UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2021

o☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 001-36367

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)



Maryland		46-4494703
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

405 Lexington Avenue, 17th Floor
New York, NY	NY	10174
(Address of principal executive offices)		(Zip Code)

(212) 297-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01, par value	OUT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x☒ Yes o☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x☒ Yes o☐ No

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

Large accelerated filer

x☒

Accelerated filer

o☐

Non-accelerated filer

o ~~(Do not check if a smaller reporting company)~~

☐

Smaller reporting company

o☐

Emerging growth company

o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o☐ Yes x☒ No

As of ~~November 6, 2017,~~May 4, 2021, the number of shares outstanding of the registrant’s common stock was ~~138,636,411.~~145,539,929.

Table of Contents

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2021

TABLE OF CONTENTS



PART I			3
Item 1. Financial Statements (Unaudited)			3
Consolidated Statements of Financial Position as of ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016~~2020			3
Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020			4
Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020			5
Consolidated Statements of Equity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020			6
~~Condensed~~ Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020			7
Notes to Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3224
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5245
Item 4. Controls and Procedures			5347
PART II			5548
Item 1. Legal Proceedings			5548
Item 1A. Risk Factors			5548
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5548
Item 3. Defaults Upon Senior Securities			5648
Item 4. Mine Safety Disclosures			5648
Item 5. Other Information			5648
Item 6. Exhibits			5648
SIGNATURES			5850

Table of Contents

PART 1I

Item 1. Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

As of
(in millions) September 30,
2017 December 31,
2016
Assets:
Current assets:
Cash and cash equivalents $ 42.0
$ 65.2
Receivables, less allowance ($10.5 in 2017 and $9.2 in 2016) 240.6
222.0
Prepaid lease and transit franchise costs 47.8
67.4
Other prepaid expenses 21.9
15.8
Other current assets 8.5
7.8
Total current assets 360.8
378.2
Property and equipment, net (Note 3) 671.2
665.0
Goodwill (Note 4) 2,139.2
2,089.4
Intangible assets (Note 4) 575.1
545.3
Other assets 67.6
60.6
Total assets $ 3,813.9
$ 3,738.5

Liabilities:
Current liabilities:
Accounts payable $ 44.4
$ 85.6
Accrued compensation 25.2
33.9
Accrued interest 23.9
15.7
Accrued lease costs 29.8
26.7
Other accrued expenses 48.9
54.8
Deferred revenues 28.8
20.2
Short-term debt (Note 7) 73.0
—
Other current liabilities 19.8
14.6
Total current liabilities 293.8
251.5
Long-term debt, net (Note 7) 2,144.7
2,136.8
Deferred income tax liabilities, net 21.1
8.5
Asset retirement obligation (Note 5) 34.7
34.1
Other liabilities 79.1
74.6
Total liabilities 2,573.4
2,505.5

Commitments and contingencies (Note 15)

Stockholders’ equity (Note 8):
Common stock (2017 - 450.0 shares authorized, and 138.6 shares issued
and outstanding; 2016 - 450.0 shares authorized, and 138.0 issued and outstanding) 1.4
1.4
Additional paid-in capital 1,958.7
1,949.5
Distribution in excess of earnings (760.3 ) (699.5 )
Accumulated other comprehensive loss (4.8 ) (18.5 )
Total stockholders’ equity 1,195.0
1,232.9
Non-controlling interests 45.5
0.1
Total equity 1,240.5
1,233.0
Total liabilities and equity $ 3,813.9
$ 3,738.5


	As of
(in millions)	March 31, 2021		December 31, 2020
Assets:
Current assets:
Cash and cash equivalents	$	560.0	$	710.4
Restricted cash	1.6		1.6
Receivables, less allowance ($22.7 in 2021 and $26.3 in 2020)	164.9		209.2
Prepaid lease and franchise costs	9.1		5.4

Other prepaid expenses	13.9		14.4
Other current assets	28.0		33.7
Total current assets	777.5		974.7
Property and equipment, net (Note 4)	629.2		634.2
Goodwill	2,078.0		2,077.8
Intangible assets (Note 5)	545.8		547.5
Operating lease assets (Note 6)	1,437.7		1,421.3
Prepaid MTA equipment deployment costs (Note 18)	208.2		204.6
Other assets	37.5		36.8
Total assets	$	5,713.9	$	5,896.9

Liabilities:
Current liabilities:
Accounts payable	$	56.8	$	64.9
Accrued compensation	30.9		35.0
Accrued interest	17.5		24.5
Accrued lease and franchise costs	39.1		65.8
Other accrued expenses	40.0		38.0
Deferred revenues	42.3		29.5

Short-term debt (Note 9)	0		80.0
Short-term operating lease liabilities (Note 6)	185.7		176.5
Other current liabilities	20.4		20.7
Total current liabilities	432.7		534.9
Long-term debt, net (Note 9)	2,616.6		2,620.8
Deferred income tax liabilities, net	13.2		14.6
Asset retirement obligation (Note 7)	36.1		35.9
Operating lease liabilities (Note 6)	1,258.4		1,252.0
Other liabilities	52.7		55.0
Total liabilities	4,409.7		4,513.2

Commitments and contingencies (Note 18)	0		0

Preferred stock (2021 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 10)	383.4		383.4
Stockholders’ equity (Note 10):
Common stock (2021 - 450.0 shares authorized, and 145.5 shares issued and outstanding; 2020 - 450.0 shares authorized, and 144.5 issued and outstanding)	1.5		1.4
Additional paid-in capital	2,095.5		2,090.8
Distribution in excess of earnings	(1,175.1)		(1,100.4)
Accumulated other comprehensive loss	(15.5)		(18.0)
Total stockholders’ equity	906.4		973.8
Non-controlling interests	14.4		26.5
Total equity	1,304.2		1,383.7
Total liabilities and equity	$	5,713.9	$	5,896.9

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except per share amounts) 2017 2016 2017 2016
Revenues:
Billboard $ 272.4
$ 270.5
$ 782.6
$ 794.5
Transit and other 120.0
112.3
336.6
322.0
Total revenues 392.4
382.8
1,119.2
1,116.5
Expenses:
Operating 212.6
201.5
617.8
602.9
Selling, general and administrative 64.2
65.1
194.5
195.6
Restructuring charges 1.6
—
6.3
0.4
Loss on real estate assets held for sale —
—
—
1.3
Net gain on dispositions (14.1 ) (2.3 ) (13.6 ) (1.7 )
Depreciation 22.3
26.7
68.3
84.3
Amortization 25.5
28.3
74.6
87.0
Total expenses 312.1
319.3
947.9
969.8
Operating income 80.3
63.5
171.3
146.7
Interest expense, net (29.2 ) (28.3 ) (85.9 ) (85.6 )
Other income, net 0.2
—
0.3
—
Income before benefit (provision) for income taxes and equity in earnings of investee companies 51.3
35.2
85.7
61.1
Benefit (provision) for income taxes (2.0 ) 1.5
0.8
(0.6 )
Equity in earnings of investee companies, net of tax 1.4
1.4
3.8
3.8
Net income $ 50.7
$ 38.1
$ 90.3
$ 64.3

Net income per common share:
Basic $ 0.36
$ 0.28
$ 0.65
$ 0.47
Diluted $ 0.36
$ 0.28
$ 0.65
$ 0.46

Weighted average shares outstanding:
Basic 138.6
138.0
138.5
137.9
Diluted 140.9
138.5
139.7
138.4

Dividends declared per common share $ 0.36
$ 0.34
$ 1.08
$ 1.02


	Three Months Ended
	March 31,
(in millions, except per share amounts)		2021		2020
Revenues:
Billboard		$	223.6	$	270.9
Transit and other		35.6		114.4
Total revenues		259.2		385.3
Expenses:
Operating		177.6		224.8
Selling, general and administrative		76.5		90.8

Net gain on dispositions		(0.3)		(0.1)
Depreciation		20.0		21.0
Amortization		16.4		15.0
Total expenses		290.2		351.5
Operating income (loss)		(31.0)		33.8
Interest expense, net		(34.6)		(29.8)
Loss on extinguishment of debt		(6.3)		0
Other income, net		0		0.2
Income (loss) before benefit for income taxes and equity in earnings of investee companies		(71.9)		4.2
Benefit for income taxes		4.7		1.7
Equity in earnings of investee companies, net of tax		(0.4)		0.4
Net income (loss) before allocation to non-controlling interests		(67.6)		6.3
Net income attributable to non-controlling interests		0.1		0.2
Net income (loss) attributable to OUTFRONT Media Inc.		$	(67.7)	$	6.1

Net income (loss) per common share:
Basic		$	(0.52)	$	0.04
Diluted		$	(0.52)	$	0.04

Weighted average shares outstanding:
Basic		144.8		143.9
Diluted		144.8		144.7

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive ~~Income~~Loss

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Net income $ 50.7
$ 38.1
$ 90.3
$ 64.3
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments 8.6
(1.7 ) 14.1
104.7
Net actuarial gain (loss) (0.3 ) 0.3
(0.4 ) (0.1 )
Total other comprehensive income (loss), net of tax 8.3
(1.4 ) 13.7
104.6
Total comprehensive income $ 59.0
$ 36.7
$ 104.0
$ 168.9


	Three Months Ended
	March 31,
(in millions)		2021		2020
Net income (loss) before allocation to non-controlling interests		$	(67.6)	$	6.3
Net income attributable to non-controlling interests		0.1		0.2
Net income (loss) attributable to OUTFRONT Media Inc.		(67.7)		6.1
Other comprehensive loss, net of tax:
Cumulative translation adjustments		1.3		(10.5)
Net actuarial gain		0		0.7
Change in fair value of interest rate swap agreements		1.2		(4.3)
Total other comprehensive loss, net of tax		2.5		(14.1)
Total comprehensive loss		$	(65.2)	$	(8.0)

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Equity

(Unaudited)


																							Stockholders’ Equity
(in millions, except per share amounts)	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			(in millions, except per share amounts)	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
Balance as of December 31, 2015	137.6		$	1.4	$	1,934.3		$	(602.2	)	$	(120.9	)	$	1,212.6		$	—	$	1,212.6
Balance as of December 31, 2019																						Balance as of December 31, 2019	143.6	$	1.4	$	2,074.7	$	(964.6)	$	(17.7)	$	1,093.8	$	32.6	$	1,126.4
Net income	—		—		—			64.3			—			64.3			—		64.3			Net income	—	—		—		6.1		—		6.1		0.2		6.3
Other comprehensive loss	—		—		—			—			104.6			104.6			—		104.6			Other comprehensive loss	—	—		—		—		(14.1)		(14.1)		—		(14.1)
Stock-based payments:																						Stock-based payments:
Vested	0.5		—		—			—			—			—			—		—			Vested	1.0	—		—		—		—		—		—		—
Amortization	—		—		13.8			—			—			13.8			—		13.8			Amortization	—	—		5.8		—		—		5.8		—		5.8
Shares paid for tax withholding for stock-based payments	(0.2	)	—		(4.6		)	—			—			(4.6		)	—		(4.6		)	Shares paid for tax withholding for stock-based payments	(0.4)	—		(12.1)		—		—		(12.1)		—		(12.1)
Issuance of stock for purchase of property and equipment	0.1		—		1.9			—			—			1.9			—		1.9
Dividends ($1.02 per share)	—		—		—			(141.2		)	—			(141.2		)	—		(141.2		)
Balance as of September 30, 2016	138.0		$	1.4	$	1,945.4		$	(679.1	)	$	(16.3	)	$	1,251.4		$	—	$	1,251.4
Class A equity interest redemptions																						Class A equity interest redemptions	0.2	—		4.4		—		—		4.4		(4.4)		—

