What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-02-22 · 349 added, 269 removed, 484 unchanged (56% of the section changed)

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Risk Factors” and the “Cautionary Statement Regarding Forward-Looking Statements” section of this Annual Report on Form 10-K, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements.

Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, is included in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC“) on February 23, 2023.

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.”) and Canada.

We currently manage our operations through two operating segments—U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment, and International.

International does not meet the criteria to be a reportable segment and accordingly, is included in Other (see Item 8., Note 18.

Segment Information to the Consolidated Financial Statements).

We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .

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 Item 8., Note 19.

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”).

In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments (see Item 8.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements).

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S.

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

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

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

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

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

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

“Antitrust Approval”).

(See Item 8., Note 12.

Acquisitions and Dispositions :

Disposition :

Canadian Business to the Consolidated Financial Statements.)

Economic Environment

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

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

Transit operating 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 heightened levels of inflation and commodity prices in the U.S.

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

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

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

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

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, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), 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), among other things.

sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment.

We rely on third parties to manufacture, transport and install our digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory.

Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control.

If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations.

See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.”

Historically, we have experienced inflationary increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense.

Our billboard property lease expenses and transit franchise expenses have been less impacted by 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 over the remaining terms of the agreements.

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

Business Environment

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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 by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.

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.

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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.

Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.

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

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

We built or converted 84 new digital billboard displays in the U.S.

and 45 in Canada in 2023.

Additionally, in 2023, we entered into marketing arrangements to sell advertising on 46 third-party digital billboard displays in the U.S.

and two in Canada.

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.

In 2024, we built or converted 89 new digital billboard displays in the U.S.

and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S.

In 2024, we built, converted or replaced 6,664 digital transit and other displays in the U.S.

and 23 in Canada.

The following table sets forth information regarding our digital displays.

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as of December 31, 2024 (a)

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

Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays

United States $ 436.9 $ 164.8 $ 601.7 1,935 28,388 30,323

Canada 32.2 2.9 35.1 317 101 418

11.5 1.1 12.6 — — —

Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323

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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.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets.

(b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction.

(See Item 8., Note 13.

Acquisition and Dispositions :

Dispositions to the Consolidated Financial Statements).

Our revenues and profits 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.

As described above, our revenues and profits also fluctuate due to external events beyond our control.

We have a diversified base of customers across various industries.

During 2023, our largest categories of advertisers were entertainment, retail and health/medical, which represented 20%, 11%, and 9% of our total U.S.

Media segment revenues, respectively.

During 2022, our largest categories of advertisers were entertainment, retail and health/medical, which represented 20%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

During 2024, our largest categories of advertisers were entertainment, retail and health/medical, which represented 18%, 12%, and 9% of our total revenues from our Billboard and Transit segments, respectively.

During 2023, our largest categories of advertisers were entertainment, retail and health/medical, which represented 20%, 11% and 9% of our total revenues from our Billboard and Transit segments, 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.

In 2023, we generated approximately 42% of our U.S.

Media segment revenues from national advertising campaigns, compared to approximately 44% in 2022.

In 2024, we generated approximately 42% of our total revenues from our Billboard and Transit segments from national advertising campaigns, compared to approximately 43% in 2023.

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

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Adjusted OIBDA (b) margin

25.4 % 25.1 %

Net income (loss) attributable to OUTFRONT Media Inc.

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* Calculation is not meaningful.

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

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

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

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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.

Our traditional 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.

Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period.

Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed.

Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered.

Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers.

(See Item 8., Note 12.

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(in millions, except percentages) 2024 2023

Billboard $ 1,444.9 $ 1,384.7 4 %

Transit and other

375.7 387.4 (3)

Total revenues $ 1,830.9 $ 1,820.6 1 %

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$ 1,796.0 $ 1,728.5 4

Transit and other

375.7 386.9 (3)

Total organic revenues (a)

Non-organic revenues 34.9 92.1 (62)

Total revenues $ 1,830.9 $ 1,820.6 1

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

Total revenues increased $10.3 million, or 1%, in 2024 compared to 2023, primarily due to revenue increases in our Billboard and Transit segments, partially offset by the impact of the Transaction.

Organic revenues increased $67.5 million, or 4%, in 2024 compared to 2023, primarily due to revenue increases in our Billboard and Transit segments.

See the “Segment Results of Operations” section of this MD&A.

In 2024 and 2023, non-organic revenues reflect the impact of the Transaction.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Total revenues $ 1,820.6 $ 1,772.1 3 %

Organic revenues (a)

$ 1,805.4 $ 1,757.9 3

Non-organic revenues 15.2 14.2 7

Transit and other

Total non-organic revenues

Total revenues $ 1,820.6 $ 1,772.1 3

* Calculation is not meaningful.

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

Total revenues increased $48.5 million, or 3%, and organic revenues increased $47.5 million, or 3%, in 2023 compared to 2022.

Total revenues increased $48.5 million, or 3%, and organic revenues increased $47.5 million, or 3%, in 2023 compared to 2022, primarily due to an increase in Billboard segment revenues.

See the “Segment Results of Operations” section of this MD&A.

In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

In 2022, non-organic revenues also reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $60.2 million, or 4%, in 2023 compared to 2022, 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 acquisitions, and higher proceeds from condemnations.

Organic billboard revenues increased $58.7 million, or 4%, in 2023 compared to 2022, 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.

Total transit and other revenues decreased $11.7 million, or 3%, in 2023 compared to 2022, primarily due to a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Organic transit and other revenues in 2023 decreased $11.2 million, or 3%, compared to 2022, primarily due to a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

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

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

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

(in millions, except percentages) 2024 2023 2022 2024 vs.

