UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

As of November 4, 2016,August 3, 2017, the number of shares outstanding of the registrant’s common stock was 138,042,204.138,624,217.

See accompanying notes to unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentationstatement of our financial position, results of operations and cash flows for the periods presented. Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2015,2016, filed with the SEC on February 29, 2016.23, 2017.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

During the first quarter of 2016,2017, we adopted the FASB’s guidance to simplifyclarifying the presentationdefinition of deferred income taxes. We elected to adopt thea business for acquisitions and dispositions. The guidance is being applied on a prospective basis. This guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statementAdoption of financial position. Thisthis guidance did not have a material effect on our consolidated financial statements.

In August 2016, the FASB issued guidance which clarifies presentation of certain cash receipts and cash payments in the Statement of Cash Flows. The guidance is to be applied on a retrospective basis and is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted and must be reflected as of the beginning of the fiscal year that includes the interim period. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In February 2016, the FASB issued guidance addressing the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors).lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors toLessors will account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. This guidance is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not been previously issued.

As of December 31, 2016, we had approximately 22,600 lease agreements in the U.S. and approximately 3,200 lease agreements in Canada, the majority of which will be classified as operating leases under the new guidance. We are currently evaluating our lease contracts and planning for the impactimplementation of this guidancestandard. This standard will require us to recognize a right-of-use asset and lease liability for the present value of minimum lease payments for operating leases with a term greater than 12 months and will have a significant impact on our consolidated financial statements. Our billboard lease revenues will continue to be recognized on a straight-line basis over their respective lease terms.

In May 2014 (updated in August 2015, March 2016, April 2016 and May 2016), the FASB issued principles-based guidance addressing revenue recognition issues. The guidance will be applied to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. The guidance requires that the amount of revenue a company should recognize reflect the consideration it expects to be entitled to in exchange for goods and services. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for interimOur billboard lease revenues will be recognized under the new lease standard. The revenue recognition guidance will be primarily applicable to our multi-year transit advertising contracts with municipalities in the U.S. and annual reporting periods beginning after December 15, 2016.Canada, and marketing and multimedia rights agreements with colleges, universities and other educational institutions. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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

Depreciation expense was $26.7$23.1 million in the three months ended SeptemberJune 30, 2016, and $28.42017, $28.5 million in the three months ended SeptemberJune 30, 2015. Depreciation expense was $84.32016, $46.0 million in the ninesix months ended SeptemberJune 30, 2016,2017, and $85.1$57.6 million in the ninesix months ended SeptemberJune 30, 2015.2016.

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements and franchise agreements which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. 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.

Our identifiable intangible assets consist of the following:

All of our identifiable intangible assets, except goodwill, are subject to amortization. Amortization expense was $28.3$25.4 million in the three months ended SeptemberJune 30, 2016, and $29.12017, $30.4 million in the three months ended SeptemberJune 30, 2015,2016, $49.1 million in the six months ended June 30, 2017, and $58.7 million in the six months ended June 30, 2016, which includes the amortization of direct lease acquisition costs of $9.0$10.2 million in the three months ended SeptemberJune 30, 2016, and $9.42017, $10.1 million in the three months ended SeptemberJune 30, 2015. Amortization expense was $87.02016, $18.9 million in the ninesix months ended SeptemberJune 30, 2016,2017, and $86.1$19.0 million in the ninesix months ended SeptemberJune 30, 2015, which includes the amortization of direct lease acquisition costs of $28.0 million in the nine months ended September 30, 2016, and $26.1 million in the nine months ended September 30, 2015.2016. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.

On October 31, 2016,June 30, 2017, we madeentered into a three-year, $100.0 million AR Facility. In connection with the AR Facility, Outfront Media LLC, a wholly-owned subsidiary of the Company, will sell and/or contribute its existing and future accounts receivable and certain related assets to Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company (the “SPV”). The SPV will transfer an additional discretionary paymentundivided interest in the accounts receivable to certain purchasers from time to time (the “Purchasers”). Outfront Media LLC will service the accounts receivables on behalf of $10.0the SPV for a fee. The SPV has granted the Purchasers a security interest in all of its assets, which primarily consist of the accounts receivable relating to the Company’s qualified REIT subsidiaries, in order to secure its obligations under the agreements governing the AR Facility. The Company has agreed to guarantee the performance of Outfront Media LLC, in its capacity as originator and servicer, of its obligations under the agreements governing the AR Facility. Neither Outfront Media LLC nor the SPV guarantees the collectability of the receivables under the AR Facility. In addition, the SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to the Company. Accordingly, the SPV’s assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPV may be remitted to the Company.

As of August 4, 2017, there were $70.0 million onof outstanding borrowings under the Term Loan.AR Facility at a borrowing rate of approximately 2.1%, which were used to repay amounts under the Revolving Credit Facility.

The credit agreement dated January 31, 2014 (the “Credit Agreement”),Credit Agreement governing the Term Loan andSenior Credit Facilities, the Revolving Creditagreements governing the AR Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media CapitalFinance LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany third party transfers.

The terms of the Credit Agreement require that, as long as any commitments remain outstanding under the Revolving Credit Facility, 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 4.0 to 1.0. As of SeptemberJune 30, 2016,2017, our Consolidated Net Secured Leverage Ratio was 1.31.6 to 1.0, as adjusted for the non-cash loss on real estate assets held for sale related to the Disposition and to give pro forma effect to acquisitions and dispositions,an acquisition, in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintainsatisfy a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of SeptemberJune 30, 2016,2017, our Consolidated Total Leverage Ratio was 4.85.0 to 1.0, as adjusted for the non-cash loss on real estate assets held for sale related to the Disposition and to give pro forma effect to acquisitions and dispositions,an acquisition, in accordance with the Credit Agreement. As of SeptemberJune 30, 2016,2017, we are in compliance with our debt covenants.

In May 2017, we increased our aggregate letter of credit facilities from $80.0 million to $111.8 million. As of SeptemberJune 30, 2016,2017, we had issued letters of credit totaling approximately $66.2$96.0 million under our $80.0aggregate $111.8 million letter of credit facility.facilities. The feetotal fees under the letter of credit facility wasfacilities were immaterial in each of the ninethree and six months ended SeptemberJune 30, 20162017 and 2015.2016.

As of SeptemberJune 30, 2016,2017, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 138,037,327138,617,908 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

Including the Transaction, we completed several acquisitions for a total purchase price of approximately $64.7 million.$102.4 million in the six months ended June 30, 2017, and $61.3 million in the six months ended June 30, 2016.

The following table summarizes our stock-based compensation expense for the three months and ninesix months ended SeptemberJune 30, 20162017 and 2015.2016.

As of SeptemberJune 30, 2016,2017, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $23.9$28.0 million, which is expected to be recognized over a weighted average period of 1.92.1 years, and total unrecognized compensation cost related to non-vested stock options was $0.2 million, which is expected to be recognized over a weighted average period of 1.0 years.immaterial.

The following table summarizes activity for the ninesix months ended SeptemberJune 30, 2016,2017, of RSUs and PRSUs issued to our employees.