% of our U.S. Media segment revenues from national advertising campaigns in the nine months ended September 30, 2024, compared to approximately 42% in the same prior-year period. Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts. Key Performance Indicators Our management reviews our performance by focusing on the indicators described below. Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). 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. 44 Table of Contents Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Revenues $ 451.9 $ 454.8 (1) % $ 1,337.7 $ 1,319.4 1 % Organic revenues (a)(b) 451.9 430.5 5 1,302.8 1,253.6 4 Operating income (loss) 71.3 58.6 22 314.4 (364.2) * Adjusted OIBDA (b) 117.1 116.9 — 309.6 304.5 2 Adjusted OIBDA (b) margin 26 % 26 % 23 % 23 % Net income (loss) attributable to OUTFRONT Media Inc. 34.6 17.0 104 184.2 (485.6) * Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc. 82.7 73.4 13 188.8 35.9 * Adjusted FFO (“AFFO”) (b) attributable to OUTFRONT Media Inc. 80.8 75.7 7 188.8 167.7 13 * Calculation is not meaningful. (a) Organic revenues exclude revenues associated with the impact of the Transaction and 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. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. 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. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues. Analysis of Results of Operations Revenues We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized over the contract period. (See Note 11. Revenues to the Consolidated Financial Statements.) 45 Table of Contents Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Revenues: Billboard $ 360.6 $ 363.6 (1) % $ 1,062.8 $ 1,055.8 1 % Transit and other 91.3 91.2 — 274.9 263.6 4 Total revenues $ 451.9 $ 454.8 (1) $ 1,337.7 $ 1,319.4 1 Organic revenues (a) : Billboard $ 360.6 $ 344.0 5 $ 1,034.7 $ 1,002.3 3 Transit and other 91.3 86.5 6 268.1 251.3 7 Total organic revenues (a) 451.9 430.5 5 1,302.8 1,253.6 4 Non-organic revenues: Billboard — 19.6 * 28.1 53.5 (47) Transit and other — 4.7 * 6.8 12.3 (45) Total non-organic revenues — 24.3 * 34.9 65.8 (47) Total revenues $ 451.9 $ 454.8 (1) $ 1,337.7 $ 1,319.4 1 * Calculation is not meaningful. (a) Organic revenues exclude revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”). Total revenues decreased by $2.9 million, or 1%, and organic revenues increased $21.4 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period. Total revenues increased by $18.3 million, or 1%, and organic revenues increased $49.2 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period. In the three months ended September 30, 2023, nine months ended September 30, 2024, and nine months ended September 30, 2023, non-organic revenues reflect the impact of the Transaction. Also in the nine months ended September 30, 2023, non-organic revenues reflect the impact of foreign currency exchange rates. Total billboard revenues decreased $3.0 million, or 1%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction, partially offset by an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations. Total billboard revenues increased $7.0 million, or 1%, in the nine months ended September 30, 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 the impact of the Transaction and lower proceeds from condemnations. Organic billboard revenues increased $16.6 million, or 5%, in the three months ended September 30, 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, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations. Organic billboard revenues increased $32.4 million, or 3%, in the nine months ended September 30, 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 $0.1 million in the three months ended September 30, 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 the Transaction and the impact of new and lost transit franchise contracts in the period. Total transit and other revenues increased $11.3 million, or 4%, in the nine months ended September 30, 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 and the impact of the Transaction. 46 Table of Contents Organic transit and other revenues increased $4.8 million, or 6%, in the three months ended September 30, 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 $16.8 million, or 7%, in the nine months ended September 30, 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. Expenses Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Expenses: Operating $ 233.1 $ 239.8 (3) % $ 711.6 $ 716.0 (1) % Selling, general and administrative 108.7 105.3 3 338.3 321.8 5 Net (gain) loss on dispositions 1.5 — * (153.6) 0.2 * Impairment charges — 12.1 * 17.9 523.5 (97) Depreciation 18.6 19.3 (4) 55.5 59.1 (6) Amortization 18.7 19.7 (5) 53.6 63.0 (15) Total expenses $ 380.6 $ 396.2 (4) $ 1,023.3 $ 1,683.6 (39) * Calculation is not meaningful. Operating Expenses Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Operating