2023 2023 vs.

Operating $ 949.0 $ 963.1 $ 916.6 (1) % 5 %

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Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

(in millions, except percentages) 2024 2023 2022 2024 vs.

2023 2023 vs.

Operating expenses:

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Total operating expenses $ 949.0 $ 963.1 $ 916.6 (1) 5

Billboard property lease expenses represented 35% of billboard revenues in 2023 and 33% in 2022.

The increase in billboard property lease expenses as a percentage of billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5.

Leases to the Consolidated Financial Statements), which are primarily attributable to billboard revenue increases in large markets and high profile locations, an out-of-period adjustment of $5.2 million recorded in 2023, related to variable billboard property lease expenses (see Item 8., Note 1.

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

Transit franchise expenses represented 71% of transit display revenues in 2023 and 67% in 2022.

The increase in transit franchise expenses, as a percentage of revenues, is primarily driven by higher guaranteed minimum annual payments to the MTA.

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

Billboard property lease and transit franchise expenses increased by $55.2 million in 2023 compared to 2022, primarily due to higher variable billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in 2023, related to variable billboard property lease expenses (see Item 8., Note 1.

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

Billboard property lease expenses represented 34% of total billboard revenues in 2024, 35% in 2023 and 33% in 2022.

The decrease in billboard property lease expenses as a percentage of total billboard revenues in 2024 compared to 2023 is primarily due to lower variable billboard property lease costs driven by higher relative 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 Item 8., Note 5.

Leases to the Consolidated Financial Statements) and the impact of new and lost locations, including through acquisitions.

The increase in billboard property lease expenses as a percentage of total billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5.

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

Transit franchise expenses represented 61% of total transit display revenues in 2024, 65% in 2023 and 62% in 2022.

The decrease in transit franchise expenses, as a percentage of total transit display revenues in 2024 compared to 2023 was primarily driven by MTA revenues growing at a faster rate than the inflationary adjustment 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.

The increase in transit franchise expenses, as a percentage of total transit display revenues in 2023 compared to 2022, was primarily driven by higher guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses decreased by $19.1 million in 2024 compared to 2023, 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 and lost locations, including through acquisitions.

Billboard property lease and transit franchise expenses increased by $44.8 million in 2023 compared to 2022, primarily due to higher variable billboard property lease expenses, the impact of new locations, including through acquisitions, and higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses, as a percentage of revenues, were 12% in each of 2024, 2023 and 2022.

Posting, maintenance and other expenses increased $5.0 million, or 2%, in 2024 compared to 2023, primarily due to higher compensation-related expenses, higher maintenance and utilities costs due to inflationary cost increases, and higher posting and rotation costs caused by higher business activity, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales.

Posting, maintenance and other expenses increased $1.7 million, or 1%, in 2023 compared to 2022, primarily due to higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.

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

SG&A expenses represented 24% of Revenues in 2023 and 24% in 2022.

SG&A expenses represented 24% of Revenues in each of 2024, 2023 and 2022.

SG&A expenses increased $18.2 million, or 4%, in 2024 compared to 2023, primarily due to higher compensation-related expenses, including salaries, commissions and severance, higher professional fees, as a result of a management consulting project and higher rent related to new offices, partially offset by the impact of the Transaction.

SG&A expenses increased $7.6 million, or 2%, in 2023 compared to 2022, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, higher professional fees, rent related to new offices, higher insurance costs and a higher provision for doubtful accounts, partially offset by lower compensation-related expenses.

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Net (Gain) Loss on Dispositions

Net gain on dispositions increased by $146.7 million in 2024 compared to 2023, primarily due to the impact of the Transaction.

Net gain on dispositions was $14.2 million in 2023 compared to a Net loss on dispositions of $0.2 million in 2022.

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Impairment Charges

In 2023, we recorded impairment charges of $534.7 million.

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

Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million in the Consolidated Statements of Operations, representing the entire goodwill balance associated with the reporting unit.

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

During the second quarter of 2023, we also performed an analysis of the carrying value of our long-lived asset groups within our U.S.

Transit and Other reporting unit as a result of the triggering event noted above utilizing undiscounted cash flows compared to the carrying value of the asset groups and determined that they were not fully recoverable.

We then compared the fair value of the assets (calculated using a cash flow model) to the carrying value and we recorded an impairment charge of $463.5 million in the second quarter of 2023, primarily representing a $443.1 million impairment charge related to our MTA asset group.

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

(See Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements.)

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

We recorded impairment charges of $17.9 million in 2024 and $534.7 million in 2023.

As a result of negative aggregate undiscounted 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, and December 31, 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 each of the three months ended September 30, 2024, and December 31, 2024.

In 2023, we recorded impairment charges of $534.7 million, primarily representing $466.2 million of impairment charges related to our MTA asset group (see Note 4.

Long-Lived Assets to the Consolidated Financial Statements) and an impairment charge of $47.6 million representing the entire goodwill balance associated with our historical Transit reporting unit.

Depreciation increased $0.2 million in 2024 compared to 2023, primarily due to higher depreciation related to the change in estimated useful life of certain advertising displays, partially offset by the impact of the Transaction (see Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ).

Depreciation increased $1.9 million, or 2%, in 2023 compared to 2022, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets.

Amortization decreased $9.2 million, or 11%, in 2024 compared to 2023, due primarily to the impact of the Transaction (see Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ) and lower amortization related to franchise agreements associated with the MTA, partially offset by higher amortization of leasehold interest intangibles recorded related to asset acquisitions.

Amortization increased $7.9 million, or 11%, in 2023 compared to 2022, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions, partially offset by lower amortization related to franchise agreements associated with the MTA.

