What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-22 · 868 added, 412 removed, 918 unchanged (58% of the section changed)

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We have audited the accompanying consolidated statements of financial position of OUTFRONT Media Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable noncontrolling interests, preferred stock and equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

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

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Recoverability of Prepaid MTA Equipment Deployment Costs

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

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

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

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

The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as prepaid MTA equipment deployment costs on the consolidated statement of financial position and charged to operating expenses as advertising revenue is generated.

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

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

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

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

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

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

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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

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

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

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

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

Long-Lived Asset Interim Impairment Assessment - MTA Asset Group

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

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

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

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

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

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

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

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

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

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

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

and (iii) the audit effort involved in the use of professionals with specialized skill and knowledge.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Revenue Recognition – US Billboard and US Transit

As described in Notes 2 and 12 to the consolidated financial statements, for the year ended December 31, 2024, the Company’s total revenue was $1,830.9 million, of which US Billboard and US Transit revenue were $1,409.3 million and $383.8 million, respectively.

Billboard display revenues are derived from providing advertising space to customers on physical billboards or other outdoor structures.

Billboard display revenues and installation services generated from traditional contracts are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term.

Transit display revenues are derived from agreements with municipalities and transit operators, which entitle the Company to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks and transit platforms.

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

The principal considerations for our determination that performing procedures relating to US Billboard and US Transit revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to contractual arrangements and delivery of customer advertising copy to displays.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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

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

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

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

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

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

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

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

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

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over US billboard and US transit revenue recognized for displays.

These procedures also included, among others, (i) evaluating the appropriateness of the application of the Company’s accounting policies to US billboard and US transit revenue transactions;

(ii) testing a sample of revenue transactions by obtaining and inspecting contractual arrangements and evaluating the appropriateness of the revenue recognized based on the terms of each arrangement;

and (iii) obtaining and inspecting, for a sample of revenue transactions, source documents to support the delivery of customer advertising copy to displays.

/s/ PricewaterhouseCoopers LLP

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Operating lease assets (Note 5) 1,503.8 1,591.9

Prepaid MTA equipment deployment costs (Note 17) — 363.2

Assets held for sale (Note 13) — 214.3

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Long-term debt, net (Note 8) 2,482.5 2,676.5

Deferred income tax liabilities, net (Note 15) — 15.2

Asset retirement obligation (Note 6) 33.9 33.0

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Commitments and contingencies (Note 18)

Redeemable noncontrolling interests (Notes 9 and 20) 13.6 31.3

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

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Total stockholders’ equity 649.0 577.3

Non-controlling interests 3.3 4.0

Total equity 730.1 1,349.2

Noncontrolling interests 1.6 1.7

Total liabilities and equity $ 5,215.2 $ 5,582.9

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(in millions, except per share amounts) 2024 2023 2022

Billboard $ 1,444.9 $ 1,384.7 $ 1,182.3

Transit and other 375.7 387.4 281.6

Total revenues 1,820.6 1,772.1 1,463.9

Revenues $ 1,830.9 $ 1,820.6 $ 1,772.1

Operating 949.0 963.1 916.6

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Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 269.1 ( 419.4 ) 150.5

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

Provision for income taxes ( 11.0 ) ( 4.0 ) ( 9.4 )

Equity in earnings of investee companies, net of tax 0.6 ( 1.1 ) 2.8

Net income (loss) before allocation to non-controlling interests ( 429.7 ) 149.1 36.4

Net income attributable to non-controlling interests 0.7 1.2 0.8

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests 258.7 ( 424.5 ) 143.9

Net income attributable to redeemable and non-redeemable noncontrolling interests 0.5 0.7 1.2

Net income (loss) attributable to OUTFRONT Media Inc.

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(in millions) 2024 2023 2022

Net income (loss) before allocation to non-controlling interests $ ( 429.7 ) $ 149.1 $ 36.4

Net income attributable to non-controlling interests 0.7 1.2 0.8

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests $ 258.7 $ ( 424.5 ) $ 143.9

Net income attributable to redeemable and non-redeemable noncontrolling interests 0.5 0.7 1.2

Net income (loss) attributable to OUTFRONT Media Inc.

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Cumulative translation adjustments ( 4.0 ) 3.1 ( 7.9 )

Write-off of currency translation losses related to a disposition 10.1 — —

Net actuarial gain 0.2 0.2 2.8

Write off of net actuarial gain related to a disposition ( 0.6 ) — —

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

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OUTFRONT Media Inc.

Consolidated Statements of Equity

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity

Stockholders’ Equity

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

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

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

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

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

Balance as of December 31, 2021

$ 24.3 0.4 $ 383.4 142.1 $ 1.5 $ 2,097.2 $ ( 1,122.0 ) $ ( 4.4 ) $ 972.3 $ 10.5

Net income 1.2 — — — — — 142.7 — 142.7 —

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

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

Stock-based payments:

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Class A equity interest redemptions — — — 0.4 — 8.6 — — 8.6 ( 8.6 )

Series A Preferred Stock Conversions — ( 0.3 ) ( 266.8 ) 17.0 0.1 266.7 — — 266.8 —

Series A Preferred Stock dividends ( 7 %)

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— — — — — — ( 197.3 ) — ( 197.3 ) —

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

Other ( 1.5 ) — — — — — — ( 0.1 )

Balance as of December 31, 2022

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

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

27.2 0.1 119.8 160.3 1.6 2,391.3 ( 1,188.6 ) ( 9.1 ) 1,195.2 1.8

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

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

Stock-based payments:

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Shares paid for tax withholding for stock-based payments — — — ( 0.8 ) — ( 12.5 ) — — ( 12.5 ) —

Class A equity interest redemptions — — 0.4 — 8.6 — — 8.6 ( 8.6 ) —

Series A Preferred Stock Conversions ( 0.3 ) ( 266.8 ) 17.4 0.1 266.7 — — 266.8 — —

Series A Preferred Stock dividends ( 7 %)

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— — — — — — ( 198.5 ) — ( 198.5 ) —

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

Other ( 1.3 ) — — — — — — — — ( 0.1 )