expenses: Billboard property lease $ 119.3 $ 124.2 (4) % $ 363.2 $ 368.5 (1) % Transit franchise 59.1 59.5 (1) 178.6 180.1 (1) Posting, maintenance and other 54.7 56.1 (2) 169.8 167.4 1 Total operating expenses $ 233.1 $ 239.8 (3) $ 711.6 $ 716.0 (1) Billboard property lease expenses represented 33% of billboard revenues in the three months ended September 30, 2024, and 34% in the three months ended September 30, 2023. The decrease in billboard property lease expenses as a percentage of billboard revenues in the three months ended September 30, 2024, is primarily due to lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs, partially offset by the impact of new locations, including through acquisitions. Billboard property lease expenses represented 34% of billboard revenues in the nine months ended September 30, 2024, and 35% in the nine months ended September 30, 2023. The decrease in billboard property lease expenses as a percentage of billboard revenues in the nine months ended September 30, 2024, is primarily due to lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5. Leases 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, 2024, 73% in the three months ended September 30, 2023, 72% of transit display revenues in the nine months ended September 30, 2024, and 76% in the nine months ended September 30, 2023. The decrease in transit franchise expenses, as a percentage of transit display revenues in the nine months ended September 30, 2024, compared to the same prior-year period, was primarily driven by MTA revenues growing at a faster pace than the inflationary increase to the guaranteed minimum annual payments to the MTA under the MTA Agreement (as defined below), partially offset by the net impact of new and lost transit franchise contracts. Billboard property lease and transit franchise expenses decreased $5.3 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction, lower variable property lease expenses and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions. Billboard property lease and transit 47 Table of Contents franchise expenses decreased $6.8 million, or 1%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to lower variable property lease expenses, the impact of the Transaction and the net impact of new and lost transit franchise contracts, 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 12% in each of the three months ended September 30, 2024 and 2023, and 13% in each of the nine months ended September 30, 2024, and 2023. Posting, maintenance and other expenses decreased $1.4 million, or 2%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction and lower materials costs driven by lower third-party equipment sales, partially offset by higher compensation-related expenses and higher posting and rotation costs, driven by higher business activity. Posting, maintenance and other expenses increased $2.4 million, or 1%, in the nine months ended September 30, 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 the impact of the Transaction and lower materials costs driven by lower third-party equipment sales. Selling, General and Administrative Expenses (“SG&A”) SG&A expenses represented 24% of Revenues in the three months ended September 30, 2024, 23% of Revenues in the three months ended September 30, 2023, 25% of Revenues in the nine months ended September 30, 2024 and 24% of Revenues in the nine months ended September 30, 2023. SG&A expenses increased $3.4 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, as a result of a management consulting project, partially offset by the impact of the Transaction and a lower provision for doubtful accounts. SG&A expenses increased $16.5 million, or 5%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, higher professional fees, as a result of a management consulting project, the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher rent related to new offices, partially offset by the impact of the Transaction. We continue to evaluate methods to lower SG&A expense growth. Net (Gain) Loss on Dispositions Net loss on dispositions was $1.5 million in the three months ended September 30, 2024. Net gain on dispositions was $153.6 million in the nine months ended September 30, 2024, compared to a Net loss on dispositions of $0.2 million in the same prior-year period, due primarily to the impact of the Transaction. Impairment Charges 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. 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 (see Note 4. Intangible Assets to the Consolidated Financial Statements) and an impairment charge of $47.6 million representing the entire goodwill balance associated with our U.S. Transit and Other reporting unit. In addition, in the nine months ended September 30, 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 Depreciation decreased $0.7 million, or 4%, in the three months ended September 30, 2024, compared to the same prior-year period, and decreased $3.6 million, or 6%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to the impact of the Transaction (see Note 12. Acquisitions and Dispositions : Dispositions : Canadian Business ), partially offset by higher depreciation on current year projects. 