Interest Expense

Interest expense, net, was $158.4 million (including $6.7 million of deferred financing costs) in 2023 and $131.8 million (including $6.5 million of deferred financing costs) in 2022.

Interest expense, net, was $156.2 million (including $6.1 million of deferred financing costs) in 2024, $158.4 million (including $6.7 million of deferred financing costs) in 2023 and $131.8 million (including $6.5 million of deferred financing costs) in 2022.

The decrease in Interest expense, net, in 2024 compared to 2023, was primarily due to a lower average debt balance, partially offset by higher interest rates.

The increase in Interest expense, net, in 2023 compared to 2022, was primarily due to higher interest rates and a higher average debt balance.

Loss on Extinguishment of Debt

In 2023, we recorded a loss on extinguishment of debt of $8.1 million relating to the redemption of all of our outstanding 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”) in the fourth quarter of 2023.

In 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.

In 2023, we recorded a Loss on extinguishment of debt of $8.1 million relating to the redemption of all of our outstanding 6.250% Senior Unsecured Notes due 2025 in the fourth quarter of 2023.

Benefit (Provision) for Income Taxes

Provision for income taxes decreased $5.4 million, or 57%, in 2023 compared to 2022, due primarily to a valuation allowance against our U.S.

Provision for income taxes increased $7.0 million, or 175%, in 2024 compared to 2023, due primarily to a gain on disposition related the Transaction.

Provision for income taxes decreased $5.4 million, or 57%, in 2023 compared to 2022, due primarily to

a valuation allowance against our U.S.

taxable REIT subsidiary (“TRS”) accumulated deferred tax assets in 2022.

The effective income tax rate was 0.9% for 2023 and 6.0% for 2022.

The effective income tax rate was 4.1% for 2024, 0.9% for 2023 and 6.0% for 2022.

Net Income (Loss)

Net loss before allocation to non-controlling interests was $429.7 million in 2023 compared to Net income before allocation to non-controlling interests of $149.1 million in 2022, driven by lower operating income, due primarily to impairment charges, and higher interest expense.

Net income before allocation to redeemable and non-redeemable noncontrolling interests was $258.7 million in 2024 compared to a Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $424.5 million in 2023, driven by higher operating income, due primarily to higher impairment charges incurred in 2023 and a gain on disposition related to the Transaction, and a lower loss on extinguishment of debt, partially offset by a higher provision for income taxes.

Net loss before allocation to redeemable and non-redeemable noncontrolling interests was $424.5 million in 2023 compared to Net income before allocation to redeemable and non-redeemable noncontrolling interests of $143.9 million in 2022, driven by lower operating income, due primarily to impairment charges and higher interest expense.

Reconciliation of Non-GAAP Financial Measures

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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 non-controlling interests, as well as the related income tax effect of adjustments, as applicable.

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 non-controlling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

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 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.

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.

7 unchanged sentences

Operating income (loss) 425.5 (253.2)

Net (gain) loss on dispositions (14.2) 0.2

Net gain on dispositions (160.9) (14.2)

Impairment charges 17.9 534.7

4 unchanged sentences

Adjusted OIBDA margin 25.4 % 25.1 %

Net (loss) income attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 258.2 $ (425.2)

2 unchanged sentences

Amortization of direct lease acquisition costs (a)

Net (gain) loss on disposition of real estate assets (14.2) 0.2

Net gain on disposition of real estate assets (160.9) (14.2)

Impairment charges (b)

Adjustment related to non-controlling interests (0.3) (0.3)

Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3)

Income tax effect of adjustments (c)

FFO attributable to OUTFRONT Media Inc.

5 unchanged sentences

Other amortization 6.5 10.1

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

Impairment charges on non-real estate assets (b)

Stock-based compensation 30.8 28.4

6 unchanged sentences

(a) Variable commissions directly associated with billboard revenues.

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

Transit and Other reporting unit (see Note 4.

(b) Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

FFO attributable to OUTFRONT Media Inc.

in 2023 of $130.0 million decreased $195.2 million, or 60%, compared to 2022, due primarily to impairment charges on non-real estate assets, higher interest expense and lower Adjusted OIBDA.

in 2024 of $303.6 million increased $168.4 million, or 125%, compared to 2023, due primarily to lower impairment charges on non-real estate assets.

AFFO attributable to OUTFRONT Media Inc.

in 2023 of $270.6 million decreased $40.7 million, or 13%, compared to 2022, due primarily to higher interest expense, lower Adjusted OIBDA and higher maintenance capital expenditures, partially offset by the impact of non-cash effect of straight-line rent.

in 2024 of $307.5 million increased $31.7 million, or 11%, compared to 2023, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

Segment Results of Operations

2 unchanged sentences

Segment Information to the Consolidated Financial Statements.)

We currently manage our operations through two operating segments—U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment, and International.

International does not meet the criteria to be a reportable segment and accordingly, is included in Other .

Our segment reporting therefore includes U.S.

Media and Other .

We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .

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 Item 8., Note 19.

Segment Information to the Consolidated Financial Statements) through the date of sale (see Item 8., Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements).

Also included in Other are operating results for third-party digital equipment sales.

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in 2024, 2023 and 2022.