Balance as of December 31, 2016	138.0		$	1.4	$	1,949.5		$	(699.5	)	$	(18.5	)	$	1,232.9		$	0.1	$	1,233.0
Net income	—		—		—			90.3			—			90.3			—		90.3
Other comprehensive income	—		—		—			—			13.7			13.7			—		13.7
Stock-based payments:
Cumulative prior period adjustment to amortization of estimated forfeitures	—		—		0.5			(0.5		)	—			—			—		—
Vested	0.7		—		—			—			—			—			—		—
Exercise of stock options	0.2		—		1.2			—			—			1.2			—		1.2
Amortization	—		—		16.1			—			—			16.1			—		16.1
Shares paid for tax withholding for stock-based payments	(0.3	)	—		(8.6		)	—			—			(8.6		)	—		(8.6		)
Issuance of shares of a subsidiary	—		—		—			—			—			—			44.6		44.6
Dividends ($1.08 per share)	—		—		—			(150.6		)	—			(150.6		)	—		(150.6		)
Other	—		—		—			—			—			—			0.8		0.8
Balance as of September 30, 2017	138.6		$	1.4	$	1,958.7		$	(760.3	)	$	(4.8	)	$	1,195.0		$	45.5	$	1,240.5
Dividends ($0.38 per share)																						Dividends ($0.38 per share)	—	—		—		(55.3)		—		(55.3)		—		(55.3)

Balance as of March 31, 2020																						Balance as of March 31, 2020	144.4	$	1.4	$	2,072.8	$	(1,013.8)	$	(31.8)	$	1,028.6	$	28.4	$	1,057.0


				Stockholders’ Equity
(in millions, except per share amounts)	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
Balance as of December 31, 2020	0.4	$	383.4	144.5	$	1.4	$	2,090.8	$	(1,100.4)	$	(18.0)	$	973.8	$	26.5	$	1,383.7
Net loss	—	—		—	—		—		(67.7)		—		(67.7)		0.1		(67.6)
Other comprehensive loss	—	—		—	—		—		—		2.5		2.5		—		2.5
Stock-based payments:
Vested	—	—		1.0	0.1		—		—		—		0.1		—		0.1
Amortization	—	—		—	—		6.0		—		—		6.0		—		6.0
Shares paid for tax withholding for stock-based payments	—	—		(0.5)	—		(8.7)		—		—		(8.7)		—		(8.7)

Class A equity interest redemptions	—	—		0.5	—		10.7		—		—		10.7		(10.7)		—
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(7.0)		—		(7.0)		—		(7.0)

Other	—	—		—	—		(3.3)		—		—		(3.3)		(1.5)		(4.8)
Balance as of March 31, 2021	0.4	$	383.4	145.5	$	1.5	$	2,095.5	$	(1,175.1)	$	(15.5)	$	906.4	$	14.4	$	1,304.2

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

~~Condensed~~ Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2021		2020
Operating activities:
Net income (loss) attributable to OUTFRONT Media Inc.	$	(67.7)	$	6.1
Adjustments to reconcile net income (loss) to net cash flow provided by (used for) operating activities:
Net income attributable to non-controlling interests	0.1		0.2
Depreciation and amortization	36.4		36.0
Deferred tax benefit	(5.2)		(1.8)
Stock-based compensation	6.0		5.8
Provision for doubtful accounts	(2.8)		8.1
Accretion expense	0.7		0.6
Net gain on dispositions	(0.3)		(0.1)
Loss on extinguishment of debt	6.3		0
Equity in earnings of investee companies, net of tax	0.4		(0.4)
Distributions from investee companies	0.3		1.2
Amortization of deferred financing costs and debt discount and premium	1.9		1.3
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables	47.2		19.7
Increase in prepaid MTA equipment deployment costs	(3.6)		(18.2)
(Increase) decrease in prepaid expenses and other current assets	1.2		(2.8)
Decrease in accounts payable and accrued expenses	(46.1)		(46.0)
Increase in operating lease assets and liabilities	0.4		1.3
Increase in deferred revenues	12.8		11.1
Decrease in income taxes	(0.1)		(0.7)
Other, net	1.3		(6.5)
Net cash flow provided by (used for) operating activities	(10.8)		14.9

Investing activities:
Capital expenditures	(9.4)		(18.2)
Acquisitions	(15.8)		(6.6)
MTA franchise rights	(4.2)		(2.8)
Net proceeds from dispositions	1.1		0.3
Return of investment in investee companies	0		0.6
Net cash flow used for investing activities	(28.3)		(26.7)

Financing activities:
Proceeds from long-term debt borrowings	500.0		495.0
Repayments of long-term debt borrowings	(500.0)		0
Proceeds from borrowings under short-term debt facilities	0		15.0
Repayments of borrowings under short-term debt facilities	(80.0)		0
Payments of deferred financing costs	(7.1)		(0.4)
Payments of debt extinguishment charges	(4.7)		0


Taxes withheld for stock-based compensation	(8.8)		(11.8)
Dividends	(7.3)		(55.6)
Other	(3.7)		0
Net cash flow provided by (used for) financing activities	(111.6)		442.2

Table of Contents

Nine Months Ended
September 30,
(in millions) 2017 2016
Operating activities:
Net income $ 90.3
$ 64.3
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization 142.9
171.3
Deferred tax (benefit) liability (3.9 ) 0.1
Stock-based compensation 16.1
13.8
Provision for doubtful accounts 2.3
2.8
Accretion expense 1.8
1.8
Loss on real estate assets held for sale —
1.3
Net gain on dispositions (13.6 ) (1.7 )
Equity in earnings of investee companies, net of tax (3.8 ) (3.8 )
Distributions from investee companies 2.1
1.9
Amortization of deferred financing costs and debt discount and premium 4.6
4.8
Cash paid for direct lease acquisition costs (30.0 ) (27.9 )
Change in assets and liabilities, net of investing and financing activities (26.2 ) (28.0 )
Net cash flow provided by operating activities 182.6
200.7

Investing activities:
Capital expenditures (58.6 ) (45.6 )
Acquisitions (62.8 ) (64.7 )
Net proceeds from dispositions 1.6
90.4
Net cash flow used for investing activities (119.8 ) (19.9 )

Financing activities:
Proceeds from long-term debt borrowings - term loan 8.3
—
Repayments of long-term borrowings - term loan —
(60.0 )
Proceeds from borrowings under short-term debt facilities 223.0
35.0
Repayments of borrowings under short-term debt facilities (150.0 ) (35.0 )
Payments of deferred financing costs (7.7 ) (0.4 )
Proceeds from stock option exercises 1.2
—
Earnout payment related to prior acquisition (2.0 ) —
Taxes withheld for stock-based compensation (8.2 ) (7.0 )
Dividends (151.0 ) (141.7 )
Other (0.2 ) (0.2 )
Net cash flow used for financing activities (86.6 ) (209.3 )

Effect of exchange rate changes on cash and cash equivalents 0.6
—
Net decrease in cash and cash equivalents (23.2 ) (28.5 )
Cash and cash equivalents at beginning of period 65.2
101.6
Cash and cash equivalents at end of period $ 42.0
$ 73.1

OUTFRONT Media Inc.

~~Condensed~~ Consolidated Statements of Cash Flows (Continued)

(Unaudited)

Nine Months Ended
September 30,
(in millions) 2017 2016
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 6.6
$ 0.8
Cash paid for interest 72.8
77.2

Non-cash investing and financing activities:
Accrued purchases of property and equipment $ 5.4
$ 5.0
Issuance of stock for purchase of property and equipment —
1.9
Issuance of shares of a subsidiary for an acquisition 44.6
—
Acquisitions (15.4 ) —
Dispositions 15.4
—
Taxes withheld for stock-based compensation 0.3
0.2


	Three Months Ended
	March 31,
(in millions)	2021		2020
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.3		(1.7)
Net increase (decrease) in cash, cash equivalents and restricted cash	(150.4)		428.7
Cash, cash equivalents and restricted cash at beginning of period	712.0		60.9
Cash, cash equivalents and restricted cash at end of period	$	561.6	$	489.6

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	0.5	$	0.8
Cash paid for interest	39.9		37.5

Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	3.8	$	9.7
Accrued MTA franchise rights	7.0		5.0


Taxes withheld for stock-based compensation	0		0.2

See accompanying notes to unaudited consolidated financial statements.

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

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. and Canada. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets across the U.S. and Canada. We currently manage our operations through ~~three~~2 operating segments—~~(1)~~ U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, ~~(2) International~~ and ~~(3) Sports Marketing.~~International.

~~On April 1, 2016,~~In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the ~~“Disposition”~~“Sports Disposition”), which held all of the assets of our ~~outdoor advertising business~~Sports Marketing operating segment, for a purchase price of approximately $34.6 million in ~~Latin America (see Note 10.~~ ~~Acquisitions~~cash, subject to closing and ~~Dispositions~~: ~~Dispositions~~ topost-closing adjustments. The Sports Marketing operating segment was the ~~Consolidated Financial Statements).~~marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States. The operating results of our ~~outdoor advertising business in Latin America~~Sports Marketing operating segment through ~~April 1, 2016,~~June 30, 2020, are included in our Consolidated Financial ~~Statements for the three months ended March 31, 2016.~~Statements.

Basis of Presentation and Use of Estimates

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 statement 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. Consistent with 2021, amortization of direct lease acquisition costs previously reported in Amortization have been reclassified to conform with the current period’s presentation. The impact of the reclassification is a decrease in Amortization of $11.3 million in the three months ended March 31, 2020, and a corresponding increase in Selling, general and administrative expenses (“SG&A”) on the Consolidated Statement of Operations. 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, ~~2016,~~2020, filed with the SEC on February ~~23, 2017.~~26, 2021.

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~~at 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, including the impact of extraordinary events such as the novel coronavirus (“COVID-19”) pandemic, 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 materially from these estimates under different assumptions or ~~conditions.~~conditions, including the severity and duration of the COVID-19 pandemic.

The COVID-19 pandemic and the related preventative measures taken to help curb the spread, have had, and may continue to have, a significant impact on the global economy and our business. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material.