48 Table of Contents Amortization Amortization decreased $1.0 million, or 5%, in the three months ended September 30, 2024, and decreased $9.4 million, or 15%, in the nine months ended September 30, 2024, compared to the same prior-year periods, due primarily to the impact of the Transaction (see Note 12. Acquisitions and Dispositions : Dispositions : Canadian Business ), partially offset by higher amortization related to asset acquisitions completed within the last year. Interest Expense, Net Interest expense, net, was $37.1 million (including $1.5 million of deferred financing costs) in the three months ended September 30, 2024, and $40.2 million (including $1.6 million of deferred financing costs) in the same prior-year period. Interest expense, net, decreased in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to a lower average debt balance, partially offset by higher interest rates. Interest expense, net, was $119.6 million (including $4.6 million of deferred financing costs) in the nine months ended September 30, 2024, and $117.6 million (including $5.0 million of deferred financing costs) in the same prior-year period. Interest expense, net, increased in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to higher interest rates, partially offset by a lower average debt balance. Loss on Extinguishment of Debt In the nine months ended September 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan (as defined below), due to prepayments on the Term Loan. Benefit (Provision) for Income Taxes Benefit for income taxes was $0.2 million in the three months ended September 30, 2024, compared to a Provision for income taxes of $1.4 million in the same prior-year period, due primarily to the impact of the Transaction. Provision for income taxes increased $8.2 million in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to a gain on disposition related to the Transaction. Net Income (Loss) Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $18.1 million, or 108%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher operating income, impairment charges incurred in 2023 and lower interest expense. Net income before allocation to redeemable and non-redeemable noncontrolling interests was $184.7 million in the nine months ended September 30, 2024, compared a Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $485.2 million in the same prior-year period, primarily driven by higher operating income, due primarily to a gain on disposition related to the Transaction and higher impairment charges incurred in 2023, partially offset by a higher provision for income taxes and higher interest expense. Reconciliation of Non-GAAP Financial Measures Adjusted OIBDA We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates. 49 Table of Contents FFO and AFFO 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”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. 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. 50 Table of Contents The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net income (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, (in millions, except percentages) 2024 2023 2024 2023 Total revenues $ 451.9 $ 454.8 $ 1,337.7 $ 1,319.4 Operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2) Net (gain) loss on dispositions 1.5 — (153.6) 0.2 Impairment charges — 12.1 17.9 523.5 Depreciation 18.6 19.3 55.5 59.1 Amortization 18.7 19.7 53.6 63.0 Stock-based compensation 7.0 7.2 21.8 22.9 Adjusted OIBDA $ 117.1 $ 116.9 $ 309.6 $ 304.5 Adjusted OIBDA margin 26 % 26 % 23 % 23 % Net income (loss) attributable to OUTFRONT Media Inc. $ 34.6 $ 17.0 $ 184.2 $ (485.6) Depreciation of billboard advertising structures 14.0 14.6 41.1 44.8 Amortization of real estate-related intangible assets 17.0 18.0 49.0 54.4 Amortization of direct lease acquisition costs 16.0 15.0 45.1 42.4 Net (gain) loss on disposition of real estate assets 1.5 — (153.6) 0.2 Impairment charges (a) — 8.8 13.1 379.9 Adjustment related to redeemable and non-redeemable noncontrolling interests — — (0.2) (0.2) Income tax effect of adjustments (b) (0.4) — 10.1 — FFO attributable to OUTFRONT Media Inc. 82.7 73.4 188.8 35.9 Non-cash portion of income taxes 0.1 1.0 (1.0) (3.7) Cash paid for direct lease acquisition costs (14.0) (12.5) (42.7) (43.6) Maintenance capital expenditures (5.5) (8.0) (17.9) (24.5) Other depreciation 4.6 4.7 14.4 14.3 Other amortization 1.7 1.7 4.6 8.6 Impairment charges on non-real estate assets (a)(c) — 3.3 4.8 143.6 Stock-based compensation 7.0 7.2 21.8 22.9 Non-cash effect of straight-line rent 2.0 2.5 8.0 6.9 Accretion expense 