Balance as of December 31, 2023

31.3 0.1 $ 119.8 161.1 $ 1.7 $ 2,402.5 $ ( 1,821.1 ) $ ( 5.8 ) $ 577.3 $ 1.7

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

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

Stockholders’ Equity

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

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

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

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

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

Balance as of December 31, 2023

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

$ 31.3 0.1 $ 119.8 161.1 $ 1.7 $ 2,402.5 $ ( 1,821.1 ) $ ( 5.8 ) $ 577.3 $ 1.7

Net income 0.5 — — — — — 258.2 — 258.2 —

Other comprehensive income — — — — — — — 5.7 5.7 —

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Shares paid for tax withholding for stock-based payments — — ( 0.6 ) — ( 7.8 ) — — ( 7.8 ) —

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

Series A Preferred Stock dividends ( 7 %)

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— — — 4.0 — 74.7 ( 274.5 ) — ( 199.8 ) —

Adjustment to redeemable value of noncontrolling interests 6.9 — — — — ( 6.9 ) — — ( 6.9 ) —

Other ( 0.5 ) — — — — — — — — ( 0.1 )

Balance as of December 31, 2024

$ 13.6 0.1 $ 119.8 166.0 $ 1.7 $ 2,493.6 $ ( 1,846.2 ) $ ( 0.1 ) $ 649.0 $ 1.6

See accompanying notes to consolidated financial statements.

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

Net income attributable to non-controlling interests 0.7 1.2 0.8

Net income attributable to redeemable and non-redeemable noncontrolling interests 0.5 0.7 1.2

Depreciation and amortization 151.5 160.5 150.7

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Stock-based compensation 30.8 28.4 33.8

Provision (recovery) for doubtful accounts 5.8 4.9 ( 4.0 )

Provision for doubtful accounts 5.7 5.8 4.9

Accretion expense 2.9 3.1 2.8

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Distributions from investee companies 1.1 1.0 1.9

Amortization of deferred financing costs and debt discount and premium 6.7 6.5 7.1

Amortization of deferred financing costs and debt discount 6.1 6.7 6.5

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

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Increase (decrease) in income taxes 0.7 ( 2.6 ) 1.3

Decrease in assets and liabilities held for sale, net ( 2.1 ) — —

Other, net ( 0.5 ) ( 4.7 ) 0.8

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Investment in investee companies ( 1.2 ) — ( 0.3 )

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

Return of investment in investee companies 0.7 — —

Net cash flow provided by (used for) investing activities 207.5 ( 107.5 ) ( 449.5 )

Financing activities:

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Taxes withheld for stock-based compensation ( 7.8 ) ( 12.5 ) ( 11.8 )

Purchase of redeemable noncontrolling interest ( 23.9 ) — —

Dividends ( 208.4 ) ( 207.0 ) ( 205.8 )

Other — — ( 3.7 )

Net cash flow used for financing activities ( 495.4 ) ( 151.5 ) ( 188.0 )

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

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

Net increase (decrease) in cash, cash equivalents and restricted cash 10.9 ( 4.4 ) ( 384.4 )

Cash, cash equivalents and restricted cash at beginning of year 36.0 40.4 424.8

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OUTFRONT Media Inc.

(the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) 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.

Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.

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and approximately 120 markets across the U.S.

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.

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”).

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 through the date of sale.

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

(See Note 13.

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

Out-of-Period Adjustment

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

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

On January 17, 2025, the Company effected a Reverse Stock Split (as defined below) of the Company’s common stock (see Note 11.

All shares of the Company’s common stock and per-share data included in these consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

Revision of Previously Issued Financial Information

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

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

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

99 and SAB No.

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

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

Accordingly, we have revised our previously issued financial information.

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

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

(See Note 20.

Revised Consolidated Financial Information .)

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

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

99 and SAB No.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

financial statements.

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

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

(See Note 20.

Revised Consolidated Financial Information .)

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

Summary of Significant Accounting Policies

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Intercompany transactions have been eliminated.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Cash and Cash Equivalents —Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments.

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Construction in progress includes all costs capitalized related to projects, primarily related to in-process digital conversion and development, which have yet to be placed in service.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Business Combinations and Asset Acquisitions —We routinely acquire out-of-home advertising assets, including advertising structures, permits and leasehold agreements.

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

discounted cash flow model.

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

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

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We do not separate lease and non-lease components from contracts.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Many of our leases include one or more options to renew, with renewal terms that can extend the lease term for varying lengths of time.

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We rent or sublease certain real estate to third parties.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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The interest rate swaps were designated and qualified as cash flow hedges and, as a result, changes in the fair value of the swaps were recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income.

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

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

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

Revenue Recognition —We derive Revenues from the following sources:

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We generally (i) own the physical structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon, and (iii) lease the underlying sites.

Billboard display revenues and installation services are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term.

Transit display revenues are derived from agreements with municipalities and transit operators, which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks and transit platforms.

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Installation services are highly interdependent with the provision of advertising space, and therefore the installation and display of advertising is recognized as a single performance obligation.

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.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

Other revenues are derived primarily from providing print production services for advertisements to be displayed on our billboards or other outdoor sites, or on displays that we operate within transit systems.

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Production revenue is recognized over the production period, which is typically very short in duration.

Our billboard display and transit display contracts with customers range from four weeks to one year and billing commences at the beginning of the contract term, with payment generally due within 30 days of billing.

Our traditional billboard display and transit display contracts with customers range from four weeks to one year and billing commences at the beginning of the contract term, with payment generally due within 30 days of billing.

For the majority of our contracts, transaction prices are explicitly stated.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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Foreign currency transaction gains and losses are included in Other income (loss), net, on the Consolidated Statements of Operations.

Income Taxes —As a REIT, We generally will not be subject to U.S.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Income Taxes —As a REIT, we generally will not be subject to federal, state and local income tax on our REIT taxable income that we distribute to our stockholders.

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

As such, the taxable income of our TRSs will be subject to federal, state and foreign income taxation at regular corporate rates.

As such, the taxable income of our TRSs will be subject to federal, state and local income taxation at regular corporate rates.