Note 2. New Accounting Standards

Adoption of New Accounting Standards

~~Stock Compensation~~

~~During~~In the first quarter of ~~2017,~~2021, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance ~~that simplifies the accounting~~ for ~~employee share-based payment transactions, including~~simplifying the accounting for income taxes ~~forfeitures and statutory tax withholding requirements, as well as~~by removing certain exceptions to the ~~classification in the statement~~general principles of ~~cash flows. We~~Accounting Standards Codification Topic 740, Income Taxes. The adoption of this guidance did not have ~~elected to account for forfeitures as they occur, which we adopted on~~ a ~~modified retrospective basis and resulted in an increase of $0.5 million to~~ ~~Additional paid in capital, offset by a decrease of $0.5 million to~~ ~~Distribution in excess of earnings~~material effect on our ~~Consolidated Statement of Financial Position and Consolidated Statement of Equity as of September 30, 2017.~~consolidated financial statements.

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

~~Business Combinations~~

During the first quarter of 2017, we adopted the FASB’s guidance clarifying the definition of a business for acquisitions and dispositions. The guidance is being applied on a prospective basis. Adoption of this guidance did not have a material effect on our consolidated financial statements.

~~Statement of Cash Flows~~

During the third quarter of 2017, we adopted the FASB’s guidance clarifying presentation of certain cash receipts and cash payments in the Statement of Cash Flows. The guidance is being applied on a retrospective basis. Adoption of this guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

~~Goodwill~~

In ~~January 2017,~~March 2020, the FASB issued guidance ~~simplifying~~providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the ~~test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value~~London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of a reporting unit’s goodwill with the carrying amount of that goodwill. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.reference rate reform, if certain criteria are met. The guidance is ~~to be applied on a prospective basis and is~~ effective for ~~interim and annual periods beginning after~~all entities as of March 12, 2020, through December ~~15, 2019. Early adoption is permitted for interim and annual impairment tests performed on testing dates after January 1, 2017.~~31, 2022. We do not expect this guidance to impact our accounting for our existing debt and hedging instruments.

Note 3. Restricted Cash

We have ~~a material effect on~~an escrow agreement in connection with one of our ~~consolidated financial statements.~~

~~Leases~~

~~In February 2016, the FASB issued guidance addressing the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard~~transit franchise contracts, which requires ~~lessees~~us to apply a dual approach, classifying leases as either finance or operating 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 ondeposit funds into an ~~effective interest method or on a straight line basis~~escrow account to fund capital expenditures 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. Lessors 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.

transit franchise contract. As of ~~September 30, 2017,~~March 31, 2021, we ~~had approximately 21,600 lease agreements~~have $1.6 million of restricted cash deposited 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 implementation of this standard. 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.escrow account.


	As of
(in millions)	March 31, 2021		March 31, 2020		December 31, 2020
Cash and cash equivalents	$	560.0	$	487.8	$	710.4
Restricted cash	1.6		1.8		1.6
Cash, cash equivalents and restricted cash	$	561.6	$	489.6	$	712.0

~~Revenue from Contracts with Customers~~

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 adopted on a full retrospective or modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2017. Our 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 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.

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Note 3.4. Property and Equipment, Net

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


		As of
(in millions)	Estimated Useful Lives	March 31, 2021		December 31, 2020
Land		$	102.6	$	98.0
Buildings	20 to 40 years	48.6		48.3
Advertising structures	5 to 20 years	1,908.3		1,897.7
Furniture, equipment and other	3 to 10 years	170.7		168.5
Construction in progress		24.1		25.1
		2,254.3		2,237.6
Less: Accumulated depreciation		1,625.1		1,603.4
Property and equipment, net		$	629.2	$	634.2

As of
(in millions) Estimated Useful Lives September 30,
2017 December 31,
2016
Land $ 93.6
$ 90.7
Buildings 20 to 40 years 51.2
48.2
Advertising structures^(a)
5 to 20 years 1,745.3
1,696.6
Furniture, equipment and other 3 to 10 years 97.6
88.5
Construction in progress 49.3
37.2
2,037.0
1,961.2
Less: accumulated depreciation 1,365.8
1,296.2
Property and equipment, net $ 671.2
$ 665.0


~~(a)~~	~~As of September 30, 2017, includes $14.2 million associated with the Transaction (as defined below, see Note 8.~~ ~~Equity~~ ~~and Note 10.~~ ~~Acquisitions and Dispositions~~).

Depreciation expense was ~~$22.3~~$20.0 million in the three months ended ~~September 30, 2017, $26.7~~March 31, 2021, and $21.0 million in the three months ended ~~September 30, 2016, $68.3 million in the nine months ended September 30, 2017, and $84.3 million in the nine months ended September 30, 2016.~~March 31, 2020.

Note ~~4. Goodwill and Other~~5. Intangible Assets

~~For the nine months ended September 30, 2017 and the year ended December 31, 2016, the changes in the book value of goodwill by segment were as follows:~~

(in millions) U.S. Media Other Total
As of December 31, 2015 $ 2,040.1
$ 34.6
$ 2,074.7
Currency translation adjustments —
1.1
1.1
Additions 13.9
—
13.9
Dispositions —
(0.3 ) (0.3 )
As of December 31, 2016 2,054.0
35.4
2,089.4
Currency translation adjustments —
5.7
5.7
Additions^(a)
—
44.1
44.1
As of September 30, 2017 $ 2,054.0
$ 85.2
$ 2,139.2


~~(a)~~	~~Non-tax deductible addition associated with the Transaction (as defined below, see Note 8.~~ ~~Equity~~ ~~and Note 10.~~ ~~Acquisitions and Dispositions~~).

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.

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Our identifiable intangible assets consist of the following:


(in millions)	Gross		Accumulated Amortization		Net
As of March 31, 2021:
Permits and leasehold agreements	$	1,200.4	$	(787.9)	$	412.5
Franchise agreements	519.1		(388.6)		130.5
Other intangible assets	22.1		(19.3)		2.8
Total intangible assets	$	1,741.6	$	(1,195.8)	$	545.8

As of December 31, 2020:
Permits and leasehold agreements	$	1,190.0	$	(777.1)	$	412.9
Franchise agreements	514.7		(383.7)		131.0
Other intangible assets	45.8		(42.2)		3.6
Total intangible assets	$	1,750.5	$	(1,203.0)	$	547.5

(in millions) Gross Accumulated Amortization Net
As of September 30, 2017:
Permits and leasehold agreements^(a)
$ 1,087.5
$ (651.1 ) $ 436.4
Franchise agreements 453.3
(343.6 ) 109.7
Other intangible assets^(a)
52.3
(23.3 ) 29.0
Total intangible assets $ 1,593.1
$ (1,018.0 ) $ 575.1

As of December 31, 2016:
Permits and leasehold agreements $ 1,038.0
$ (636.1 ) $ 401.9
Franchise agreements 451.6
(336.6 ) 115.0
Other intangible assets 45.4
(17.0 ) 28.4
Total intangible assets $ 1,535.0
$ (989.7 ) $ 545.3


~~(a)~~	~~Includes additions associated with the Transaction (as defined below, see Note 8.~~ ~~Equity~~ ~~and Note 10.~~ ~~Acquisitions and Dispositions~~).

All of our ~~identifiable~~ intangible assets, except goodwill, are subject to amortization. Amortization expense was ~~$25.5~~$16.4 million in the three months ended ~~September 30, 2017, $28.3~~March 31, 2021, and $15.0 million in the three months ended ~~September 30, 2016, $74.6~~March 31, 2020.

Note 6. Leases

Lessee

As of March 31, 2021, we have operating lease assets of $1.4 billion, short-term operating lease liabilities of $185.7 million inand non-current operating lease liabilities of $1.3 billion. As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $176.5 million and non-current operating lease liabilities of $1.3 billion. As of March 31, 2021, the ~~nine months ended September 30, 2017,~~weighted-average remaining lease term was 10.5 years and ~~$87.0 million in~~ the ~~nine months ended September 30, 2016, which includes the amortization of direct lease acquisition costs of $10.6 million in~~weighted-average discount rate was 5.4%.

For the three months ended ~~September 30, 2017, $9.0~~March 31, 2021, we recorded operating lease costs of $93.7 million inOperating expenses and $2.1 million in Selling, general and administrative expenses. For the three months ended ~~September 30, 2016, $29.5~~March 31, 2021, these costs include $13.9 million of variable operating lease costs. For the three months ended March 31, 2020, we recorded operating lease costs of $102.5 million in Operating expenses and $2.2 million in Selling, general and administrative expenses. For the ~~nine~~three months ended ~~September 30, 2017, and $28.0~~March 31, 2020, these costs include $22.1 million inof variable operating lease costs. For each of the ~~nine~~three months ended ~~September 30, 2016. Direct~~March 31, 2021 and 2020, sublease income was immaterial.

For the three months ended March 31, 2021, cash paid for operating leases was $97.9 million and leased assets obtained in exchange for new operating lease ~~acquisition costs are amortized~~liabilities was $69.1 million. For the three months ended March 31, 2020, cash paid for operating leases was $108.6 million and leased assets obtained in exchange for new operating lease liabilities was $77.2 million.

Lessor

We recorded rental income of $215.8 million for the three months ended March 31, 2021, and $262.3 million for the three months ended March 31, 2020, in Revenues on ~~a straight-line basis over the related customer lease term, which generally ranges from four weeks~~our Consolidated Statement of Operations.

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OUTFRONT Media Inc.

Notes to ~~one year.~~Consolidated Financial Statements

(Unaudited)

Note 5.7. Asset Retirement Obligation

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.


(in millions)
As of December 31, 2020	$	35.9
Accretion expense	0.7
Additions	0.1
Liabilities settled	(0.6)

As of March 31, 2021	$	36.1

(in millions)
As of December 31, 2016 $ 34.1
Accretion expense 1.8
Additions 0.2
Liabilities settled (1.8 )
Foreign currency translation adjustments 0.4
As of September 30, 2017 $ 34.7

Note 6.8. Related Party Transactions

We have a 50% ownership interest in ~~two~~2 joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and ~~three~~4 joint ventures which currently operate a total of 157 billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled ~~$24.1~~$9.8 million as of ~~September 30, 2017,~~March 31, 2021, and ~~$21.7~~$10.5 million as of December 31, ~~2016,~~2020, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of ~~$2.1~~$1.1 million in the three months ended ~~September 30, 2017, $1.9~~March 31, 2021, and $1.5 million in the three months ended ~~September 30, 2016, and $5.6 million in the nine months ended September 30, 2017 and $5.4 million in the nine months ended September 30, 2016.~~March 31, 2020.