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(in millions) 2024 2023 2022

Media $ 1,722.3 $ 1,673.9

Billboard $ 1,409.3 $ 1,369.7 $ 1,308.8

Transit 383.8 352.6 365.1

Other 37.8 98.3 98.2

6 unchanged sentences

Stock-based compensation (a)

30.8 28.4 33.8

Total Adjusted OIBDA $ 464.8 $ 456.2 $ 467.2

Adjusted OIBDA:

Media $ 479.4 $ 501.2

Billboard $ 520.5 $ 500.6 $ 492.2

Transit 8.3 (16.0) 3.8

Other 2.8 23.1 20.6

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Operating income (loss):

Media $ (189.9) $ 363.0

Billboard $ 385.9 $ 382.2 $ 377.0

Transit (20.7) (566.9) (19.2)

Other 157.9 11.4 7.9

4 unchanged sentences

(in millions, except percentages) 2024 2023

Billboard $ 1,369.7 $ 1,308.8 5 %

Transit and other 352.6 365.1 (3)

Total revenues $ 1,722.3 $ 1,673.9 3

Operating income $ 385.9 $ 382.2 1 %

Net gain on dispositions (5.9) (14.2) (58)

Depreciation 72.5 65.6 11

Amortization 68.0 67.0 1

Adjusted OIBDA $ 520.5 $ 500.6 4

Revenues $ 1,409.3 $ 1,369.7 3

Operating expenses:

Billboard property lease (472.3) (477.3) (1)

Posting, maintenance and other (148.4) (134.9) 10

Total operating expenses (620.7) (612.2) 1

SG&A expenses (268.1) (256.9) 4

Adjusted OIBDA $ 520.5 $ 500.6 4

Adjusted OIBDA margin 36.9 % 36.5 %

New York metropolitan area revenues as a percentage of Billboard segment revenues

Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues

Billboard segment revenues increased $39.6 million, or 3%, in 2024 compared to 2023, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, partially offset by the impact of new and lost billboards in the period, including insignificant acquisitions, and lower proceeds from condemnations.

We generated approximately 39% in 2024 and 40% in 2023 of our Billboard segment revenues from national advertising campaigns.

Billboard segment property lease expenses represented 34% of Billboard segment revenues in 2024 and 35% in 2023.

Billboard segment property lease expenses decreased $5.0 million, or 1%, in 2024 compared to 2023, primarily driven by lower variable lease costs.

Billboard segment posting maintenance and other expenses increased $13.5 million, or 10%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses, higher maintenance and utilities cost, and higher office expenses, driven by inflationary cost increases.

SG&A expenses in the Billboard segment increased $11.2 million, or 4%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses and higher rent related to new offices, partially offset by lower professional fees.

Billboard segment Adjusted OIBDA increased $19.9 million, or 4%, in 2024 compared to 2023.

Billboard segment Adjusted OIBDA margin was 36.9% in 2024 and 36.5% in 2023.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Operating income $ 382.2 $ 377.0 1 %

Net gain on dispositions (14.2) (0.1) *

Depreciation 65.6 59.2 11

Amortization 67.0 56.1 19

Adjusted OIBDA $ 500.6 $ 492.2 2

Revenues $ 1,369.7 $ 1,308.8 5

Organic revenues (a)

Billboard $ 1,354.5 $ 1,297.8 4

Transit and other 352.6 365.1 (3)

Total organic revenues (a)

$ 1,354.5 $ 1,297.8 4

Non-organic revenues 15.2 11.0 38

Billboard 15.2 11.0 38

Transit and other — — *

Total non-organic revenues 15.2 11.0 38

Total revenues 1,369.7 1,308.8 5

Operating expenses:

Billboard property lease (477.3) (436.1) 9

Posting, maintenance and other (134.9) (132.5) 2

Total operating expenses (612.2) (568.6) 8

SG&A expenses (256.9) (248.0) 4

(327.5) (316.3) 4

Adjusted OIBDA $ 500.6 $ 492.2 2

Adjusted OIBDA margin 36.5 % 37.6 %

Operating income (loss) $ (189.9) $ 363.0 (152)

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

New York metropolitan area revenues as a percentage of Billboard segment revenues 10 % 10 %

Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues 16 % 17 %

* Calculation is not meaningful.

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

Billboard segment revenues increased $60.9 million, or 5%, in 2023 compared to 2022, 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 acquisitions, and higher proceeds from condemnations.

We generated approximately 40% in each of 2023 and 2022 of our Billboard segment revenues from national advertising campaigns.

In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

Billboard segment property lease expenses represented 35% of Billboard segment revenues in 2023 and 33% in 2022.

Billboard segment property lease expenses increased $41.2 million, or 9%, in 2023 compared to 2022, primarily driven by higher variable billboard property lease expenses.

Billboard segment posting maintenance and other expenses increased $2.4 million, or 2%, in 2023 compared to 2022, primarily driven by higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.

SG&A expenses in the Billboard segment increased $8.9 million, or 4%, in 2023 compared to 2022, primarily driven by higher insurance costs, higher compensation-related expenses, higher rent related to new offices, higher professional fees and a higher provision for doubtful accounts.

Billboard segment Adjusted OIBDA increased $8.4 million, or 2%, in 2023 compared to 2022.

Billboard segment Adjusted OIBDA margin was 36.5% in 2023 and 37.6% in 2022.

The decrease in Billboard segment Adjusted OIBDA margins in 2023 compared to 2022 was due primarily to a higher increase in Billboard segment operating expenses, due to an increase in Billboard segment property lease expenses, and an increase in Billboard segment SG&A expenses, compared to a lower increase in Billboard segment revenues.

Year Ended December 31, % Change

(in millions, except percentages) 2024 2023

Operating loss $ (20.7) $ (566.9) (96) %

Net loss on dispositions 0.1 — *

Impairment charges 17.9 534.7 (97)

Depreciation and amortization 148.8 138.0 8

Depreciation 7.0 8.8 (20)

Amortization 4.0 7.4 (46)

Adjusted OIBDA $ 8.3 $ (16.0) *

New York metropolitan area revenues as a percentage of U.S.