Income taxes are accounted for under the asset and liability method of accounting.

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Asset Retirement Obligation —An asset retirement obligation is established for the estimated future obligation, upon termination or non-renewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition.

These obligations are recorded at their present value in the period in which the liability is incurred and are capitalized as part of the related assets’ carrying value.

These obligations are recorded at their present value in the period in which the liability is incurred and are initially recorded as part of the related assets’ carrying value.

Accretion of the liability is recognized in selling, general and administrative expenses and the capitalized cost is depreciated over the expected useful life of the related asset.

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Adoption of New Accounting Standards

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

contract liabilities acquired in a business combination.

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

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

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

In March 2020 and December 2022, the FASB issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met.

The guidance is effective for all entities as of March 12, 2020, through December 31, 2024.

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

In the fourth quarter of 2024, we adopted the FASB’s guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

(See Note 19.

Segment Information .)

Recent Pronouncements

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

In November 2024 and January 2025, the FASB issued guidance to improve disclosure of expenses by providing more detailed information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements.

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

Early adoption is permitted.

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

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

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Property and Equipment, Net

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As of December 31,

(in millions) 2023 (a)

(in millions) 2024 2023

Land $ 110.2 $ 110.1

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Property and equipment, net $ 648.9 $ 657.8

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Depreciation expense was $ 79.5 million in 2024, $ 79.3 million in 2023 and $ 77.4 million in 2022.

Long-Lived Assets

By the end of the first half of 2023, our U.S.

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

As a result, in the second quarter of 2023, we determined that there was a decline in the long-term outlook for our U.S.

Transit and Other reporting unit constituting a triggering event, which required an interim impairment analysis of goodwill and long-lived assets.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

For the years ended December 31, 2024 and 2023, the changes in the book value of goodwill by segment were as follows:

(in millions) U.S.

Media Other Total

As of December 31, 2021 $ 2,054.0 $ 23.8 $ 2,077.8

Currency translation adjustments — ( 1.4 ) ( 1.4 )

(in millions) Billboard Transit Other Total

As of December 31, 2022 $ 2,006.4 $ 47.6 $ 22.4 $ 2,076.4

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

As of December 31, 2024 $ 2,006.4 $ — $ — $ 2,006.4

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

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Canadian Business .)

The estimated fair value of our U.S.

Transit and Other reporting unit exceeded its carrying value by 28 % as of December 31, 2022, based on our goodwill impairment assessment in the prior year.

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

Transit and Other reporting unit exceeded its fair value and we recorded an impairment charge of $ 47.6 million in the Consolidated Statements of Operations.

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

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

billboard reporting unit.

As a result of an 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.

In the fourth quarter of 2024, we performed a qualitative assessment of our Billboard reporting unit for possible goodwill impairment and no additional goodwill impairment was identified.

Intangible Assets

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Our identifiable intangible assets consist of the following:

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Other intangible assets 19.5 ( 9.8 ) — 9.7

Total intangible assets (b)

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

Total intangible assets $ 2,444.2 $ ( 1,306.4 ) $ ( 485.8 ) $ 652.0

As of December 31, 2023:

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

Franchise agreements 533.2 ( 418.6 ) — 114.6

Franchise agreements (a)

934.8 ( 426.4 ) ( 467.9 ) 40.5

Other intangible assets 19.5 ( 6.3 ) — 13.2

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(a) We reclassified all Prepaid MTA equipment deployment costs (see Note 18.

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

Transit and Other reporting unit.

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

(See Note 12.

Acquisitions and Dispositions :

Disposition s:

Canadian Business.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

Commitments and Contingencies ) and recorded impairments in the second, third and fourth quarters of 2023, as well as the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.

In 2024, we acquired 21 displays, resulting in amortizable intangible assets for permits and leasehold agreements, and other intangible assets of $ 16.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 18.1 years.

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

Amortization expense was $ 72.0 million in 2024, $ 81.2 million in 2023 and $ 73.3 million in 2022.

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

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

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

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

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

We expect our aggregate annual amortization expense for intangible assets for each of the years 2025 through 2029, to be as follows:

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Amortization expense $ 67.5 $ 62.9 $ 58.1 $ 53.9 $ 50.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table presents our operating lease assets and liabilities:

(in millions, except years and percentages) December 31, 2024 December 31, 2023

Operating lease assets (a)

$ 1,591.9 $ 1,562.6

Short-term operating lease liabilities (a)

Non-current operating lease liabilities (a)

1,417.4 1,369.0

Operating lease assets $ 1,503.8 $ 1,591.9

Short-term operating lease liabilities 168.7 180.9

Non-current operating lease liabilities 1,351.8 1,417.4

Weighted-average remaining lease term 10.8 years 10.9 years

Weighted-average discount rate 6.4 % 6.2 %

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

(See Note 12.

Acquisitions and Dispositions :

Disposition s:

Canadian Business.

The components of our lease expenses were as follows:

Year Ended December 31,

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Leased assets obtained in exchange for new operating lease liabilities 193.9 397.2 285.1

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

Description of Business and Basis of Presentation ).

In 2024, 2023 and 2022, sublease income related to office properties was immaterial.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2024, minimum rental payments under operating leases are as follows:

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Interest 690.0

Present value of lease liabilities (a)

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Present value of lease liabilities $ 1,520.5

We recorded rental income of $ 1,336.9 million in 2024, $ 1,349.3 million in 2023 and $ 1,321.1 million in 2022 in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2024, rental payments to be received under non-cancellable operating leases are as follows:

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2030 and thereafter 10.1

Total minimum payments (a)

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Total minimum payments $ 574.9

Asset Retirement Obligation

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Additions 0.3 0.2

Liabilities settled (a)

( 8.2 ) ( 1.9 )

Liabilities settled ( 2.1 ) ( 8.2 )

Foreign currency translation adjustments ( 0.2 ) 0.1

Balance, at end of period $ 33.9 $ 33.0

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .