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 7.9. Debt

Debt, net, consists of the following:


	As of
(in millions, except percentages)	March 31, 2021			December 31, 2020
Short-term debt:

Repurchase Facility	$	0		$	80.0
Total short-term debt	0			80.0

Long-term debt:

Term loan, due 2026	597.9			597.8

Senior unsecured notes:
5.625% senior unsecured notes, due 2024	0			501.3
6.250% senior unsecured notes, due 2025	400.0			400.0
5.000% senior unsecured notes, due 2027	650.0			650.0
4.250% senior unsecured notes, due 2029	500.0			0
4.625% senior unsecured notes, due 2030	500.0			500.0
Total senior unsecured notes	2,050.0			2,051.3

Debt issuance costs	(31.3)			(28.3)
Total long-term debt, net	2,616.6			2,620.8

Total debt, net	$	2,616.6		$	2,700.8

Weighted average cost of debt	4.3		%	4.5		%

As of
(in millions, except percentages) September 30,
2017 December 31,
2016
Short-term debt:
AR Facility $ 73.0
$ —
Total short-term debt 73.0
—

Long-term debt:
Term loan 667.7
659.0

Senior unsecured notes:
5.250% senior unsecured notes, due 2022 549.5
549.5
5.625% senior unsecured notes, due 2024 502.7
503.0
5.875% senior unsecured notes, due 2025 450.0
450.0
Total senior unsecured notes 1,502.2
1,502.5

Debt issuance costs (25.2 ) (24.7 )
Total long-term debt, net 2,144.7
2,136.8

Total debt, net $ 2,217.7
$ 2,136.8

Weighted average cost of debt 4.8 % 4.8 %

On March 16, 2017, 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 other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to its credit agreement and its related security agreement, each dated January 31, 2014 (together, and as amended, supplemented or otherwise modified, the “Credit Agreement”).

The Amendment provides for (i) the extension of the maturity date of the Borrower’s existing revolving credit facility (the “Revolving Credit Facility”) from January 31, 2019, to March 16, 2022, (ii) the extension of the maturity date of the Borrower’s existing term loan (the “Term Loan” and together with the Revolving Credit Facility, the “Senior Credit Facilities”) from January 31, 2021, to March 16, 2024, (iii) an increase to the Revolving Credit Facility by $5.0 million to $430.0 million, (iv) the incurrence of a $10.0 million incremental term loan primarily to cover transaction fees and expenses, which increases the outstanding principal balance of the Term Loan to $670.0 million, and (v) revisions to certain provisions of the Credit Agreement to, among other things, lower the interest rate floor for all loans to 0.0% and update covenants for greater operational and financial flexibility to the Company (including incurrence of additional indebtedness), as well as include other ministerial changes to the Credit Agreement. The remaining terms of the Credit Agreement, as amended by the Amendment, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan acceleration.

On June 30, 2017, certain subsidiaries of the Company entered into a three-year $100.0 million revolving accounts receivable securitization facility (the “AR Facility”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a committed purchaser, group agent and administrative agent (“BTMU”).

Term Loan

The interest rate on the ~~Term Loan~~term loan due in 2026 (the “Term Loan”) was ~~3.5%~~1.9% per annum as of ~~September 30, 2017.~~March 31, 2021. As of ~~September 30, 2017,~~March 31, 2021, a discount of ~~$2.3~~$2.1 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Revolving Credit Facility

We also have a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of ~~September 30, 2017,~~March 31, 2021, there were no0 outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2021, and ~~2016, $1.1~~$0.3 million in the ~~nine~~three months ended ~~September 30, 2017, and $1.4 million in the nine months ended September 30, 2016.~~March 31, 2020. As of ~~September 30, 2017,~~March 31, 2021, we had issued letters of credit totaling approximately ~~$1.7~~$2.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of March 31, 2021, we had issued letters of credit totaling approximately $72.0 million under our aggregate $78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2021 and 2020.

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Accounts Receivable Securitization ~~Facility~~Facilities

OnAs of March 31, 2021, we have a revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June ~~30, 2017, we entered into~~2022, unless further extended, and a ~~three-year, $100.0 million~~364-day uncommitted structured repurchase facility (the “Repurchase Facility” and together with the AR ~~Facility.~~ Facility, the “AR Securitization Facilities”), which terminates in June 2021, unless further extended.

In connection with the AR ~~Facility,~~Securitization Facilities, 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 ~~its~~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 ~~“SPV”~~“QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The ~~SPV will~~SPVs may transfer an undivided ~~interest~~interests in ~~the~~their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). ~~Outfront Media LLC will service the accounts receivables on behalf of the 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 aSPVs are separate legal ~~entity~~entities with ~~its~~their own separate creditors who will be entitled to access the ~~SPV’s~~SPVs’ assets before the assets become available to the Company. Accordingly, the ~~SPV’s~~SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the ~~SPV~~SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

~~The AR~~In connection with the Repurchase Facility, ~~is accounted for as~~the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a ~~collateralized financing activity, rather than a sale~~portion of ~~assets, and therefore: (i)~~the outstanding balance of the accounts receivable ~~balances pledged~~assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as ~~collateral are presented as assets~~repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the ~~borrowings are presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect~~Company has agreed to guarantee the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repaymentsOriginators’ obligations under the ~~collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.~~agreements governing the Repurchase Facility.

As of ~~September 30, 2017,~~March 31, 2021, there were ~~$73.0 million~~0 outstanding borrowings under either the AR Facility or the Repurchase Facility. As of ~~outstanding borrowings~~March 31, 2021, there was 0 borrowing capacity remaining under the AR Facility atbased on approximately $207.9 million of accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was $80.0 million of borrowing ~~rate of approximately 2.2%, which were primarily used to repay previously outstanding amounts~~capacity remaining under the ~~Revolving Credit Facility.~~Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2021 and 2020.

Senior Unsecured Notes

AsOn January 19, 2021, 2 of ~~September 30, 2017, a discount of $0.5 million on $150.0~~our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of ~~the 5.250%~~4.250% Senior Unsecured Notes due ~~2022, remains unamortized.~~2029 (the “2029 Notes”) in a private placement. The ~~discount~~2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2029 Notes is ~~being amortized through~~payable on January 15 and July 15 of each year, beginning on July 15, 2021. On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 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 2029 Notes will remain outstanding after the redemption.

On February 16, 2021, we used the net proceeds from the issuance of the 2029 Notes, together with cash on hand, to redeem all of our outstanding 5.625% Senior Unsecured Notes due 2024 (the “2024 Notes”) and to pay accrued and unpaid interest on the 2024 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2029 Notes offering and the 2024 Notes redemption. In the first quarter of 2021, we recorded a ~~Interest expense, net,~~Loss on extinguishment of debt of $6.3 million relating to the 2024 Notes on the Consolidated Statement of Operations.

As of September 30, 2017, a premium of $2.7 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes due 2024, remains unamortized. The premium is being amortized through ~~Interest expense, net, on the Consolidated Statement of Operations.~~

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Notes to Consolidated Financial Statements

(Unaudited)

Debt Covenants

~~The Credit Agreement~~Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR ~~Facility,~~Securitization Facilities, 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~~restrict the Company’s and ~~our~~its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance ~~LLC’s~~LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany ~~third party transfers.~~or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our 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 March 31, 2021, our Consolidated Total Leverage Ratio was 12.7 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) 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~~4.5 to 1.0. As of ~~September 30, 2017,~~March 31, 2021, our Consolidated Net Secured Leverage Ratio was ~~1.4~~1.1 to 1.0 as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we satisfy 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 September 30, 2017, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. As of ~~September 30, 2017,~~March 31, 2021, we are in compliance with our debt covenants.

~~Letter of~~On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit ~~Facilities~~

~~As of~~Agreement. The Amendment provides that for the period from April 15, 2020 through September 30, ~~2017, we had issued letters of credit totaling approximately $100.3 million under our aggregate $111.8 million letter of credit facilities. The total fees under~~2021 (i) the ~~letter of credit facilities were immaterial in~~Company’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the ~~three~~quarterly periods ended June 30, 2020 and ~~nine months ended~~ September 30, ~~2017~~2020, included in any last twelve month compliance testing period, with the Company’s historical Consolidated EBITDA for each of the quarterly periods ended June 30, 2019 and ~~2016.~~September 30, 2019, respectively; and (ii) the Company will not make any Restricted Payments (as defined in the Credit Agreement) without the consent of the applicable lenders under the Credit Agreement, subject to certain exceptions such as payments necessary to maintain the Company’s REIT status, including any payments on any class of the Company’s capital stock that is required to be made prior to the payment of a dividend or distribution on the Company’s common stock and the Company’s existing payment obligations to holders of the Class A equity interests in Outfront Canada (as defined in Note 10. Equity to the Consolidated Financial Statements).

Deferred Financing Costs

As of ~~September 30, 2017,~~March 31, 2021, we had deferred ~~$30.1~~$35.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, ~~the~~ AR ~~Facility~~Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on ~~the~~our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes.

Interest Rate Swap Agreements

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of approximately $4.3 million as of March 31, 2021, and $5.6 million as of December 31, 2020, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of March 31, 2021, under the terms of these agreements, we will pay interest based on an aggregate notional amount of $200.0 million, under a weighted-average fixed interest rate of 2.7%, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022. The one-month LIBOR rate was approximately 0.1% as of March 31, 2021.

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Notes to Consolidated Financial Statements

(Unaudited)

Fair Value

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; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately ~~$2.3~~$2.7 billion as of ~~September 30, 2017,~~March 31, 2021, and ~~$2.2~~$2.8 billion as of December 31, ~~2016.~~2020. The fair value of our debt as of both ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $4.3 million as of March 31, 2021, and $5.6 million as of December 31, 2020. The aggregate fair value of our interest rate cash flow swap agreements as of both March 31, 2021 and December 31, 2020, is classified as Level 2.

Note 8.10. Equity

As of March 31, 2021, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 145,538,216 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with 400,000 shares of Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, issued and outstanding.

~~On June 13, 2017,~~

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not 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 ~~subsidiaries~~exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of ~~OUTFRONT Media Inc. acquired~~ the ~~equity interests~~Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain ~~subsidiaries~~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 ~~All Vision LLC (“All Vision”)~~control), ~~which hold substantially all~~each of ~~All Vision’s existing~~the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

During the three months ended March 31, 2021, we paid cash dividends of $7.0 million on the Series A Preferred Stock. As of March 31, 2021, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was 25.0 million shares.

In connection with the acquisition of outdoor advertising assets in Canada ~~and effectuated an amalgamation of All Vision’s Canadian business with our Canadian business (the “Transaction”) (see Note 10.~~ ~~Acquisitions and Dispositions). In connection with the Transaction,~~in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”).

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~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

The Class A equity interests are entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common stock. The Class A equity interests may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock commencing (i) one year after closing, with respect to 55% of the Class A equity interests, and (ii) 18 months after closing, with respect to the remaining 45% of the Class A equity interests. In connection with the Transaction, thestock. The Company ~~has agreed~~is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired ~~from All Vision for a period of five years,~~in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax ~~liability.~~ liability, plus a tax gross-up.

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Notes to Consolidated Financial Statements

(Unaudited)

During the three months ended ~~September 30, 2017,~~March 31, 2021, we made 0 distributions ~~of $0.7 million~~ to holders of the Class A equity ~~interests, which are recorded in~~ ~~Dividends~~ ~~on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows.~~

interests. As of ~~September 30, 2017, 450,000,000~~March 31, 2021, 1,527,579 Class A equity interests have been redeemed for shares of the Company’s common stock.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock ~~par value $0.01 per share, were authorized; 138,636,305 shares were issued and outstanding; and 50,000,000 shares~~up to an aggregate offering price of ~~our preferred stock, par value $0.01 per share, were authorized with~~$300.0 million. We have no ~~shares issued and outstanding.~~

On ~~October 25, 2017, we announced that our board~~obligation to sell any of ~~directors approved a quarterly cash dividend of $0.36 per share on~~ our common stock ~~payable~~under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. NaN shares were sold under the ATM Program during the three months ended March 31, 2021. As of March 31, 2021, we had approximately $232.5 million of capacity remaining under the ATM Program.