0.7 0.8 2.2 2.3 Amortization of deferred financing costs 1.5 1.6 4.6 5.0 Loss on extinguishment of debt — — 1.2 — AFFO attributable to OUTFRONT Media Inc. $ 80.8 $ 75.7 $ 188.8 $ 167.7 (a) Impairment charges related to the long-term outlook of our U.S. Transit and Other reporting unit (see Note 4. Intangible Assets to the Consolidated Financial Statements). (b) Income tax effect related to Net gain on disposition of real estate assets. (c) In nine months ended September 30, 2023, also includes an Impairment charge related to an other-than-temporary decline in fair value of a cost-method investment. FFO attributable to OUTFRONT Media Inc. increased $9.3 million, or 13%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to lower impairment charges on non-real estate assets and lower interest expense. AFFO attributable to OUTFRONT Media Inc. increased $5.1 million, or 7%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to lower maintenance capital expenditures. FFO attributable to OUTFRONT Media Inc. increased $152.9 million in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to lower impairment charges on non-real estate assets. AFFO attributable to OUTFRONT Media Inc. 51 Table of Contents increased $21.1 million, or 13%, in the nine months ended September 30, 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 We present Adjusted OIBDA as the primary measure of profit and loss for our U.S. Media reportable segment and Other . (See the “Key Performance Indicators” section of this MD&A and Note 18. Segment Information to the Consolidated Financial Statements.) We currently manage our operations through one operating segment, U.S. Billboard and Transit, which is included in our U.S. Media reportable segment. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other through the date of sale (see Note 18. Segment Information to the Consolidated Financial Statements). Our segment reporting therefore includes U.S. Media and Other . The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in 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 Revenues: U.S. Media $ 451.5 $ 428.7 $ 1,302.0 $ 1,248.1 Other 0.4 26.1 35.7 71.3 Total revenues $ 451.9 $ 454.8 $ 1,337.7 $ 1,319.4 Operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2) Net (gain) loss on dispositions 1.5 — (153.6) 0.2 Impairment charges — 12.1 17.9 523.5 Depreciation 18.6 19.3 55.5 59.1 Amortization 18.7 19.7 53.6 63.0 Stock-based compensation (a) 7.0 7.2 21.8 22.9 Total Adjusted OIBDA $ 117.1 $ 116.9 $ 309.6 $ 304.5 Adjusted OIBDA: U.S. Media $ 133.5 $ 120.2 $ 355.8 $ 325.6 Other (0.1) 6.3 2.4 14.1 Corporate (16.3) (9.6) (48.6) (35.2) Total Adjusted OIBDA $ 117.1 $ 116.9 $ 309.6 $ 304.5 Operating income (loss): U.S. Media $ 94.9 $ 72.7 $ 227.3 $ (309.7) Other (0.3) 2.7 157.5 3.6 Corporate (23.3) (16.8) (70.4) (58.1) Total operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2) (a) Stock-based compensation is classified as Corporate expense. 52 Table of Contents U.S. Media Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Revenues: Billboard $ 360.6 $ 344.0 5 % $ 1,034.7 $ 1,002.3 3 % Transit and other 90.9 84.7 7 267.3 245.8 9 Total revenues $ 451.5 $ 428.7 5 $ 1,302.0 $ 1,248.1 4 Operating expenses (232.7) (225.6) 3 (689.5) (675.5) 2 SG&A expenses (85.3) (82.9) 3 (256.7) (247.0) 4 Adjusted OIBDA $ 133.5 $ 120.2 11 $ 355.8 $ 325.6 9 Adjusted OIBDA margin 30 % 28 % 27 % 26 % Operating income (loss) $ 94.9 $ 72.7 31 $ 227.3 $ (309.7) * Net loss on dispositions 1.3 — * 1.5 0.2 * Impairment charges — 12.1 * 17.9 523.5 (97) Depreciation and amortization 37.3 35.4 5 109.1 111.6 (2) Adjusted OIBDA $ 133.5 $ 120.2 11 $ 355.8 $ 325.6 9 New York metropolitan area revenues as a percentage of U.S. Media segment revenues 19 % 20 % 19 % 19 % Los Angeles metropolitan area revenues as a percentage of U.S. Media segment revenues 13 % 14 % 14 % 15 % * Calculation is not meaningful. Total U.S. Media segment revenues increased $22.8 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues. Total U.S. Media segment revenues increased $53.9 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues. We generated approximately 42% in the three months ended September 30, 2024, 43% in the three months ended September 30, 2023, 41% in the nine months ended September 30, 2024, and 42% in the nine months ended September 30, 2023, of our U.S. Media segment revenues from national advertising campaigns. Billboard revenues in the U.S. Media segment increased $16.6 million, or 5%, in the three months ended September 30, 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, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations. Billboard revenues in the U.S. Media segment increased $32.4 million, or 3%, in the nine months ended September 30, 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. Transit and other revenues in the U.S. Media segment increased $6.2 million, or 7%, in the three