Related Party Transactions

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As of December 31, 2024, operating lease assets related to the Billboard Agreement were $ 85.0 million , current operating lease liabilities related to the Billboard Agreement were $ 4.2 million and non-current operating lease liabilities related to the Billboard Agreement were $ 88.9 million , and are included in Operating lease assets , current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

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

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

Billboard revenues related to the Billboard Agreement were $ 10.6 million in 2024, $ 11.4 million in 2023 and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

expenses related to the Billboard Agreement were $ 11.5 million in each of 2024 and 2023 and recorded in Operating expenses on the Consolidated Statement of Operations.

Joint Ventures

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

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

All of these ventures are accounted for as equity investments.

These investments totaled $ 8.6 million as of December 31, 2024, and $ 8.2 million as of December 31, 2023, and are included in Other assets on the Consolidated Statements of Financial Position.

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

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

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 4.2 million in 2024, $ 4.9 million in 2023 and $ 8.6 million in 2022.

Debt, net, consists of the following:

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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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Weighted average cost of debt 5.4 % 5.7 %

Payments Due by Period

(in millions) 2025 2026 2027 2028 2029 2030 and Thereafter Total

Long-term debt $ — $ 400.0 $ 650.0 $ — $ 500.0 $ 950.0 $ 2,500.0

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1 % per annum as of December 31, 2024.

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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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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As of December 31, 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

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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

Senior Secured Notes

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

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

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

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

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

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

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

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

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

Debt Covenants

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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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We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1;

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

Redeemable Noncontrolling Interests

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

Fair Value .)

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Accumulated Other Comprehensive Loss

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As of December 31, 2021 $ ( 1.3 ) $ ( 2.7 ) $ ( 0.4 ) $ ( 4.4 )

Other comprehensive income before reclassifications — 7.9 5.2 13.1

Amortization of actuarial losses reclassified to net income (a)

Total other comprehensive income, net of tax — 8.4 5.2 13.6

As of December 31, 2021 ( 1.3 ) ( 2.7 ) ( 0.4 ) ( 4.4 )

Other comprehensive income (loss) before reclassifications ( 7.9 ) 2.8 0.4 ( 4.7 )

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

Reclassification of accumulated comprehensive income (loss) related to a disposition 6.1 ( 0.6 ) — 5.5

Amortization of actuarial losses reclassified to net income (a)

Total other comprehensive income (loss), net of tax 6.1 ( 0.4 ) — 5.7

As of December 31, 2024 $ — $ ( 0.1 ) $ — $ ( 0.1 )

(a) See Note 15.

Retirement Benefits to the Consolidated Financial Statements for additional details of items reclassified from accumulated other comprehensive loss to net income.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax provision of $ 1.0 million in 2022 and $ 2.9 million in 2021.

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

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax provision of $ 1.0 million in 2022.

There was no tax provision or benefit related to net actuarial gain (loss) included in other comprehensive income in 2024 and 2023.

As of December 31, 2024, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

together with the dividends or distributions during the 12 -month period immediately preceding such dividend or distribution, is not in excess of 5 % of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12 -month period.

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

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

The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $ 16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles.

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

Subject to certain conditions set forth in the Articles (including a change of control), each of the

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During 2024, we paid cash dividends of $ 8.8 million on the Series A Preferred Stock.

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

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.

All shares of the Company’s common stock included in these Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

On February 25, 2025 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on March 31, 2025 , to stockholders of record at the close of business on March 7, 2025 .

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Other 39.2 31.1 29.4

Total transit revenues 369.5 381.1 278.0

Transit revenues 390.6 369.5 381.1

Other 2.9 6.2 6.3

Transit and other revenues 375.7 387.4 281.6

Total revenues $ 1,830.9 $ 1,820.6 $ 1,772.1

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Rental income was $ 1,336.9 million in 2024, $ 1,349.3 million in 2023 and $ 1,321.1 million in 2022, and is recorded in Revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:

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

Transit and other 352.6 365.1 265.9

Transit 383.8 352.6 365.1

Other 2.9 6.2 6.3

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We completed several asset acquisitions for a total purchase price of approximately $ 19.5 million in 2024, $ 33.7 million in 2023 and $ 353.9 million in 2022.

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

Long-lived Assets :

Intangible Assets ).

In the second quarter of 2022, we completed the acquisition of approximately 950 billboard displays, including 21 digital displays, as well as certain business assets, in Portland, Oregon, and Clark County, Washington, from Pacific Outdoor Advertising, L.L.C., for $ 185.0 million, subject to closing and post-closing adjustments, using cash on hand.

Canadian Business

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

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

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

On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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

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

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

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

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

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

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

In connection with the Transaction, the assets of our outdoor advertising business in Canada had been classified as Assets held for sale on the Consolidated Statement of Financial Position as of December 31, 2023.

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

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

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

(in millions) As of

June 7, 2024 As of

December 31, 2023

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stock-Based Compensation

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

Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”) to, among other things, increase the number of shares of our common stock reserved for issuance under our prior plan by 6,475,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 19,575,000 shares of our common stock.

Under the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 19,575,000 shares of our common stock reserved for issuance.

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

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Compensation expense is recorded based on the probable outcome of the performance condition.

On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met.

On an annual basis, our board

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met.

Forfeitures of RSUs are recorded as incurred.

Adjustments are made to compensation expense based on actual forfeitures.

In the first quarter of 2021, the Company granted one-time equity award grants to our executive officers.

The grant values of the one-time RSU awards were equal to 100 % of each executive officer’s current base salary, and comprised of 60 % PRSUs, which contain a market and service condition, and 40 % time-based RSUs, which only contain a service condition.

The PRSU market condition will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S.

Media and Entertainment Index as of January 1, 2021, measured over a 2 -year performance period, with the number of PRSUs eligible to vest ranging from 0 % to 200 % of target based on a percentile ranking of the Company’s relative TSR.

Subject to the market condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date.

A Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

The following table summarizes our stock-based compensation expense for 2024, 2023 and 2022.

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As of December 31, 2024, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 24.8 million, which is expected to be recognized over a weighted average period of 1.7 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

RSUs and PRSUs

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Retirement Benefits

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

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

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

The benefits for the pension plan in Canada were based primarily on an employee’s years of service and an average of the employee’s highest five years of earnings.