Note 11. Revenues

The following table summarizes revenues by source:


	Three Months Ended
	March 31,
(in millions)		2021		2020
Billboard:
Static displays		$	165.1	$	201.1
Digital displays		49.3		60.4
Other		9.2		9.4
Billboard revenues		223.6		270.9
Transit:
Static displays		23.9		65.1
Digital displays		6.4		27.7
Other		4.6		7.4
Total transit revenues		34.9		100.2
Sports marketing and other		0.7		14.2
Transit and other revenues		35.6		114.4
Total revenues		$	259.2	$	385.3

Rental income was $215.8 million in the three months ended March 31, 2021, and $262.3 million in the three months ended March 31, 2020, and is recorded in Billboard revenues on ~~December 29, 2017, to stockholders~~the Consolidated Statement of ~~record at the close of business on~~ ~~December 8, 2017~~.Operations.

The following table summarizes revenues by geography:


	Three Months Ended
	March 31,
(in millions)		2021		2020
United States:
Billboard		$	212.5	$	256.5
Transit and other		32.9		98.2
Sports marketing and other		0.7		14.2
Total United States revenues		246.1		368.9
Canada		13.1		16.4
Total revenues		$	259.2	$	385.3

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2020, during the three months ended March 31, 2021.

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Notes to Consolidated Financial Statements

(Unaudited)

Note 9.12. Restructuring Charges

~~For the three months ended September 30, 2017, we recorded restructuring charges of $1.6 million, of which $1.2 million was recorded in~~ ~~Other~~ ~~for severance charges primarily associated with the Transaction and $0.4 million was recorded in our~~ ~~U.S. Media~~ segment for severance charges associated with the reorganization of our sales management functions. For the nine months ended September 30, 2017, we recorded restructuring charges of $6.3 million, of which $4.0 million was recorded in ~~Other~~ ~~for severance charges primarily associated with the Transaction and $2.3 million was recorded in our~~ ~~U.S. Media~~ segment for severance charges associated with the reorganization of our sales management and administrative functions. For nine months ended September 30, 2016, we recorded restructuring charges of $0.4 million in our U.S. Media segment for severance charges associated with the reorganization of our sales management and administrative functions. As of ~~September 30, 2017, $5.0~~March 31, 2021, $1.0 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

Note ~~10. Acquisitions and Dispositions~~

13. Acquisitions

In connection with the Transaction, the Company paid approximately $94.4 million for the assets, comprised of $50.0 million in cash and $44.4 million, or 1,953,407 shares, of Class A equity interests of Outfront Canada, subject to post-closing adjustments (upward or downward) for closing date working capital and indebtedness, and for the achievement of certain operating income before depreciation and amortization targets relating to All Vision’s assets in 2017 and 2018. The issued Class A equity interests of Outfront Canada are redeemable non-controlling interests and are included in ~~Non-controlling interests~~ on our Consolidated Statement of Financial Position based on actual foreign currency exchange rates on the closing date of the Transaction compared to the negotiated foreign currency exchange rate used in the valuation described above.

The preliminary allocation of the purchase price of approximately $94.4 million is based on management’s estimate of the fair value of the assets acquired and liabilities assumed on the closing date of the Transaction, which was $50.3 million of identified intangible assets, $44.1 million of goodwill, $14.6 million of deferred tax liabilities and $14.6 million of other assets and liabilities (primarily property and equipment). These preliminary estimates may be revised in future periods. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~Including the Transaction, we~~We completed several asset acquisitions for a total purchase price of approximately ~~$107.4~~$15.8 million in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, and ~~$64.7~~$6.6 million in the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2020.

~~Dispositions~~

~~On April 1, 2016,~~In the second quarter of 2018, we entered into an agreement to acquire 14 digital and 7 static billboard displays in California for a total estimated purchase price of $35.4 million. In the second quarter of 2019, we completed ~~the Disposition and received $82.0~~this acquisition except with respect to 4 digital displays, which we expect to acquire in 2022 for an estimated purchase price of $9.2 million, ~~in cash plus working capital, which was~~ subject to ~~post-closing adjustments.~~customary closing conditions and the timing of site development.

~~Asset Swap~~

On July 1, 2017, we completed the acquisition of digital billboards in the Boston, Massachusetts, DMA in exchange for static billboards in four non-metropolitan market clusters, which resulted in a non-cash gain of $13.2 million.

Note ~~11.~~14. Stock-Based Compensation

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 restricted share unit (“RSU”) awards were equal to 100% of each executive officer’s current base salary, and comprised of 60% performance-based RSUs (“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 two-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 the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.


	Three Months Ended
	March 31,
(in millions)		2021		2020
Stock-based compensation expenses (RSUs and PRSUs), before income taxes		$	6.0	$	5.8
Tax benefit		(0.3)		(0.4)
Stock-based compensation expense, net of tax		$	5.7	$	5.4

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”) $ 5.1
$ 4.4
$ 15.9
$ 13.6
Stock options 0.1
0.1
0.2
0.2
Stock-based compensation expense, before income taxes 5.2
4.5
16.1
13.8
Tax benefit (0.6 ) (0.5 ) (1.6 ) (1.5 )
Stock-based compensation expense, net of tax $ 4.6
$ 4.0
$ 14.5
$ 12.3

As of ~~September 30, 2017,~~March 31, 2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was ~~$23.2~~$52.6 million, which is expected to be recognized over a weighted average period of ~~1.8 years, and total unrecognized compensation cost related to non-vested stock options was immaterial.~~2.1 years.

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Notes to Consolidated Financial Statements

(Unaudited)

RSUs and PRSUs

The following table summarizes activity for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, of RSUs and PRSUs issued to our employees.


	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2020	2,208,059	$	24.80
Granted:
RSUs	954,350	21.48
PRSUs	567,571	23.34
Vested:
RSUs	(651,997)	24.55
PRSUs	(239,202)	21.81
Forfeitures:
RSUs	(6,178)	25.48
PRSUs	(259,086)	30.63
Non-vested as of March 31, 2021	2,573,517	23.00

Activity Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2016 1,637,141
$ 22.71
Granted:
RSUs 526,488
26.88
PRSUs 254,931
27.17
Vested:
RSUs (536,008 ) 23.21
PRSUs (210,370 ) 24.26
Forfeitures:
RSUs (37,675 ) 24.17
PRSUs (22,350 ) 19.01
Non-vested as of September 30, 2017 1,612,157
24.42

Stock Options

The following table summarizes activity for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, of stock options issued to our employees.


	Activity	Weighted Average Exercise Price
Outstanding as of December 31, 2020	103,413	$	26.39


Outstanding as of March 31, 2021	103,413	26.39

Exercisable as of March 31, 2021	103,413	26.39

Activity Weighted Average Exercise Price
Outstanding as of December 31, 2016 294,897
$ 15.72
Exercised (129,604 ) 9.37
Outstanding as of September 30, 2017 165,293
20.69

Exercisable as of September 30, 2017 165,293
20.69

As of March 31, 2021, all exercisable stock options issued to our employees were out-of-the-money based on the closing stock price of our common stock of $21.83.

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~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Note ~~12.~~15. Retirement Benefits

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


	Three Months Ended
	March 31,
(in millions)		2021		2020
Components of net periodic pension cost:
Service cost		$	0.1	$	0.4
Interest cost		0.5		0.7
Expected return on plan assets		(0.8)		(1.1)
Amortization of net actuarial losses(a)		0.2		0.3

Net periodic pension cost		$	0	$	0.3

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

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Notes to Consolidated Financial Statements

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Components of net periodic pension cost:
Service cost $ 0.4
$ 0.4
$ 1.1
$ 1.1
Interest cost 0.5
0.5
1.4
1.4
Expected return on plan assets (0.5 ) (0.5 ) (1.6 ) (1.6 )
Amortization of net actuarial losses^(a)
0.1
0.2
0.4
0.5
Amortization of transitional obligation (0.1 ) (0.1 ) (0.1 ) (0.1 )
Net periodic pension cost $ 0.4
$ 0.5
$ 1.2
$ 1.3


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

In the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we contributed ~~$1.6~~$0.3 million to our pension plans. In ~~2017,~~2021, we expect to contribute approximately ~~$2.1~~$1.2 million to our pension plans.

Note ~~13.~~16. Income Taxes

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal 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 our foreign subsidiaries,~~ as ~~taxable REIT subsidiaries (“TRSs”).~~TRSs. As such, we have provided for their federal, state and foreign income taxes.

Tax years 2017 to present are open for examination by the tax authorities.

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

In the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Note ~~14.~~17. Earnings Per Share (“EPS”)


	Three Months Ended
	March 31,
(in millions)		2021		2020
Net income (loss) available for common stockholders		$	(67.7)	$	6.1
Less: Distributions to holders of Series A Preferred Stock		7.0		0
Less: Distributions to holders of Class A equity interests of a subsidiary		0		0.4

Net income (loss) available for common stockholders, basic and diluted		$	(74.7)	$	5.7

Weighted average shares for basic EPS		144.8		143.9
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)		0		0.8

Weighted average shares for diluted EPS		144.8		144.7

(a)The potential impact of an aggregate 1.9 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2021, and 0.5 million granted RSUs, PRSUs and stock options in the three months ended March 31, 2020, were antidilutive.

(b)The potential impact of 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended March 31, 2021, was antidilutive.

(c)The potential impact of 0.8 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2021, and 1.1 million of Class A equity interests of Outfront Canada in the three months ended March 31, 2020, was antidilutive. (See Note 10. Equity to the Consolidated Financial Statements.)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Net income available for common stockholders, diluted $ 50.7
$ 38.1
$ 90.3
$ 64.3

Less: Distributions to holders of Class A equity interests of a subsidiary^(b)
0.7
—
0.7
—
Net income available for common stockholders, basic $ 50.0
$ 38.1
$ 89.6
$ 64.3

Weighted average shares for basic EPS 138.6
138.0
138.5
137.9
Dilutive potential shares from grants of RSUs, PRSUs and stock options^(a)
0.3
0.5
0.4
0.5
Dilutive potential shares upon redemption of shares of Class A equity interests of a subsidiary^(b)
2.0
—
0.8
—
Weighted average shares for diluted EPS 140.9
138.5
139.7
138.4

~~(a)~~

The potential impact of an aggregate 0.6 million granted RSUs, PRSUs and stock options in the three months ended September 30, 2017, 0.2 million in the three months ended September 30, 2016, 0.4 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2017, and 0.5 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2016, were antidilutive.


~~(b)~~	On June 13, 2017, 1,953,407 shares of Class A equity interests of Outfront Canada were issued, which may be redeemed by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments), at our option, after a certain time period. (See Note 8. ~~Equity~~.)