Media segment revenues

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

Media segment revenues

Revenues $ 383.8 $ 352.6 9

Operating expenses:

Transit franchise (236.3) (235.6) —

Posting, maintenance and other (68.2) (62.4) 9

Total operating expenses (304.5) (298.0) 2

SG&A expenses (71.0) (70.6) 1

Adjusted OIBDA $ 8.3 $ (16.0) *

Adjusted OIBDA margin 2.2 % (4.5) %

New York metropolitan area revenues as a percentage of Transit segment revenues

Los Angeles metropolitan area revenues as a percentage of Transit segment revenues

* Calculation is not meaningful.

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

Media segment revenues increased $48.4 million, or 3%, in 2023 compared to 2022, due primarily to higher billboard revenues.

We generated approximately 42% in 2023 and 44% in 2022 of our U.S.

Media segment revenues from national advertising campaigns.

In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

Billboard revenues in the U.S.

Media segment increased $60.9 million, or 5%, in 2023 compared to 2022, 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 acquisitions, and higher proceeds from condemnations.

Organic billboard revenues in the U.S.

Media segment increased $56.7 million, or 4%, in 2023 compared to 2022, 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.

Transit and other revenues in the U.S.

Media segment decreased $12.5 million, or 3%, in 2023 compared to 2022, driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily

impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

Organic transit and other revenues in the U.S.

Media segment decreased $12.5 million, or 3%, in 2023, compared to 2022, primarily driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

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

Billboard property lease expenses in the U.S.

Media segment represented 35% of billboard revenues in 2023 and 33% in 2022, and transit franchise expenses represented 73% of transit display revenues in 2023 and 68% in 2022.

Operating expenses in the U.S.

Media segment increased $59.0 million, or 7%, in 2023 compared to 2022, primarily driven by higher variable billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in 2023 (see Item 8., Note 1.

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

SG&A expenses in the U.S.

Media segment increased $11.2 million, or 4%, in 2023 compared to 2022, primarily driven by higher professional fees, higher insurance costs, higher rent related to new offices, a higher provision for doubtful accounts and higher compensation-related expenses.

In 2023, we recorded impairment charges of $534.7 million in the U.S.

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

Transit and Other reporting unit (see the “Critical Accounting Policies” section of this MD&A and Item 8., Note 4.

Transit segment revenues increased $31.2 million, or 9%, in 2024 compared to 2023, 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.

We generated approximately 55% in each of 2024 and 2023 of our Transit segment revenues from national advertising campaigns.

Transit segment franchise expenses represented 62% of Transit segment revenues in 2024 and 67% in 2023.

Transit segment franchise expenses increased $0.7 million in 2024 compared to 2023, primarily driven by higher guaranteed minimum annual payments to the MTA, partially offset by the net impact of new and lost transit franchise contracts.

Transit segment posting, maintenance and other expenses increased $5.8 million, or 9%, in 2024 compared to 2023, primarily driven by higher posting and rotation costs, driven by higher business activity, and higher compensation-related expenses.

SG&A expenses in the Transit segment increased $0.4 million, or 1%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses, partially offset by lower professional fees.

In 2024, we recorded impairment charges of $17.9 million in the Transit segment, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit.

In 2023, we recorded impairment charges of $534.7 million primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Media segment Adjusted OIBDA decreased $21.8 million, or 4%, in 2023 compared to 2022.

Adjusted OIBDA margin was 28% in 2023 and 30% in 2022.

The decrease in Adjusted OIBDA margins was due primarily to a higher increase in operating expenses, due to an increase in billboard property lease expenses, including an out-of-period adjustment of $5.2 million recorded in 2023 related to variable billboard property lease expenses (see Item 8., Note 1.

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

Transit segment Adjusted OIBDA was $8.3 million in 2024 compared an Adjusted OIBDA loss of $16.0 million in 2023.

The increase in Transit segment Adjusted OIBDA was due primarily to a higher increase in Transit segment revenues compared to lower increases in Transit segment SG&A expenses and guaranteed minimum annual payments to the MTA.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Billboard $ 75.2 $ 75.9 (1) %

Transit and other

Total revenues $ 98.3 $ 98.2 —

Operating loss $ (566.9) $ (19.2) *

Net loss on dispositions — 0.3 *

Impairment charges 534.7 — *

Depreciation 8.8 12.4 (29) %

Amortization 7.4 10.3 (28)

Adjusted OIBDA $ (16.0) $ 3.8 *

Revenues $ 352.6 $ 365.1 (3)

Operating expenses:

Transit franchise (235.6) (230.5) 2

Posting, maintenance and other (62.4) (62.5) —

Total operating expenses (298.0) (293.0) 2

SG&A expenses (70.6) (68.3) 3

Adjusted OIBDA $ (16.0) $ 3.8 *

Adjusted OIBDA margin (4.5) % 1.0 %

New York metropolitan area revenues as a percentage of Transit segment revenues

Los Angeles metropolitan area revenues as a percentage of Transit segment revenues

* Calculation is not meaningful.

Transit segment revenues decreased $12.5 million, or 3%, in 2023 compared to 2022, driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

We generated approximately 55% in 2023 and 60% in 2022 of our Transit segment revenues from national advertising campaigns.

Transit segment franchise expenses represented 67% of Transit segment revenues in 2023 and 63% in 2022.

Transit segment franchise expenses increased $5.1 million, or 2%, in 2023 compared to 2022, primarily driven by higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses decreased $0.1 million in 2023 compared to 2022, primarily driven by higher posting and rotation costs, partially offset by higher compensation-related expenses.