During 2024, we sponsored two defined benefit pension plans covering specific groups of employees in Canada and the U.S.

On June 7, 2024, we completed the sale of the Canadian Business in the Transaction, which included the Outfront Media Canada LP pension plan (the “Plan”).

Prior to the Transaction, the benefits for the pension plan in Canada were based primarily on an employee’s years of service and an average of the employee’s highest five years of earnings.

Participating employees in the pension plan in Canada were vested after two years of service or immediately, depending on the province of their employment.

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

Prior to the Transaction, we funded the pension plan in Canada in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The pension plan in the U.S.

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is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended.

The benefit obligation, fair value of plan assets, net periodic pension costs and activity within these balances as of and for the year ended December 31, 2024, related to the pension plan in the U.S.

and activity for the Canada pension plan prior to the Transaction, are immaterial.

The tables below represent the balances and activity related to both the Canadian and U.S.

pension plans for prior periods.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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Benefit obligation, beginning of year $ 47.0 $ 65.3

Service cost — — 0.1

Interest cost 2.1 1.9

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The following table sets forth the change in plan assets for our pension plans.

As of December 31,

(in millions) 2023

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The unfunded status of pension benefit obligations and the related amounts recognized on the Consolidated Statement of Financial Position were as follows:

As of December 31,

(in millions) 2023

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Assets held for sale 10.4

Other assets — 8.5

Other liabilities ( 0.5 )

Net amounts recognized 9.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following amounts were recognized in accumulated other comprehensive loss on the Consolidated Statement of Financial Position.

As of December 31,

(in millions) 2023

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Net amount recognized in accumulated other comprehensive income $ 0.3

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

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

As of December 31,

(in millions) 2023

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(in millions) 2023 2022

Service cost $ — $ — $ 0.1

Interest cost 2.1 1.9

Expected return on plan assets ( 2.6 ) ( 2.8 )

Amortization of actuarial losses (a)

Settlement gain ( 0.5 ) —

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

(in millions) Year Ended December 31, 2023

Actuarial gain $ 0.7

Settlement cost ( 0.5 )

Recognized in other comprehensive income, net of tax $ 0.2

(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

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

As of and for the Year Ended December 31,

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

Our plan assets are included in a trust in Canada and a trust in the U.S.

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

Our plan assets are included in a trust in the U.S.

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

These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value.

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Total assets $ 37.1

As of December 31, 2022

(in millions) Level 1 Level 2 Level 3 Total

Fixed income securities:

Corporate bonds (a)

$ 0.5 $ — $ — $ 0.5

Equity securities :

equity 0.7 — — 0.7

International equity 0.3 — — 0.3

Insurance contracts — — 22.0 22.0

Total assets in fair value hierarchy $ 1.5 $ — $ 22.0 $ 23.5

Common collective funds measured at net asset value 32.0

Total assets $ 55.5

(a) Securities of diverse industries, substantially all investment grade.

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Settlement (a)

Payments — ( 1.9 )

Actuarial loss — ( 4.6 )

Interest income — 0.8

Cumulative translation adjustments — ( 1.7 )

End of year $ —

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

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

generational projected using mortality improvement scale CPM-B.

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

Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments.

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The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices.

Future Benefit Payments

(in millions) 2024 2025 2026 2027 2028 2029-2033

Estimated future benefit payments for pension plans

0.9 0.8 1.0 1.1 1.4 8.1

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

Estimated future benefit payments for pension plans and expected contributions to our defined benefit pension plan in the U.S.

are estimated to be immaterial.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Multi-Employer Pension and Postretirement Benefit Plans

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Investments in joint ventures ( 6.3 ) 5.5 9.9

Gain from sale of Canada ( 70.7 ) — —

Executive compensation 9.2 11.2 9.4

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$ 281.1 $ 169.1 $ 208.2

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

transit business (see Note 4.

(a) Impairment charges related to our Transit business (see Note 4.

Long-Lived Assets) .

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1.2 0.1 ( 4.7 )

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

Provision for income taxes $ ( 11.0 ) $ ( 4.0 ) $ ( 9.4 )

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

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Other, net ( 2.5 ) ( 4.8 ) ( 9.2 )

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

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

transit business ( see Note 4.

Provision for income taxes $ ( 11.0 ) $ ( 4.0 ) $ ( 9.4 )

(a) Primarily a permanent book/tax difference for impairment charges related to our Transit business (see Note 4.

Long-Lived Assets) .

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As of December 31, 2024, we had federal, state and local net operating loss carryforwards of $ 21.3 million.

These losses can be carried forward indefinitely for federal tax purposes but are subject to certain state and local utilization limitations.

Our undistributed earnings of foreign subsidiaries not includable in our federal income tax returns that could be subject to additional income taxes if remitted was approximately $ 4.4 million as of December 31, 2023, and $ 2.3 million as of December 31, 2022.

No provision was recorded for taxes that could result from the remittance of such undistributed earnings since we intend to declare dividends to our shareholders in an amount sufficient to offset such distributions and intend to reinvest the remainder outside of the U.S.

indefinitely.

The determination of the unrecognized U.S.

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

These losses can be carried forward indefinitely for federal tax purposes but are subject to certain federal, state and local utilization limitations.

As of December 31, 2024, there are no undistributed earnings of foreign subsidiaries due to the sale of the Canadian Business in the Transaction.

All undistributed earnings of foreign subsidiaries prior to the Transaction were distributed to our stockholders in 2024.