Note ~~15.~~18. Commitments and Contingencies

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of ~~operating lease arrangements and~~ guaranteed minimum annual payments. These arrangements result from our normal course of business and represent obligations that are payable over several years.

Contractual Obligations

~~We have long-term operating leases for office space, billboard sites and equipment, which expire at various dates. Certain leases contain renewal and escalation clauses.~~

We have agreements with municipalities and transit operators ~~which~~that 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. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

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~~We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us~~OUTFRONT Media Inc.

Notes to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment.Consolidated Financial Statements

(Unaudited)

On September 27, 2017, the board of directors of the New York Metropolitan Transportation Authority (the “MTA”) awarded the Company the transit advertising and communications concession agreement for subway, commuter rail (Metro-North and Long Island Railroad) and buses for a 10-year term, with an additional 5-year extension at our option, subject to the execution of a definitive agreement.

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

displays throughout the transit system. ~~Our currently estimated~~As presented in the table below, recoupable MTA equipment deployment costs ~~will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these deployment costs will be~~are recorded as Prepaid ~~lease and transit franchise~~MTA equipment deployment costs and Intangible assetson our Consolidated Statement of Financial ~~Position. We expect~~Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to ~~utilize third party financing~~receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to ~~fund~~cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. We did not recoup any equipment deployment costs in the three months ended March 31, 2021, and it is unlikely we will ~~increase our letters~~recoup equipment deployment costs in the remainder of ~~credit~~2021. In June 2020, we entered into an amendment to the MTA agreement, pursuant to which, (i) for up to $143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70% and 30% of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) any guaranteed minimum annual payment amounts that would have been paid for the ~~benefit~~period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA ~~from approximately $30.0 million~~agreement, as amended. We have engaged, and will continue to ~~$136.0 million,~~engage, in constructive conversations with the MTA regarding possible modifications to the overall scope and term under the MTA agreement. As of March 31, 2021, 7,645 digital displays had been installed, of which ~~is subject to change as equipment~~265 installations ~~are completed and revenues are generated.~~occurred in the three months ended March 31, 2021.


(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization		Ending Balance
Three months ended March 31, 2021:
Prepaid MTA equipment deployment costs	$	204.6	$	3.6	$	—	$	—	$	208.2
Other current assets	28.0		9.1		(16.2)		—		20.9
Intangible assets (franchise agreements)	58.4		4.7		—		(2.5)		60.6
Total	$	291.0	$	17.4	$	(16.2)	$	(2.5)	$	289.7

Year ended December 31, 2020:
Prepaid MTA equipment deployment costs	$	171.5	$	33.1	$	—	$	—	$	204.6
Other current assets	—		44.4		(16.4)		—		28.0
Intangible assets (franchise agreements)	38.3		26.0		—		(5.9)		58.4
Total	$	209.8	$	103.5	$	(16.4)	$	(5.9)	$	291.0

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. ~~The~~As of March 31, 2021, the outstanding letters of credit were approximately $74.1 million and outstanding surety bonds ~~approximated $129.4~~were approximately $167.5 million, ~~as of September 30, 2017,~~ and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Note ~~16.~~19. Segment Information

~~As of April 1, 2016, we~~We currently manage our operations through ~~three~~2 operating segments—~~(1)~~ U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, ~~(2)~~and International. International ~~and (3) Sports Marketing. International and Sports Marketing do~~does not meet the criteria to be a reportable segment and accordingly, ~~are both~~is included in Other.

The following tables set forth our financial performance by segment. ~~Historical financial information by reportable segment has been recast to reflect~~In the ~~current period’s presentation. On April 1, 2016,~~third quarter of 2020, we completed the Sports Disposition. Historical operating results for our ~~advertising business in Latin America~~Sports Marketing operating segment through June 30, 2020, are included in Other.


	Three Months Ended				Nine Months Ended					Three Months Ended
	September 30,				September 30,					March 31,
(in millions)	2017		2016		2017		2016		(in millions)		2021		2020
Revenues:									Revenues:
U.S. Media	$	363.0	$	356.7	$	1,037.2	$	1,025.8	U.S. Media		$	245.4	$	354.7
Other	29.4		26.1		82.0		90.7		Other		13.8		30.6
Total revenues	$	392.4	$	382.8	$	1,119.2	$	1,116.5	Total revenues		$	259.2	$	385.3

We present Operating income (loss) before Depreciation, Amortization, Net gain on dispositionsand Stock-based compensation ~~Restructuring charges~~ ~~and~~ ~~Loss on real estate assets held for sale~~ (“(“Adjusted OIBDA”) as the primary measure of profit and loss for our operating ~~segments in accordance~~segments.


	Three Months Ended
	March 31,
(in millions)		2021		2020
Net income (loss) before allocation to non-controlling interests		$	(67.6)	$	6.3
Benefit for income taxes		(4.7)		(1.7)
Equity in earnings of investee companies, net of tax		0.4		(0.4)
Interest expense, net		34.6		29.8
Loss on extinguishment of debt		6.3		0
Other income, net		0		(0.2)
Operating income (loss)		(31.0)		33.8

Net gain on dispositions		(0.3)		(0.1)
Depreciation and amortization(a)		36.4		36.0
Stock-based compensation		6.0		5.8
Total Adjusted OIBDA(a)		$	11.1	$	75.5

Adjusted OIBDA:
U.S. Media(a)		$	24.6	$	80.0
Other(a)		(2.0)		0
Corporate		(11.5)		(4.5)
Total Adjusted OIBDA(a)		$	11.1	$	75.5

(a)Consistent with the ~~FASB guidance for~~current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in the three months ended March 31, 2020, of which $10.8 million was recorded in our U.S. Media segment ~~reporting.~~and $0.5 million was recorded in Other, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

2122

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2021		2020
Operating income (loss):
U.S. Media		$	(8.6)	$	47.4
Other		(4.9)		(3.3)
Corporate		(17.5)		(10.3)
Total operating income (loss)		$	(31.0)	$	33.8

Net gain on dispositions:
U.S. Media		$	(0.3)	$	(0.1)

Total gain on dispositions		$	(0.3)	$	(0.1)

Depreciation and amortization:
U.S. Media(a)		$	33.5	$	32.7
Other(a)		2.9		3.3
Total depreciation and amortization(a)		$	36.4	$	36.0

Capital expenditures:
U.S. Media		$	8.9	$	17.3
Other		0.5		0.9
Total capital expenditures		$	9.4	$	18.2

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Net income $ 50.7
$ 38.1
$ 90.3
$ 64.3
(Benefit) provision for income taxes 2.0
(1.5 ) (0.8 ) 0.6
Equity in earnings of investee companies, net of tax (1.4 ) (1.4 ) (3.8 ) (3.8 )
Interest expense, net 29.2
28.3
85.9
85.6
Other expense, net (0.2 ) —
(0.3 ) —
Operating income 80.3
63.5
171.3
146.7
Restructuring charges 1.6
—
6.3
0.4
Loss on real estate assets held for sale —
—
—
1.3
Net gain on dispositions (14.1 ) (2.3 ) (13.6 ) (1.7 )
Depreciation and amortization 47.8
55.0
142.9
171.3
Stock-based compensation 5.2
4.5
16.1
13.8
Total Adjusted OIBDA $ 120.8
$ 120.7
$ 323.0
$ 331.8

Adjusted OIBDA:
U.S. Media $ 129.2
$ 129.3
$ 349.9
$ 347.9
Other 1.9
2.2
4.8
12.8
Corporate (10.3 ) (10.8 ) (31.7 ) (28.9 )
Total Adjusted OIBDA $ 120.8
$ 120.7
$ 323.0
$ 331.8
(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in the three months ended March 31, 2020, of which $10.8 million was recorded in our U.S. Media segment and $0.5 million was recorded in Other, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.


	As of
(in millions)	March 31, 2021		December 31, 2020
Assets:
U.S. Media	$	4,950.8	$	4,977.2
Other	245.8		249.5
Corporate	517.3		670.2
Total assets	$	5,713.9	$	5,896.9

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Operating income (loss):
U.S. Media $ 100.7
$ 81.5
$ 232.1
$ 194.3
Other (4.9 ) (2.7 ) (13.0 ) (4.9 )
Corporate (15.5 ) (15.3 ) (47.8 ) (42.7 )
Total operating income $ 80.3
$ 63.5
$ 171.3
$ 146.7

Net gain on dispositions:
U.S. Media $ (14.1 ) $ (2.3 ) $ (13.6 ) $ (1.7 )
Total gain on dispositions $ (14.1 ) $ (2.3 ) $ (13.6 ) $ (1.7 )

Depreciation and amortization:
U.S. Media $ 42.2
$ 50.1
$ 129.1
$ 154.9
Other 5.6
4.9
13.8
16.4
Total depreciation and amortization $ 47.8
$ 55.0
$ 142.9
$ 171.3

Capital expenditures:
U.S. Media $ 15.1
$ 14.0
$ 54.6
$ 42.6
Other 1.3
1.6
4.0
3.0
Total capital expenditures $ 16.4
$ 15.6
$ 58.6
$ 45.6

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

As of
(in millions) September 30, 2017 December 31, 2016
Assets:
U.S. Media $ 3,537.5
$ 3,578.8
Other 266.2
145.5
Corporate 10.2
14.2
Total assets $ 3,813.9
$ 3,738.5

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

~~Note 17. Condensed Consolidating Financial Information~~

We and our material existing and future direct and indirect 100% owned domestic subsidiaries (except Finance LLC and Outfront Media Capital Corporation, the borrowers under the Term Loan and the Revolving Credit Facility) guarantee the obligations under the Term Loan and the Revolving Credit Facility. Our senior unsecured notes are fully and unconditionally, and jointly and severally guaranteed on a senior unsecured basis by us and each of our direct and indirect wholly owned domestic subsidiaries that guarantees the Term Loan and the Revolving Credit Facility (see Note 7. ~~Debt~~). The following condensed consolidating schedules present financial information on a combined basis in conformity with the SEC’s Regulation S-X, Rule 3-10 for: (i) OUTFRONT Media Inc. (the “Parent Company”); (ii) Finance LLC (the “Subsidiary Issuer”); (iii) the guarantor subsidiaries; (iv) the non-guarantor subsidiaries, including the SPV; (v) elimination entries necessary to consolidate the Parent Company and the Subsidiary Issuer, the guarantor subsidiaries and non-guarantor subsidiaries; and (vi) the Parent Company on a consolidated basis. Outfront Media Capital Corporation is a co-issuer finance subsidiary with no assets or liabilities, and therefore has not been included in the tables below.