SG&A expenses in the Transit segment increased $2.3 million, or 3%, in 2023 compared to 2022, primarily driven by higher professional fees, higher rent related to new offices and higher insurance costs, partially offset by lower compensation-related expenses.

In 2023, we recorded impairment charges of $534.7 million in the Transit segment, primarily related to impairment charges related to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Transit segment Adjusted OIBDA was a loss of $16.0 million in 2023 compared to Transit segment Adjusted OIBDA of $3.8 million in 2022.

The decrease in Transit segment Adjusted OIBDA was due primarily to increases in the MTA guaranteed minimum annual payments in 2023 and an increase in Transit segment SG&A expenses, compared to a lower increase in Transit segment revenues.

Year Ended December 31, % Change

(in millions, except percentages) 2024 2023

Operating income $ 157.9 $ 11.4 *

Net gain on dispositions (155.1) — *

Depreciation — 4.9 *

Amortization — 6.8 *

Adjusted OIBDA $ 2.8 $ 23.1 (88) %

Revenues $ 37.8 $ 98.3 (62)

Organic revenues (a)

$ 2.9 $ 6.2 (53)

Transit and other

Total organic revenues (a)

Non-organic revenues 34.9 92.1 (62)

Transit and other

Total non-organic revenues

Total revenues 37.8 98.3 (62)

Operating expenses:

(52.9) (55.0) (4)

Billboard property lease (10.5) (22.4) (53)

Transit franchise (1.8) (4.7) (62)

Posting, maintenance and other (11.5) (25.8) (55)

Total operating expenses (23.8) (52.9) (55)

SG&A expenses (11.2) (22.3) (50)

1 unchanged sentence

Adjusted OIBDA margin 7.4 % 23.5 %

* Calculation is not meaningful.

(a) Organic revenues exclude the impact of the Transaction (“non-organic revenues”).

Total Other revenues decreased $60.5 million, or 62%, in 2024 compared to 2023, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales.

In 2024 and 2023, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues decreased $3.3 million, or 53%, in 2024, compared to 2023, primarily driven by a decline in third-party digital equipment sales.

Other operating expenses decreased $29.1 million, or 55%, in 2024 compared to 2023, primarily driven by the impact of the Transaction and lower costs related to third-party digital equipment sales.

Other SG&A expenses decreased $11.1 million, or 50%, in 2024 compared to 2023, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA decreased $20.3 million, or 88%, in 2024 compared to 2023, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Operating income $ 11.4 $ 7.9 44 %

Depreciation and amortization 11.7 12.7 (8)

Depreciation 4.9 5.8 (16)

Amortization 6.8 6.9 (1)

Adjusted OIBDA $ 23.1 $ 20.6 12

Revenues $ 98.3 $ 98.2 —

Organic revenues (a)

$ 98.3 $ 95.0 3

Non-organic revenues — 3.2 *

Total revenues 98.3 98.2 —

Operating expenses:

Billboard property lease (22.4) (23.8) (6)

Transit franchise (4.7) (4.8) (2)

Posting, maintenance and other (25.8) (26.4) (2)

Total operating expenses Total operating expenses (52.9) (55.0) (4)

SG&A expenses (22.3) (22.6) (1)

Adjusted OIBDA $ 23.1 $ 20.6 12

Adjusted OIBDA margin 23.5 % 21.0 %

* Calculation is not meaningful.

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

Total Other revenues increased $0.1 million in 2023 compared to 2022, primarily driven by an increase in average revenue per display (yield), partially offset by the impact of foreign currency exchange rates.

Other revenues increased $0.1 million in 2023 compared to 2022, primarily driven by an increase in average revenue per display (yield), partially offset by the impact of foreign currency exchange rates.

In 2022, non-organic revenues reflect the impact of foreign currency exchange rates.

4 unchanged sentences

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

Corporate expenses, excluding stock-based compensation, were $51.5 million in 2023 and $49.4 million in 2022.

Corporate expenses, excluding stock-based compensation, were $66.8 million in 2024 and $51.5 million in 2023 and $49.4 million in 2022.

Corporate expenses increased $15.3 million in 2024 compared to 2023, primarily due to higher compensation-related expenses, including salaries, commissions and severance, and higher professional fees, as a result of a management consulting project.

Corporate expenses increased $2.1 million in 2023 compared to 2022, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, partially offset by lower compensation-related expenses.

4 unchanged sentences

Receivables, less allowances of $20.6 in 2024 and $17.2 in 2023

305.3 287.6 6

Prepaid lease and transit franchise costs 4.0 4.5 (11)

21 unchanged sentences

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.

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

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, 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 preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current heightened levels of inflation and related economic environment if cash on hand and operating cash flows decrease in 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.

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 if cash on hand and operating cash flows

decrease in 2025, 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 $195.4 million as of December 31, 2023, compared to a working capital deficit of $161.2 million as of December 31, 2022, primarily driven by increased borrowings under the AR Facility and higher accrued lease and franchise costs, partially offset by lower bonus accruals.

Working capital was a deficit of $135.0 million as of December 31, 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, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement.

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”).

10 unchanged sentences

We expect our MTA equipment deployment costs to be approximately $35.0 million in 2025.

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 expect to substantially complete our initial deployment during 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 will decline now that we have substantially completed our initial deployment during 2024.

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

4 unchanged sentences

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

As of December 31, 2023, we have issued surety bonds in favor of

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

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

However, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of December 31, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to

change as equipment installations are completed and revenues are generated.