The reserve for uncertain tax positions of $ 0.4 million as of December 31, 2024, includes $ 0.2 million which would affect our effective income tax rate if recognized in future years.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We are subject to taxation in the U.S.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Earnings Per Share (“EPS”)

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(in millions) 2024 2023 2022

Net income (loss) available for common stockholders $ ( 430.4 ) $ 147.9 $ 35.6

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

$ 258.2 $ ( 425.2 ) $ 142.7

Distributions to holders of Series A Preferred Stock 8.8 8.8 12.0

Distributions to holders of Class A equity interests of a subsidiary — — 0.1

Net income (loss) available for common stockholders, basic and diluted $ ( 439.2 ) $ 135.8 $ 7.5

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

$ 249.4 $ ( 434.0 ) $ 130.6

Weighted average shares for basic EPS 161.9 161.0 157.2

Dilutive potential shares from grants of RSUs, PRSUs and stock options (a)

Weighted average shares for diluted EPS (a)(b)(c)

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

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

Weighted average shares for diluted EPS (c)(d)(e)

170.8 161.0 157.9

(a) The potential impact of an aggregate 1.8 million granted RSUs, PRSUs and stock options for 2023, 0.7 million granted RSUs, PRSUs and stock options for 2022 and 0.1 million granted RSUs, PRSUs and stock options for 2021 was antidilutive.

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

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

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

(b) For 2023 and 2022, Net income (loss) available for common stockholders for the calculation of both basic and diluted EPS.

For 2024, Net income (loss) available for common stockholders for the calculation of basic EPS.

(c) The potential impact of an aggregate 1.8 million granted RSUs and PRSUs for 2023 and 0.7 million granted RSUs and PRSUs for 2022 was antidilutive.

The potential impact of granted RSUs and PRSUs for 2024 was immaterial.

(d) The potential impact of 7.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2023 and 10.6 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2022 was antidilutive.

(e) The potential impact of 0.1 million shares of Class A equity interests of a subsidiary of the Company that controlled the Canadian Business in 2022 was antidilutive.

Commitments and Contingencies

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2030 and thereafter 286.4

Total minimum payments (a)

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Total minimum payments $ 1,396.7

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed upon by us and the MTA (as amended, the “MTA Agreement”):

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• 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”).

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

We did not recoup any equipment deployment costs in 2023 and we do not expect to recoup any equipment deployment costs in 2024.

We did not recoup any equipment deployment costs in 2024.

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

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

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

OUTFRONT Media Inc.

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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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Segment Information

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 .

We have identified our Chief Executive Officer as the chief operating decision maker for purposes of determining segments.

We currently manage our operations through two reportable operating segments—(1) Billboard, which provides advertising space on billboard advertising structures and sites in the U.S., and (2) Transit , which provides advertising space on transit advertising displays operating under exclusive multi-year contracts with municipalities in large cities across the U.S.

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other through the date of sale.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables set forth our financial performance by segment.

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

Adjusted OIBDA margin is a secondary measure utilized to measure performance of our operating segments.

Our chief operating decision maker utilized Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance.

We believe these measures highlight operational trends and provide an important perspective on operational performance across periods.

Year Ended December 31,

(in millions) 2024 2023 2022

Media $ 1,722.3 $ 1,673.9 $ 1,382.0

Other 98.3 98.2 81.9

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

Billboard revenues

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

Billboard property lease (a)

( 472.3 ) ( 477.3 ) ( 436.1 )

Posting, maintenance and other (a)

( 148.4 ) ( 134.9 ) ( 132.5 )

Significant Billboard segment operating expenses (a)

( 620.7 ) ( 612.2 ) ( 568.6 )

Significant Billboard segment selling, general and administrative (b)

( 268.1 ) ( 256.9 ) ( 248.0 )

Billboard Adjusted OIBDA

$ 520.5 $ 500.6 $ 492.2

Billboard Adjusted OIBDA margin

36.9 % 36.5 % 37.6 %

Transit revenues

$ 383.8 $ 352.6 $ 365.1

Transit franchise (a)

( 236.3 ) ( 235.6 ) ( 230.5 )

Posting, maintenance and other (a)

( 68.2 ) ( 62.4 ) ( 62.5 )

Significant Transit segment operating expenses (a)

( 304.5 ) ( 298.0 ) ( 293.0 )

Significant Transit segment selling, general and administrative (b)

( 71.0 ) ( 70.6 ) ( 68.3 )

Transit Adjusted OIBDA

$ 8.3 $ ( 16.0 ) $ 3.8

Transit Adjusted OIBDA margin

2.2 % ( 4.5 ) % 1.0 %

Total Segments:

Segment Revenues $ 1,793.1 $ 1,722.3 $ 1,673.9

Billboard property lease (a)

( 472.3 ) ( 477.3 ) ( 436.1 )

Transit franchise (a)

( 236.3 ) ( 235.6 ) ( 230.5 )

Posting, maintenance and other (a)

( 216.6 ) ( 197.3 ) ( 195.0 )

Significant segment operating expenses (a)

( 925.2 ) ( 910.2 ) ( 861.6 )

Significant segment selling, general and administrative (b)

( 339.1 ) ( 327.5 ) ( 316.3 )

Segment Adjusted OIBDA

$ 528.8 $ 484.6 $ 496.0

OUTFRONT Media Inc.

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(in millions) 2024 2023 2022

Net income (loss) before allocation to non-controlling interests $ ( 429.7 ) $ 149.1 $ 36.4

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

Equity in earnings of investee companies, net of tax 1.1 ( 2.8 ) ( 1.4 )

Reconciliation to Net Income (Loss):

Segment Adjusted OIBDA $ 528.8 $ 484.6 $ 496.0

Non-segment Adjusted OIBDA ( 64.0 ) ( 28.4 ) ( 28.8 )

Total Adjusted OIBDA 464.8 456.2 467.2

Net gain (loss) on dispositions 160.9 14.2 ( 0.2 )

Impairment charges ( 17.9 ) ( 534.7 ) —

Depreciation ( 79.5 ) ( 79.3 ) ( 77.4 )

Amortization ( 72.0 ) ( 81.2 ) ( 73.3 )

Stock-based compensation ( 30.8 ) ( 28.4 ) ( 33.8 )

Total operating income (loss) 425.5 ( 253.2 ) 282.5

Interest expense, net ( 156.2 ) ( 158.4 ) ( 131.8 )

1 unchanged sentence

Other income (loss), net 1.0 0.3 ( 0.2 )

Operating income (loss) ( 258.4 ) 287.7 168.3

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

Impairment charges 534.7 — 2.5

Depreciation and amortization 160.5 150.7 145.4

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 269.1 ( 419.4 ) 150.5

Provision for income taxes ( 11.0 ) ( 4.0 ) ( 9.4 )

Equity in earnings of investee companies, net of tax 0.6 ( 1.1 ) 2.8

Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests 258.7 ( 424.5 ) 143.9

Net income attributable to redeemable and non-redeemable noncontrolling interests 0.5 0.7 1.2

Net income (loss) attributable to OUTFRONT Media Inc.