As of September 30, 2017
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Current assets:
Cash and cash equivalents $ —
$ 4.6
$ 2.9
$ 34.5
$ —
$ 42.0
Receivables, less allowance —
—
53.1
209.8
(22.3 ) 240.6
Other current assets —
1.1
63.1
20.5
(6.5 ) 78.2
Total current assets —
5.7
119.1
264.8
(28.8 ) 360.8
Property and equipment, net —
—
612.1
59.1
—
671.2
Goodwill —
—
2,059.9
79.3
—
2,139.2
Intangible assets —
—
521.9
53.2
—
575.1
Investment in subsidiaries 1,195.0
3,360.7
302.2
—
(4,857.9 ) —
Other assets —
3.6
61.1
2.9
—
67.6
Intercompany —
—
123.7
148.3
(272.0 ) —
Total assets $ 1,195.0
$ 3,370.0
$ 3,800.0
$ 607.6
$ (5,158.7 ) $ 3,813.9

Total current liabilities $ —
$ 30.3
$ 186.8
$ 105.5
$ (28.8 ) $ 293.8
Long-term debt, net —
2,144.7
—
—
—
2,144.7
Deferred income tax liabilities, net —
—
—
21.1
—
21.1
Asset retirement obligation —
—
29.8
4.9
—
34.7
Deficit in excess of investment of subsidiaries —
—
2,165.7
—
(2,165.7 ) —
Other liabilities —
—
74.4
4.7
—
79.1
Intercompany —
—
148.3
123.7
(272.0 ) —
Total liabilities —
2,175.0
2,605.0
259.9
(2,466.5 ) 2,573.4
Total stockholders’ equity 1,195.0
1,195.0
1,195.0
302.2
(2,692.2 ) 1,195.0
Non-controlling interests —
—
—
45.5
—
45.5
Total equity 1,195.0
1,195.0
1,195.0
347.7
(2,692.2 ) 1,240.5
Total liabilities and equity $ 1,195.0
$ 3,370.0
$ 3,800.0
$ 607.6
$ (5,158.7 ) $ 3,813.9

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

As of December 31, 2016
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Current assets:
Cash and cash equivalents $ —
$ 11.4
$ 35.8
$ 18.0
$ —
$ 65.2
Receivables, less allowances —
—
207.9
14.1
—
222.0
Other current assets —
1.1
77.9
12.0
—
91.0
Total current assets —
12.5
321.6
44.1
—
378.2
Property and equipment, net —
—
621.4
43.6
—
665.0
Goodwill —
—
2,059.9
29.5
—
2,089.4
Intangible assets —
—
545.3
—
—
545.3
Investment in subsidiaries 1,233.0
3,371.9
114.4
—
(4,719.3 ) —
Other assets —
1.1
56.9
2.6
—
60.6
Intercompany —
—
42.7
67.0
(109.7 ) —
Total assets $ 1,233.0
$ 3,385.5
$ 3,762.2
$ 186.8
$ (4,829.0 ) $ 3,738.5

Total current liabilities $ —
$ 15.7
$ 223.4
$ 12.4
$ —
$ 251.5
Long-term debt, net —
2,136.8
—
—
—
2,136.8
Deferred income tax liabilities, net —
—
—
8.5
—
8.5
Asset retirement obligation —
—
29.7
4.4
—
34.1
Deficit in excess of investment of subsidiaries —
—
2,138.9
—
(2,138.9 ) —
Other liabilities —
—
70.2
4.4
—
74.6
Intercompany —
—
67.0
42.7
(109.7 ) —
Total liabilities —
2,152.5
2,529.2
72.4
(2,248.6 ) 2,505.5
Total stockholders’ equity 1,232.9
1,232.9
1,232.9
114.4
(2,580.2 ) 1,232.9
Non-controlling interests 0.1
0.1
0.1
—
(0.2 ) 0.1
Total equity 1,233.0
1,233.0
1,233.0
114.4
(2,580.4 ) 1,233.0
Total liabilities and equity $ 1,233.0
$ 3,385.5
$ 3,762.2
$ 186.8
$ (4,829.0 ) $ 3,738.5

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~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Three Months Ended September 30, 2017
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:
Billboard $ —
$ —
$ 254.6
$ 17.8
$ —
$ 272.4
Transit and other —
—
116.7
3.3
—
120.0
Total revenues —
—
371.3
21.1
—
392.4
Expenses:
Operating —
—
198.9
13.7
—
212.6
Selling, general and administrative 0.4
—
61.1
2.7
—
64.2
Restructuring charges —
—
0.7
0.9
—
1.6
Net gain on dispositions —
—
(14.1 ) —
—
(14.1 )
Depreciation —
—
18.9
3.4
—
22.3
Amortization —
—
23.6
1.9
—
25.5
Total expenses 0.4
—
289.1
22.6
—
312.1
Operating income (loss) (0.4 ) —
82.2
(1.5 ) —
80.3
Interest income (expense), net —
(28.7 ) (0.1 ) (0.4 ) —
(29.2 )
Other income, net —
—
—
0.2
—
0.2
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies (0.4 ) (28.7 ) 82.1
(1.7 ) —
51.3
Benefit (provision) for income taxes —
—
(2.8 ) 0.8
—
(2.0 )
Equity in earnings of investee companies, net of tax 51.1
79.8
(28.2 ) 0.2
(101.5 ) 1.4
Net income (loss) $ 50.7
$ 51.1
$ 51.1
$ (0.7 ) $ (101.5 ) $ 50.7

Net income (loss) $ 50.7
$ 51.1
$ 51.1
$ (0.7 ) $ (101.5 ) $ 50.7
Total other comprehensive income, net of tax 8.3
8.3
8.3
8.3
(24.9 ) 8.3
Total comprehensive income $ 59.0
$ 59.4
$ 59.4
$ 7.6
$ (126.4 ) $ 59.0

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Three Months Ended September 30, 2016
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:
Billboard $ —
$ —
$ 256.4
$ 14.1
$ —
$ 270.5
Transit and other —
—
109.3
3.0
—
112.3
Total revenues —
—
365.7
17.1
—
382.8
Expenses:
Operating —
—
189.9
11.6
—
201.5
Selling, general and administrative 0.4
0.1
61.1
3.5
—
65.1
Net gain on dispositions —
—
(2.3 ) —
—
(2.3 )
Depreciation —
—
23.2
3.5
—
26.7
Amortization —
—
27.6
0.7
—
28.3
Total expenses 0.4
0.1
299.5
19.3
—
319.3
Operating income (loss) (0.4 ) (0.1 ) 66.2
(2.2 ) —
63.5
Interest expense, net —
(28.3 ) —
—
—
(28.3 )
Other income, net —
—
—
—
—
—
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies (0.4 ) (28.4 ) 66.2
(2.2 ) —
35.2
Benefit for income taxes —
—
1.0
0.5
—
1.5
Equity in earnings of investee companies, net of tax 38.5
66.9
(28.7 ) 0.3
(75.6 ) 1.4
Net income (loss) $ 38.1
$ 38.5
$ 38.5
$ (1.4 ) $ (75.6 ) $ 38.1

Net income (loss) $ 38.1
$ 38.5
$ 38.5
$ (1.4 ) $ (75.6 ) $ 38.1
Total other comprehensive loss, net of tax (1.4 ) (1.4 ) (1.4 ) (1.4 ) 4.2
(1.4 )
Total comprehensive income (loss) $ 36.7
$ 37.1
$ 37.1
$ (2.8 ) $ (71.4 ) $ 36.7

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Nine Months Ended September 30, 2017
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:
Billboard $ —
$ —
$ 738.9
$ 43.7
$ —
$ 782.6
Transit and other —
—
327.7
8.9
—
336.6
Total revenues —
—
1,066.6
52.6
—
1,119.2
Expenses:
Operating —
—
580.8
37.0
—
617.8
Selling, general and administrative 1.2
0.8
182.8
9.7
—
194.5
Restructuring charges —
—
2.5
3.8
—
6.3
Net gain on dispositions —
—
(13.6 ) —
—
(13.6 )
Depreciation —
—
59.1
9.2
—
68.3
Amortization —
—
71.3
3.3
—
74.6
Total expenses 1.2
0.8
882.9
63.0
—
947.9
Operating income (loss) (1.2 ) (0.8 ) 183.7
(10.4 ) —
171.3
Interest expense, net —
(85.2 ) (0.4 ) (0.3 ) —
(85.9 )
Other income, net —
—
—
0.3
—
0.3
Income (loss) before benefit for income taxes and equity in earnings of investee companies (1.2 ) (86.0 ) 183.3
(10.4 ) —
85.7
Benefit (provision) for income taxes —
—
(2.8 ) 3.6
—
0.8
Equity in earnings of investee companies, net of tax 91.5
177.5
(89.0 ) 0.6
(176.8 ) 3.8
Net income (loss) $ 90.3
$ 91.5
$ 91.5
$ (6.2 ) $ (176.8 ) $ 90.3

Net income (loss) $ 90.3
$ 91.5
$ 91.5
$ (6.2 ) $ (176.8 ) $ 90.3
Total other comprehensive income, net of tax 13.7
13.7
13.7
13.7
(41.1 ) 13.7
Total comprehensive income $ 104.0
$ 105.2
$ 105.2
$ 7.5
$ (217.9 ) $ 104.0

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Nine Months Ended September 30, 2016
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:
Billboard $ —
$ —
$ 743.4
$ 51.1
$ —
$ 794.5
Transit and other —
—
312.2
9.8
—
322.0
Total revenues —
—
1,055.6
60.9
—
1,116.5
Expenses:
Operating —
—
561.2
41.7
—
602.9
Selling, general and administrative 1.1
0.2
181.1
13.2
—
195.6
Restructuring charges —
—
0.4
—
—
0.4
Loss on real estate assets held for sale —
—
—
1.3
—
1.3
Net gain on dispositions —
—
(1.7 ) —
—
(1.7 )
Depreciation —
—
72.3
12.0
—
84.3
Amortization —
—
84.8
2.2
—
87.0
Total expenses 1.1
0.2
898.1
70.4
—
969.8
Operating income (loss) (1.1 ) (0.2 ) 157.5
(9.5 ) —
146.7
Interest expense, net —
(85.5 ) (0.1 ) —
—
(85.6 )
Income (loss) before provision for income taxes and equity in earnings of investee companies (1.1 ) (85.7 ) 157.4
(9.5 ) —
61.1
Benefit (provision) for income taxes —
—
(1.1 ) 0.5
—
(0.6 )
Equity in earnings of investee companies, net of tax 65.4
151.1
(90.9 ) 0.7
(122.5 ) 3.8
Net income (loss) $ 64.3
$ 65.4
$ 65.4
$ (8.3 ) $ (122.5 ) $ 64.3

Net income (loss) $ 64.3
$ 65.4
$ 65.4
$ (8.3 ) $ (122.5 ) $ 64.3
Total other comprehensive income, net of tax 104.6
104.6
104.6
104.6
(313.8 ) 104.6
Total comprehensive income $ 168.9
$ 170.0
$ 170.0
$ 96.3
$ (436.3 ) $ 168.9