months ended September 30, 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. Transit and other revenues in the U.S. Media segment increased $21.5 million, or 9%, in the nine months ended September 30, 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. Operating expenses in the U.S. Media segment increased $7.1 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses and higher posting and rotation costs, driven by higher business activity, partially offset by lower variable property lease expenses and the net impact of new and lost transit franchise contracts. Operating expenses in the 53 Table of Contents U.S. Media segment increased $14.0 million, or 2%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher billboard revenues, higher compensation-related expenses, higher guaranteed minimum annual payments to the MTA, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by the net impact of new and lost transit franchise contracts. SG&A expenses in the U.S. Media segment increased $2.4 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses, partially offset by lower professional fees and a lower provision for doubtful accounts. SG&A expenses in the U.S. Media segment increased $9.7 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses and higher rent related to new offices, partially offset by lower professional fees. In the nine months ended September 30, 2024, we recorded impairment charges of $17.9 million in the U.S. Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S. Transit and Other reporting unit. We did not record any impairment charges in the three months ended September 30, 2024. In the three months ended September 30, 2023, we recorded impairment charges of $12.1 million and in the nine months ended September 30, 2023, we recorded impairment charges of $523.5 million in the U.S. Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S. Transit and Other reporting unit. (See Note 4. Intangible Assets to the Consolidated Financial Statements.) U.S. Media segment Adjusted OIBDA increased $13.3 million, or 11%, in the three months ended September 30, 2024, and increased $30.2 million, or 9%, in the nine months ended September 30, 2024, compared to the same prior-year period. Adjusted OIBDA margin was 30% in the three months ended September 30, 2024, 28% in the three months ended September 30, 2023, 27% in the nine months ended September 30, 2024, and 26% in the nine months ended September 30, 2023. The increases in Adjusted OIBDA margin were due primarily to a higher increases in Adjusted OIBDA compared to lower increases in revenues. 54 Table of Contents Other Three Months Ended Nine Months Ended September 30, % September 30, % (in millions, except percentages) 2024 2023 Change 2024 2023 Change Revenues: Billboard $ — $ 19.6 (100) % $ 28.1 $ 53.5 (47) % Transit and other 0.4 6.5 (94) 7.6 17.8 (57) Total revenues $ 0.4 $ 26.1 (98) $ 35.7 $ 71.3 (50) Organic revenues (a) : Billboard $ — $ — * $ — $ — * Transit and other 0.4 1.8 (78) 0.8 5.5 (85) Total organic revenues (a) 0.4 1.8 (78) 0.8 5.5 (85) Non-organic revenues: Billboard — 19.6 * 28.1 53.5 (47) Transit and other — 4.7 * 6.8 12.3 (45) Total non-organic revenues — 24.3 * 34.9 65.8 (47) Total revenues 0.4 26.1 (98) 35.7 71.3 (50) Operating expenses (0.4) (14.2) (97) (22.1) (40.5) (45) SG&A expenses (0.1) (5.6) (98) (11.2) (16.7) (33) Adjusted OIBDA $ (0.1) $ 6.3 * $ 2.4 $ 14.1 (83) Adjusted OIBDA margin (25) % 24 % 7 % 20 % Operating income (loss) $ (0.3) $ 2.7 * $ 157.5 $ 3.6 * Net (gain) loss on dispositions 0.2 — * (155.1) — * Depreciation and amortization — 3.6 * — 10.5 * Adjusted OIBDA $ (0.1) $ 6.3 * $ 2.4 $ 14.1 (83) * Calculation is not meaningful. (a) Organic revenues exclude the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”). Total Other revenues decreased $25.7 million, or 98%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales. Total Other revenues decreased $35.6 million, or 50%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales. In the three months ended September 30, 2023, nine months ended September 30, 2024, and nine months ended September 30, 2023, non-organic revenues reflect the impact of the Transaction. Also in the nine months ended September 30, 2023, non-organic revenues reflect the impact of foreign currency exchange rates. Organic Other revenues decreased $1.4 million, or 78%, in the three months ended September 30, 2024, and decreased $4.7 million, or 85%, in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by a decline in third-party digital equipment sales. Other operating expenses decreased $13.8 million, or 97%, in the three months ended September 30, 2024, and decreased $18.4 million, or 45%, in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction and lower costs related to third-party digital equipment sales. Other SG&A expenses decreased $5.5 million, or 98%, in the three months ended September 