$ 258.2 $ ( 425.2 ) $ 142.7

Revenues $ 1,830.9 $ 1,820.6 $ 1,772.1

Billboard property lease (a)

( 482.8 ) ( 499.7 ) ( 459.9 )

Transit franchise (a)

( 238.1 ) ( 240.3 ) ( 235.3 )

Posting, maintenance and other (a)

( 228.1 ) ( 223.1 ) ( 221.4 )

Operating expenses (a)

( 949.0 ) ( 963.1 ) ( 916.6 )

Selling, general and administrative (b)

( 447.9 ) ( 429.7 ) ( 422.1 )

Stock-based compensation 30.8 28.4 33.8

Total Adjusted OIBDA $ 451.0 $ 472.4 $ 340.3

Adjusted OIBDA $ 464.8 $ 456.2 $ 467.2

Media $ 479.4 $ 501.2 $ 382.9

Other 23.1 20.6 10.4

Corporate ( 51.5 ) ( 49.4 ) ( 53.0 )

Total Adjusted OIBDA $ 451.0 $ 472.4 $ 340.3

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(b) Selling, general and administrative expenses includes, but is not limited to, compensation and benefits, including commissions, professional fees, office rent and travel and entertainment.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31,

(in millions) 2023 2022 2021

Operating income (loss):

Media $ ( 189.9 ) $ 363.0 $ 248.5

Other 11.4 7.9 1.4

Corporate ( 79.9 ) ( 83.2 ) ( 81.6 )

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

Net (gain) loss on dispositions:

Media $ ( 14.2 ) $ 0.2 $ ( 1.5 )

Other — — ( 3.0 )

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

Impairment charges (a)(b) :

Media $ 534.7 $ — $ 2.5

Total impairment charges $ 534.7 $ — $ 2.5

Depreciation and amortization:

Media $ 148.8 $ 138.0 $ 133.4

Other 11.7 12.7 12.0

Total depreciation and amortization $ 160.5 $ 150.7 $ 145.4

Capital expenditures:

Media $ 76.0 $ 85.4 $ 69.3

Other 10.8 4.4 4.5

Total capital expenditures $ 86.8 $ 89.8 $ 73.8

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

Transit and Other reporting unit (see Note 4.

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

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

As of December 31,

(in millions) 2023 2022 2021

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

259.7 240.4 248.1

Corporate 26.0 17.5 395.9

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

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

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

Year Ended December 31,

Other disclosures (a) :

As of and For the Year Ended December 31,

(in millions) 2024 2023 2022

Revenues (a) :

Revenues (b) :

United States $ 1,796.0 $ 1,728.5 $ 1,680.2

1 unchanged sentence

Total revenues $ 1,830.9 $ 1,820.6 $ 1,772.1

(a) Revenues classifications are based on the geography of the advertising.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31,

(in millions) 2023 2022 2021

Long-lived assets (a) :

Long-lived Assets (c) :

United States $ 4,820.7 $ 4,962.6 $ 5,391.0

1 unchanged sentence

Total long-lived assets $ 4,820.7 $ 5,176.9 $ 5,586.8

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

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

(a) Total assets and capital expenditures by segment are not regularly provided or reviewed by the chief operating decision maker.

These metrics are reviewed and managed on a consolidated basis.

(b) Revenues classifications are based on the geography of the advertising .

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

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

(See Note 13.

2 unchanged sentences

Canadian Business .)

Revised Consolidated Financial Information

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

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

99 and SAB No.

Accordingly, we have revised our previously issued financial information.

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

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

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

99 and SAB No.

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

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

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

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

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

As of December 31, 2023

(in millions) As Reported Adjustments As Revised

Redeemable noncontrolling interests — 31.3 31.3

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

Total stockholders’ equity 607.0 ( 29.7 ) 577.3

Noncontrolling interests 3.3 ( 1.6 ) 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables present the impact of correcting the errors related to the classification of redeemable noncontrolling interests and variable lease costs on the affected line items of our Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity for the years ended December 31, 2023 and 2022.

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

Other — — — — ( 1.4 )

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

Stockholders’ Equity

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

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

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

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

Other ( 1.3 ) — — — 1.3

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

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

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

Other ( 1.3 ) — — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

Net income — — 147.9 147.9 1.2

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

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

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

Series A Preferred Stock Conversions — 266.7 — 266.8

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

Other — — — — ( 1.6 )

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

Stockholders’ Equity

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

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

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

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

Other ( 1.5 ) — — — 1.5

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

Stockholders’ Equity

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

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

Net income 1.2 — 142.7 142.7 —

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

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

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

Series A Preferred Stock Conversions — 266.7 — 266.8 —

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

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

Other ( 1.5 ) — — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

Year Ended December 31, 2023

(in millions, except per share amounts) As Reported Adjustments As Revised

Operating $ 968.3 $ ( 5.2 ) $ 963.1

Total expenses 2,079.0 ( 5.2 ) 2,073.8

Operating loss ( 258.4 ) 5.2 ( 253.2 )

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

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

Net loss attributable to OUTFRONT Media Inc.

( 430.4 ) $ 5.2 ( 425.2 )

Net loss per common share:

Basic $ ( 2.66 ) $ ( 0.04 ) $ ( 2.70 )

Diluted $ ( 2.66 ) $ ( 0.04 ) $ ( 2.70 )

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

Year Ended December 31, 2022

(in millions, except per share amounts) As Reported Adjustments As Revised

Operating $ 911.4 $ 5.2 $ 916.6

Total expenses 1,484.4 5.2 1,489.6

Operating income 287.7 ( 5.2 ) 282.5

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

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

Net income attributable to OUTFRONT Media Inc.