As indicated in the table below, we incurred $29.3 million related to MTA equipment deployment costs in 2024 (which includes equipment deployment costs related to future deployments), for a total of $608.9 million to date, of which $33.9 million had been recouped from incremental revenues to date.

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In the fourth quarter of 2024, 900 installations occurred, for a total of 6,548 installations occurring in 2024.

During the second quarter of 2023, we performed an analysis of the carrying value of our long-lived asset groups within our U.S.

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, and December 31, 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 each of the three months ended September 30, 2024, and December 31, 2024.

(See the “Critical Accounting Policies” section of this MD&A and Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements.)

Long-lived Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis 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

Year Ended December 31, 2024:

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

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

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4.625% senior unsecured notes, due 2030

Total senior unsecured notes 1,650.0 1,650.0

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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 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”).

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

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

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

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

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Accounts Receivable Securitization Facilities

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

As of December 31, 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 TRSs (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”).

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As of December 31, 2024, borrowing capacity remaining under the AR Facility was $140.0 million based on approximately $345.3 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 $0.2 million in 2023, $0.3 million in 2022 and immaterial in 2021.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.3 million in 2024, $0.2 million in 2023 and $0.3 million in 2022.

In January 2025, we made a repayment of $10.0 million under the AR Facility.

Senior Secured Notes

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

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

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

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

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

Prior to such date the Borrowers may redeem up to 40% of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the 2031 Notes will remain outstanding after the redemption.

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

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

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

Debt Covenants

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

As of December 31, 2023, our Consolidated Total Leverage Ratio was 5.3 to 1.0 in accordance with the Credit Agreement.

As of December 31, 2024, our Consolidated Total Leverage Ratio was 4.8 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 December 31, 2023, our Consolidated Net Secured Leverage Ratio was 2.0 to 1.0 in accordance with the Credit Agreement.

As of December 31, 2024, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

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

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

Special Dividend and Reverse Stock Split

We issued 4,074,770 shares of common stock on December 31, 2024, to our common stockholders to pay the common stock portion of the Company’s special dividend of $0.75 per share on our common stock payable on December 31, 2024 (the “Special Dividend”).

To offset the dilutive impact of the Special Dividend, on January 8, 2025, we announced a 1-for-1.024549 reverse stock split on our common stock, such that every common stockholder would receive one share of common stock for every 1.024549 shares

of common stock held by such common stockholder outstanding as of January 17, 2025 (the “Reverse Stock Split”).

The Reverse Stock Split took effect on January 17, 2025.

As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock as of January 17, 2025, was reduced from 170,061,181 to 165,986,229, which is substantially similar to the outstanding shares of common stock prior to the Special Dividend.

The Company’s authorized shares of common stock and par value of each share of common stock remained unchanged.

The following table sets forth our cash flows in 2024 and 2023.

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Net cash flow provided by operating activities $ 299.2 $ 254.2 18 %

Net cash flow used for investing activities (107.5) (449.5) (76)

Net cash flow provided by (used for) investing activities 207.5 (107.5) *

Net cash flow used for financing activities (495.4) (151.5) *

Effect of exchange rate changes on cash and cash equivalents (0.4) 0.4 *

Net decrease to cash, cash equivalents and restricted cash $ (4.4) $ (384.4) (99)

Net increase (decrease) to cash, cash equivalents and restricted cash $ 10.9 $ (4.4) *

* Calculation is not meaningful.

Cash provided by operating activities increased $0.1 million in 2023 compared to 2022, due primarily to a decrease in prepaid MTA equipment deployment costs, partially offset by lower net income in 2023 compared to 2022, due to increased operating and SG&A expenses, and higher interest expense.

In 2023, we paid net cash of $44.4 million related to MTA equipment deployment costs and installed 5,544 digital displays.

In 2022, we paid $79.8 million related to MTA equipment deployment costs and installed 3,061 digital displays.

Cash used for investing activities decreased $342.0 million, or 76%, in 2023 compared to 2022, due primarily to lower cash paid for acquisitions and higher cash received from dispositions.

Cash provided by operating activities increased $45.0 million in 2024 compared to 2023, due primarily to decrease in prepaid MTA equipment deployment costs, the timing of receivables and a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024 related to prior year performance and higher net income, partially offset by the timing of receivables.

Cash provided by investing activities was $207.5 million in 2024 compared to Cash used for investing activities of $107.5 million in 2023, due primarily to an increase in proceeds from dispositions of $305.2 million, primarily related to the Transaction, as well as lower cash paid for acquisitions and capital expenditures.

The following table presents our capital expenditures in 2024 and 2023.

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Growth $ 56.4 $ 56.6 — %

21.7 30.2 (28)

Total capital expenditures $ 78.1 $ 86.8 (10)

Capital expenditures decreased $3.0 million, or 3%, in 2023 compared to 2022, primarily due to the timing of payments related to growth in digital displays and lower spending on safety-related projects, partially offset by higher spending related to the renovation of certain office facilities.

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

Capital expenditures decreased $8.7 million, or 10%, in 2024 compared to 2023, 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 and increased maintenance spending for billboard display upgrades.

For the full year of 2025, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for new and replacement 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 decreased $36.5 million, or 19%, in 2023 compared to 2022.

In 2023, drew $35.0 million of net borrowings under the AR Facility, received net proceeds of $50.0 million related to the offering of the 2031 Notes and the redemption of the 2025 Notes, and paid total cash dividends of $207.0 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, as well as deferred financing costs related to the offering of the 2031 Notes and payment of debt extinguishment charges related to the redemption of the 2025 Notes.

In 2022, we drew $30.0 million of borrowings on the AR Facility and paid total cash dividends of $205.8 million on our common stock, the Series A Preferred Stock, and vested restricted share units granted to employees.