30, 2024, and was comparable in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction. Other Adjusted OIBDA was a loss of $0.1 million in the three months ended September 30, 2024, compared to Other Adjusted OIBDA of $6.3 million in the same prior-year period, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales. Other Adjusted OIBDA decreased $11.7 million, or 83%, in the nine months ended September 30, 55 Table of Contents 2024, compared to the same prior-year period, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales. Corporate Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, increased $6.7 million, or 70%, in the three months ended September 30, 2024, compared to the same prior-year period, and increased $13.4 million, or 38%, in the nine months ended September 30, 2024, compared to the same prior-year period. The increases were primarily due to higher professional fees, as a result of a management consulting project, higher compensation-related expenses and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees. Liquidity and Capital Resources As of (in millions, except percentages) September 30, 2024 December 31, 2023 % Change Assets: Cash and cash equivalents $ 28.0 $ 36.0 (22) % Receivables, less allowance ($19.8 in 2024 and $17.2 in 2023) 281.2 287.6 (2) Prepaid lease and transit franchise costs 2.7 4.5 (40) Other prepaid expenses 19.2 19.2 — Assets held for sale — 34.6 * Other current assets 12.8 15.7 (18) Total current assets 343.9 397.6 (14) Liabilities: Accounts payable 42.8 55.5 (23) Accrued compensation 51.9 41.4 25 Accrued interest 23.6 34.2 (31) Accrued lease and transit franchise costs 76.9 80.0 (4) Other accrued expenses 50.7 56.2 (10) Deferred revenues 45.0 37.7 19 Short-term debt 40.0 65.0 (38) Short-term operating lease liabilities 177.0 180.9 (2) Liabilities held for sale — 24.1 * Other current liabilities 19.3 18.0 7 Total current liabilities 527.2 593.0 (11) Working capital $ (183.3) $ (195.4) (6) * 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. Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. Further, certain of our municipal transit contracts require guaranteed minimum annual payments to be paid on a monthly or quarterly basis, as applicable. Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, equipment deployment costs and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available. In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners). Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, 56 Table of Contents which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof. Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs. 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 enhance 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 levels of inflation 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 $183.3 million as of September 30, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by the impact of the Transaction. Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”): • Deployments . We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”). • Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. 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. 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. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. 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, 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. 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 prior year levels as we have substantially completed our initial deployment during 2024. • Payments . We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at 57 Table of Contents least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year. • Term . In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions. We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, given the current levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of September 30, 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. As indicated in the table below, we incurred $24.5 million related to MTA equipment deployment costs in the nine months ended September 30, 2024 (which includes equipment deployment costs related to future deployments), for a total of $604.1 million to date, of which $33.9 million had been recouped from incremental revenues to date. 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. MTA performance during the nine months ended September 30, 2024, was slightly better than the expectations and assumptions included in our year-end 2023 model and our current long-term assumptions continue to be in line with our year-end 2023 model. 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. (See the “Critical Accounting Policies” section of this MD&A and Note 4. Intangible Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis from the fourth quarter of 2024 through to the end of the Amended Term of the MTA Agreement. If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending. 