147.9 ( 5.2 ) 142.7

Net income per common share:

Basic $ 0.84 $ ( 0.01 ) $ 0.83

Diluted $ 0.84 $ ( 0.01 ) $ 0.83

Total comprehensive income $ 143.2 $ ( 5.2 ) 138.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Quarterly Financial Data (Unaudited)

On January 17, 2025, the Company effected a Reverse Stock Split of the Company’s common stock (see Note 11.

All shares of the Company’s common stock and per-share data included in these Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

(in millions, except per share amounts) First

Quarter Second

Quarter Third

Quarter Fourth

Quarter Total

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 27.2 ) $ 176.8 $ 34.6 $ 74.0 $ 258.2

Net income (loss) attributable to OUTFRONT Media Inc.

per common share:

Basic $ ( 0.18 ) $ 1.08 $ 0.20 $ 0.44 $ 1.54

Diluted $ ( 0.18 ) $ 1.04 $ 0.20 $ 0.43 $ 1.51

Weighted average shares outstanding:

Basic 161.4 161.9 162.0 162.1 161.9

Diluted 161.4 170.5 163.2 171.8 170.8

(in millions, except per share amounts) First

Quarter Third

Quarter Fourth

Quarter Total

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 23.7 ) $ ( 478.9 ) $ 17.0 $ 60.4 $ ( 425.2 )

Net income (loss) attributable to OUTFRONT Media Inc.

per common share:

Basic $ ( 0.16 ) $ ( 2.99 ) $ 0.09 $ 0.36 $ ( 2.70 )

Diluted $ ( 0.16 ) $ ( 2.99 ) $ 0.09 $ 0.36 $ ( 2.70 )

Weighted average shares outstanding:

Basic 160.6 161.0 161.0 161.1 161.0

Diluted 160.6 161.0 161.0 169.3 161.0

(a) Includes the correction of an error related to variable lease costs (see below).

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Revised Quarterly Consolidated Financial Information

As discussed in Note 20.

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

Stockholders’ Equity

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

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

Net income — — 176.8 0.2

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

Other — — — 0.2

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

Stockholders’ Equity

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

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

Net income (loss) 0.2 — — ( 0.2 )

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

Other 0.2 — — ( 0.2 )

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

Stockholders’ Equity

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

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

Net income 0.2 — 176.8 —

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

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

Other 0.2 — — —

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

Net income — — 149.6 0.3

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

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

Stockholders’ Equity

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

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

Net income (loss) 0.3 — — ( 0.3 )

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

Other 0.1 — — ( 0.1 )

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

Stockholders’ Equity

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

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

Net income 0.3 — 149.6 —

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

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

Other 0.1 — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

Net income (loss) — — ( 27.2 ) 0.1

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

Other — — — ( 0.2 )

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

Stockholders’ Equity

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

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

Net income (loss) 0.1 — — ( 0.1 )

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

Other ( 0.1 ) — — 0.1

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

Stockholders’ Equity

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

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

Net income (loss) 0.1 — ( 27.2 ) —

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

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

Other ( 0.1 ) — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

Net income (loss) — — 17.0 ( 0.3 )

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

Other — — — ( 0.6 )

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

Stockholders’ Equity

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

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

Net income (loss) ( 0.2 ) — — 0.2

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

Other ( 0.7 ) — — 0.7

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

Stockholders’ Equity

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

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

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

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

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

Other ( 0.7 ) — — 0.1

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

Other — — — — ( 0.6 )

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

Stockholders’ Equity

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

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

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

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

Other ( 0.6 ) — — — 0.6

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

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

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

Other ( 0.6 ) — — — —

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

Net income (loss) — — ( 478.9 ) 0.5

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.6 ) —

Other — — — 0.1

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

Stockholders’ Equity

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

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

Net income (loss) 0.5 — — ( 0.5 )

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

Other 0.1 — — ( 0.1 )

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

Stockholders’ Equity

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

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

Net income (loss) 0.5 — ( 478.9 ) —

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.6 ) —

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

Other 0.1 — — —

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

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

Stockholders’ Equity

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

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

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

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

Other 0.1 — — — ( 0.1 )

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

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

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

Other 0.1 — — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

Other — — — — ( 0.1 )

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

Stockholders’ Equity

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

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

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

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

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

Stockholders’ Equity

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

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

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

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

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

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

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

Other — — — — ( 0.1 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

Net income (loss) per common share has also been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented (see Note 1.

Description of Business and Basis of Presentation ).

Nine Months Ended September 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 721.2 $ ( 5.2 ) $ 716.0

Total expenses 1,688.8 ( 5.2 ) 1,683.6

Operating loss ( 369.4 ) 5.2 ( 364.2 )

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

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

Net loss attributable to OUTFRONT Media Inc.

( 490.8 ) 5.2 ( 485.6 )

Net loss per common share:

Basic $ ( 3.02 ) $ ( 0.04 ) $ ( 3.06 )

Diluted $ ( 3.02 ) $ ( 0.04 ) $ ( 3.06 )

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

Six Months Ended June 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 481.4 $ ( 5.2 ) $ 476.2

Total expenses 1,292.6 ( 5.2 ) 1,287.4

Operating loss ( 428.0 ) 5.2 ( 422.8 )

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

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

Net loss attributable to OUTFRONT Media Inc.

( 507.8 ) 5.2 ( 502.6 )

Net loss per common share:

Basic $ ( 3.11 ) $ ( 0.04 ) $ ( 3.15 )

Diluted $ ( 3.11 ) $ ( 0.04 ) $ ( 3.15 )

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Three Months Ended March 31, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 235.5 $ ( 5.2 ) $ 230.3

Total expenses 385.6 ( 5.2 ) 380.4

Operating income 10.2 5.2 15.4

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

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

Net loss attributable to OUTFRONT Media Inc.

( 28.9 ) 5.2 ( 23.7 )

Net loss per common share:

Basic $ ( 0.19 ) $ 0.03 $ ( 0.16 )

Diluted $ ( 0.19 ) $ 0.03 $ ( 0.16 )

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

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data