Cash used for financing activities increased by $343.9 million in 2024 compared to 2023.

In 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $55.0 million and paid total cash dividends of $208.4 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 2023, we drew $35.0 million of net borrowings on the AR Facility, received net proceeds of $50.0 million related to the offering of the 7.375% Senior Secured Notes due 2031 and the redemption of the 6.250% Senior Unsecured Notes due 2025, and paid total cash dividends of $207.0 million on our common stock, the Series A Preferred Stock, and vested restricted share units granted to employees.

Cash paid for income taxes was $11.5 million in 2024 and $6.7 million in 2023.

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

The increase was due primarily to income tax payments related to the Transaction.

Contractual Obligations

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Debt to the Consolidated Financial Statements.)

In 2024, we do not expect to contribute to our defined benefit pension plans.

(See Item 8., Note 14.

Retirement Benefits to the Consolidated Financial Statements.)

Off-Balance Sheet Arrangements

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We consider the following accounting policies 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.

summary of our significant accounting policies, see Item 8., Note 2.

For a summary of our significant accounting policies, see Item 8., Note 2.

Summary of Significant Accounting Policies to the Consolidated Financial Statements.

MTA Agreement

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

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

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

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

the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.

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

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

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

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

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

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

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

As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we currently do not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we did not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

As a result, in the second quarter of 2023, we reclassified $385.0 million of Prepaid MTA equipment deployment costs to Intangible Assets.

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

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

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

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

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

We will assess

these equipment deployment costs for impairment each period.

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

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

We evaluated our long-term MTA revenue projections as of year-end 2023, and we continue to believe that MTA transit revenue will grow by 5% to 10% throughout the remainder of the Amended Term of the MTA Agreement.

As a result, as of December 31, 2023, we continue to project negative aggregate cash flows of approximately $25.0 million through the remainder of the Amended Term of the MTA Agreement.

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

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

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

We assess these equipment deployment costs for impairment each period based on the assumptions and estimates described in this section and/or other factors that may arise.

As a result of our expectation of negative aggregate undiscounted cash flows related to the MTA in 2023, we recorded additional impairment charges of $12.1 million in the third quarter of 2023 and $11.0 million in the fourth quarter of 2023, for a total impairment charge related to the MTA asset group of $466.2 million during the year ended December 31, 2023.

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.

Our analysis performed as of September 30, 2024, and December 31, 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 and three months ended December 31, 2024.

The total impairment charge recorded during the year ended December 31, 2024 was $17.9 million.

Our current assumption related to revenue continues to be annual growth between 5% and 10% throughout the remainder of the Amended Term of the MTA Agreement.

We performed a sensitivity analysis on our MTA transit revenue assumptions, noting that a change in our annual revenue growth rate of 1% between 2025 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $50.0 million aggregate change in estimated cash flows.

We currently estimate we will spend between $30.0 million to $40.0 million annually on equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

We performed a sensitivity analysis on this assumption noting that a 10% change in our estimate of equipment deployment costs, holding all other assumptions constant, would result in an approximately $21.6 million aggregate change in estimated cash flows.

Based on the above, we currently expect positive aggregate cash flows on an undiscounted basis 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.

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

Actual results may differ from our assumptions.

There can be no assurance that these estimates and

assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.

We test goodwill qualitatively and/or quantitatively at the reporting-unit level annually for impairment as of October 31 of each year and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount.

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

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

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

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

Transit and Other reporting unit.

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

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

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

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

payments to the MTA during the extension period.

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

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

In the fourth quarter of 2023, we performed a qualitative assessment on our U.S.

Billboard and Canadian reporting units as the estimated fair value of those reporting units substantially exceeded carrying value and there were no factors indicating that it was more likely than not that those reporting units were impaired.

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

billboard reporting unit was $2,006.4 million and $22.9 million related to the Canada reporting unit was included in Assets Held for Sale on the Consolidated Statements of Financial Position.

During the first half of 2023, it was determined that our transit revenue recovery had stalled since our historical Transit reporting unit did not meet revenue expectations, and as of June 30, 2023, our pacing and outlook for the remainder of 2023 reflected a continued decline in transit revenues as compared to our 2023 forecast due to the underperformance across our transit business, including the MTA transit system.

As a result, we determined that there was a triggering event requiring an interim goodwill impairment analysis of our historical Transit reporting unit.

As a result of the impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our historical Transit reporting unit exceeded its fair value and we recorded an impairment charge of $47.6 million in the Consolidated Statements of Operations, representing the entire goodwill balance associated with the reporting unit.

As a result of impairment charges recorded in 2023 and the sale of the Canadian Business in the Transaction, the only reporting unit with a goodwill balance is our Billboard reporting unit.

In the fourth quarter of 2024, we performed a qualitative assessment on our Billboard reporting unit as the estimated fair value of the reporting unit substantially exceeded carrying value and there were no factors indicating that it was more likely than not that the reporting unit was impaired.

As of December 31, 2024, the goodwill balances associated with the Billboard reporting unit was $2.0 billion on the Consolidated Statements of Financial Position.

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

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

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

As a result, we determined that there was a triggering event requiring an impairment analysis of the assets groups within our U.S.

Transit and Other reporting unit.

We performed an analysis of the carrying value of our long-lived asset groups, utilizing undiscounted cash flows, and determined that they were not fully

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

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, and December 31, 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 and December 31, 2024.

In 2023, we recorded impairment charges of $486.8 million, primarily representing $466.2 million of impairment charges related to our MTA asset group.

(See the “Critical Accounting Policies:

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

What changed 10-K

Item 7. Management’s Discussion and Analysis