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. (in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Nine months ended September 30, 2024: Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1 Intangible assets (franchise agreements) — 24.5 — (18.1) — 6.4 Total $ 1.1 $ 24.5 $ — $ (18.1) $ — $ 7.5 Year ended December 31, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 — Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1 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. 58 Table of Contents To offset the dilutive impact of the common stock portion of the special dividend, our board of directors also approved a reverse stock split, which we expect to complete in January 2025. Debt Debt, net, consists of the following: As of (in millions, except percentages) September 30, 2024 December 31, 2023 Short-term debt: AR Facility $ 40.0 $ 65.0 Total short-term debt 40.0 65.0 Long-term debt: Term loan, due 2026 399.5 598.9 Senior secured notes: 7.375% senior secured notes, due 2031 450.0 450.0 Senior unsecured notes: 5.000% senior unsecured notes, due 2027 650.0 650.0 4.250% senior unsecured notes, due 2029 500.0 500.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 1,650.0 1,650.0 Debt issuance costs (18.1) (22.4) Total long-term debt, net 2,481.4 2,676.5 Total debt, net $ 2,521.4 $ 2,741.5 Weighted average cost of debt 5.5 % 5.7 % Payments Due by Period (in millions) Total 2024 2025-2026 2027-2028 2029 and thereafter Long-term debt $ 2,500.0 $ — $ 400.0 $ 650.0 $ 1,450.0 Interest 738.6 152.3 270.4 187.6 128.3 Total $ 3,238.6 $ 152.3 $ 670.4 $ 837.6 $ 1,578.3 Term Loan 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 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”). 59 Table of Contents 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. Standalone Letter of Credit Facilities 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 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; and (ii) modified the upfront fee and modified the program fee so that the program fee may increase or decrease based on the Company’s Consolidated Net Secured Leverage Ratio (as defined and described below). The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity. In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). 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. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. 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, 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 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 60 Table of Contents 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, 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. 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, 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 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. Equity At-the-Market Equity Offering Program 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 nine months ended September 30, 2024. As of September 30, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program. Series A Preferred Stock Issuance On April 20, 2020, we issued 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share. 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. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends. 61 Table of Contents Cash Flows The following table presents our cash flows in the nine months ended September 30, 2024 and 2023. Nine Months Ended September 30, % (in millions, except percentages) 2024 2023 Change Net cash flow provided by operating activities $ 174.7 $ 149.2 17 % Net cash flow provided by (used for) investing activities 230.7 (93.4) * Net cash flow used for financing activities (413.0) (51.9) * Effect of exchange rate changes on cash and cash equivalents (0.4) 0.1 * Net increase (decrease) in cash and cash equivalents $ (8.0) $ 4.0 * * Calculation is not meaningful. Cash provided by operating activities increased $25.5 million, or 17%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to a decrease in prepaid MTA equipment deployment costs, and a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased SG&A expenses and higher interest expense. In the nine months ended September 30, 2024, we paid net cash of $18.8 million related to MTA equipment deployment costs and installed 5,648 digital displays. 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. Cash provided by investing activities was $230.7 million in the nine months ended September 30, 2024, compared to Cash used by investing activities of $93.4 million in the same prior-year period, due primarily to cash received from the Transaction and lower cash paid for acquisitions and capital expenditures. The following table presents our capital expenditures in the nine months ended September 30, 2024 and 2023. Nine Months Ended September 30, % (in millions, except percentages) 2024 2023 Change Growth $ 42.0 $ 39.1 7 % Maintenance 17.9 24.5 (27) Total capital expenditures $ 59.9 $ 63.6 (6) Capital expenditures decreased $3.7 million, or 6%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to lower spending related to the renovation of certain office facilities and lower spending on software and technology, partially offset by increased growth in digital displays, increased maintenance spending for billboard display upgrades, and higher spending on safety-related projects. For the full year of 2024, we expect our capital expenditures to be approximately $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. 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 increased by $361.1 million in the nine months ended September 30, 2024 compared to the same prior-year period. In the nine months ended September 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $25.0 million and paid total cash dividends of $156.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and paid $23.9 million related to the exercise of a buy/sell arrangement by one of our joint venture partners resulting in our purchase of the outstanding noncontrolling interest in a consolidated subsidiary. In the nine months ended September 30, 2023, we drew $120.0 million of net 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. Cash paid for income taxes was $11.4 million in the nine months ended September 30, 2024, compared to $5.9 million in the nine months ended September 30, 2023. The increase was due primarily to income tax payments related to the Transaction. 62 Table of Contents Off-Balance Sheet Arrangements Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. (See Note 17. Commitments and Contingencies to the Consolidated Financial Statements for information about our off-balance sheet commitments.) Critical Accounting Policies 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. 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. 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. For a summary of our significant accounting policies, see Item 8., Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. Accounting Standards See Note 2. New Accounting Standards to the Consolidated Financial Statements for information about the adoption of new accounting standards and recent accounting pronouncements. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS We have made statements in this MD&A and other sections of this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). 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: • 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; • Competition; • Government regulation; • Our ability to operate our digital display platform; • Losses and costs resulting from recalls and product liability, warranty and intellectual property claims; • Our ability to obtain and renew key municipal contracts on favorable terms; • Taxes, fees and registration requirements; • Decreased government compensation for the removal of lawful billboards; • Content-based restrictions on outdoor advertising; • Seasonal variations; • Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; • Dependence on our management team and other key employees; • Experiencing a cybersecurity incident; 63 Table of Contents • Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies; • Asset impairment charges for our long-lived assets and goodwill; • Environmental, health and safety laws and regulations; • Expectations relating to environmental, social and governance considerations; • Our substantial indebtedness; • Restrictions in the agreements governing our indebtedness; • Incurrence of additional debt; • Interest rate risk exposure from our variable-rate indebtedness; • Our ability to generate cash to service our indebtedness; • Cash available for distributions; • Hedging transactions; • The ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval; • Certain provisions of Maryland law may limit the ability of a third party to acquire control of us; • Our rights and the rights of our stockholders to take action against our directors and officers are limited; • Our failure to remain qualified to be taxed as a REIT; • REIT distribution requirements; • Availability of external sources of capital; • We may face other tax liabilities even if we remain qualified to be taxed as a REIT; • Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities; • Our ability to contribute certain contracts to a TRS; • Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; • REIT ownership limits; • Complying with REIT requirements may limit our ability to hedge effectively; • Failure to meet the REIT income tests as a result of receiving non-qualifying income; • The Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; and • Establishing operating partnerships as part of our REIT structure. While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.