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Nine Months Ended September 30, 2017
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash flow provided by (used for) operating activities $ (1.2 ) $ (73.0 ) $ 229.1
$ 27.7
$ —
$ 182.6
Investing activities:
Capital expenditures —
—
(53.7 ) (4.9 ) —
(58.6 )
Acquisitions —
—
(11.2 ) (51.6 ) —
(62.8 )
Net proceeds from dispositions —
—
1.6
—
—
1.6
Net cash flow used for investing activities —
—
(63.3 ) (56.5 ) —
(119.8 )
Financing activities:
Proceeds from long-term borrowings - term loan —
8.3
—
—
—
8.3
Proceeds from borrowings under short-term debt facilities —
90.0
—
133.0
—
223.0
Repayments of borrowings under short-term debt facilities —
(90.0 ) —
(60.0 ) —
(150.0 )
Payments of deferred financing costs —
(7.5 ) —
(0.2 ) —
(7.7 )
Proceeds from stock option exercises 1.2
—
—
—
—
1.2
Earnout payment related to prior acquisition —
—
(2.0 ) —
—
(2.0 )
Taxes withheld for stock-based compensation —
—
(8.2 ) —
—
(8.2 )
Dividends (150.3 ) —
(0.7 ) —
—
(151.0 )
Intercompany 150.3
65.4
(187.6 ) (28.1 ) —
—
Other —
—
(0.2 ) —
—
(0.2 )
Net cash flow provided by (used for) financing activities 1.2
66.2
(198.7 ) 44.7
—
(86.6 )
Effect of exchange rate changes on cash and cash equivalents —
—
—
0.6
—
0.6
Net increase (decrease) in cash and cash equivalents —
(6.8 ) (32.9 ) 16.5
—
(23.2 )
Cash and cash equivalents at beginning of period —
11.4
35.8
18.0
—
65.2
Cash and cash equivalents at end of period $ —
$ 4.6
$ 2.9
$ 34.5
$ —
$ 42.0

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Nine Months Ended September 30, 2016
(in millions) Parent Company Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash flow provided by (used for) operating activities $ (1.1 ) $ (77.2 ) $ 280.7
$ (1.7 ) $ —
$ 200.7
Investing activities:
Capital expenditures —
—
(42.6 ) (3.0 ) —
(45.6 )
Acquisitions —
—
(64.7 ) —
—
(64.7 )
Net proceeds from dispositions —
—
2.9
87.5
—
90.4
Net cash flow provided by (used for) investing activities —
—
(104.4 ) 84.5
—
(19.9 )
Financing activities:
Repayments of long-term borrowings -term loan —
(60.0 ) —
—
—
(60.0 )
Proceeds from borrowings under short-term debt facilities —
35.0
—
—
—
35.0
Repayments of borrowings under short-term debt facilities —
(35.0 ) —
—
—
(35.0 )
Payments of deferred financing costs —
(0.4 ) —
—
—
(0.4 )
Taxes withheld for stock-based compensation —
—
(7.0 ) —
—
(7.0 )
Dividends (141.7 ) —
—
—
—
(141.7 )
Intercompany 142.8
76.5
(143.3 ) (76.0 ) —
—
Other —
—
(0.2 ) —
—
(0.2 )
Net cash flow provided by (used for) financing activities 1.1
16.1
(150.5 ) (76.0 ) —
(209.3 )
Net increase (decrease) in cash and cash equivalents —
(61.1 ) 25.8
6.8
—
(28.5 )
Cash and cash equivalents at beginning of period —
81.6
8.5
11.5
—
101.6
Cash and cash equivalents at end of period $ —
$ 20.5
$ 34.3
$ 18.3
$ —
$ 73.1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed with the Securities and Exchange Commission (the “SEC”) on February ~~23, 2017,~~26, 2021, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed with the SEC on February ~~23, 2017,~~26, 2021, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements. Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “25 largest markets in the U.S.,” ~~“over~~“approximately 150 markets in the U.S. and Canada” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s Designated Market Area rankings as of January 1, ~~2017.~~2021.

Overview

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. We currently manage our operations through ~~three~~two operating segments—~~(1)~~ U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, ~~(2)~~and International. International ~~and (3) Sports Marketing. International and Sports Marketing do~~does not meet the criteria to be a reportable segment and accordingly, ~~are both~~is included in Other (see Note ~~16.~~19. Segment Information to the Consolidated Financial Statements). ~~Prior to April 1, 2016, our International segment included our advertising businesses in Canada and Latin America.~~

~~On April 1, 2016,~~In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the ~~“Disposition”~~“Sports Disposition”), which held all of the assets of our ~~outdoor advertising business~~Sports Marketing operating segment, for a purchase price of approximately $34.6 million in ~~Latin America. (See Note 10.~~ ~~Acquisitions~~cash, subject to closing and ~~Dispositions~~: ~~Dispositions~~ topost-closing adjustments. The Sports Marketing operating segment was the ~~Consolidated Financial Statements.)~~marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States. The operating results of our ~~outdoor advertising business in Latin America~~Sports Marketing operating segment through ~~April 1, 2016,~~June 30, 2020, are included in our Consolidated Financial Statements ~~for the three months ended March 31, 2016,~~ and are included in Other in our segment reporting.

Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across 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. and Canada. We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sports events. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets in the U.S. and Canada. Our top market, high profile location focused portfolio includes sites ~~such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and sites~~ in and around both Grand Central Station and Times Square in New ~~York.~~York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”

~~Using~~In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, ~~we provide advertisers with~~enables us to build campaigns based on the size and demographic composition of ~~the audience that is exposed to individual displays or a complete campaign.~~audiences. As part of our ~~ON Smart Media~~technology platform, we are developing ~~hardware and software~~ solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go. Additionally, our OUTFRONT Mobile Network ~~allows~~and social influence add-on products allow our customers to further leverage location targeting with interactive mobile advertising ~~that uses geofence technology to push mobile ads to consumers within a pre-defined radius around a corresponding billboard display or other designated advertising location.~~and social sharing amplification.

We believe out-of-home ~~advertising~~ continues to be an attractive form of advertising, as our displays ~~are ALWAYS ON™,~~ are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media,

including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added

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services to our customers, such as pre-campaign category research, consumer insights, ~~creative design support,~~ print production and post-campaign tracking and ~~analytics, as well as use of a real-time mobile operations reporting system that facilitates proof of performance to customers for substantially all of our business.~~analytics.

U.S. Media. Our U.S. Media segment generated ~~23%~~12% of its revenues in the New York City metropolitan area in the three months ended ~~September 30, 2017, 25%~~March 31, 2021 and 22% in the three months ended ~~September 30, 2016, 23% in the nine months ended September 30, 2017, and 25% in the nine months ended September 30, 2016,~~March 31, 2020, and generated ~~16%~~15% in the Los Angeles metropolitan area in each of the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020. In the three months ended ~~September 30, 2017,~~March 31, 2021, our U.S. Media segment generated ~~$363.0~~$245.4 million of Revenues and ~~$129.2~~$24.6 million of Operating incomebefore Depreciation, Amortization, Net gain on dispositions andStock-based compensation~~Restructuring charges~~ ~~and~~ ~~Loss on real estate assets held for sale~~ (“Adjusted OIBDA”). In the three months ended ~~September 30, 2016,~~March 31, 2020, our U.S. Media segment generated ~~$356.7~~$354.7 million of Revenues and ~~$129.3 million of Adjusted OIBDA. In the nine months ended September 30, 2017, our~~ ~~U.S. Media~~ ~~segment generated $1,037.2 million of~~ ~~Revenues~~ ~~and $349.9 million of Adjusted OIBDA. In the nine months ended September 30, 2016, our~~ ~~U.S. Media~~ ~~segment generated $1,025.8 million of~~ ~~Revenues~~ ~~and $347.9~~$80.0 million of Adjusted OIBDA. (See the “Segment Results of Operations” section of this MD&A.)

Other (includes International and through June 30, 2020, Sports Marketing). In the three months ended ~~September 30, 2017,~~March 31, 2021, Other generated ~~$29.4~~$13.8 million of Revenues and ~~$1.9 million~~an Adjusted OIBDA loss of ~~Adjusted OIBDA.~~$2.0 million. In the three months ended ~~September 30, 2016,~~ March 31, 2020, Other generated ~~$26.1~~$30.6 million of Revenues and ~~$2.2 million~~Adjusted OIBDA of ~~Adjusted OIBDA.~~$0.0 million.

COVID-19 Impact

The novel coronavirus (“COVID-19”) pandemic and the related preventative measures taken to help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business. Though generally we remain able to continue to sell and service our displays, governmental restrictions have eased in several of our markets and several of our markets have commenced their economic recoveries, our billboard and transit businesses in many of the top DMAs, such as New York and Los Angeles, are still experiencing the significant impacts of the COVID-19 pandemic. In 2021, the ~~nine~~COVID-19 pandemic may continue to, among other things, (i) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise; (ii) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals or otherwise; and (iii) extend delays in the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operation in 2021.

As a result of the impact of the ongoing COVID-19 pandemic on our business and results of operations, we expect our key performance indicators and total revenues to incrementally improve throughout the remainder of 2021 as compared to 2020, but be materially lower in 2021 than pre-COVID-19 pandemic levels, particularly in our U.S. Media segment and with respect to our transit and other business. We expect total expenses to increase throughout the remainder of 2021 as compared to 2020, but be materially lower than pre-COVID-19 pandemic levels, particularly in our U.S. Media segment and with respect to our transit and other business. Additionally, we expect billboard property lease expenses, such as rental expenses, and posting, maintenance and other expenses, as a percentage of revenues, to decrease throughout the remainder of 2021 as compared to 2020, but be materially higher than pre-COVID-19 pandemic levels. We expect transit franchise expenses, such as transit franchise payments, as a percentage of revenues, to increase throughout the remainder of 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels, primarily due to our guaranteed minimum annual payment amounts owed to the MTA, which resumed on January 1, 2021. The impacts described above with respect to 2020 were greatest in the second quarter of 2020, with incremental improvement in the third and fourth quarters of 2020. Accordingly, results for the three months ended ~~September 30, 2017,~~ ~~Other~~ ~~generated $82.0 million~~March 31, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

~~Revenues~~

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and ~~$4.8 million~~safety of ~~Adjusted OIBDA.~~our employees and customers by (i) shifting to a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open or in the process of reopening, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns. None of these actions have caused a significant disruption in our ability to manage the continuity of our business or our internal controls. In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of the ~~nine months ended September 30, 2016,~~ ~~Other~~ ~~generated $90.7 million~~current uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and certain senior unsecured notes; amending the Credit Agreement (as defined below) to modify the calculation of the Company’s financial maintenance covenant ratio under the Credit Agreement; suspending our quarterly dividend payments on our common stock, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our

Table of Contents~~Revenues~~

preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders); and ~~$12.8 million of Adjusted OIBDA.~~reducing SG&A (as defined below) and posting, maintenance and other expenses.

We will continue in 2021 to focus on managing costs and expenses to offset any decreases in revenues in 2021 as compared to pre-COVID-19 pandemic levels. However, we have resumed capital investments in a measured manner, including taking a highly selective approach to new acquisition activity, based on our current financial condition. In addition, we have engaged, and will continue to engage, in constructive conversations with our billboard ground lease landlords and transit franchise partners to mitigate any increases as a percentage of revenues in billboard property lease expenses, transit franchise expenses and posting, maintenance and other expenses.

We continue to monitor the evolving situation and guidance from federal, state and local public health authorities and may take additional actions based on their recommendations. When the COVID-19 pandemic subsides, there can be no assurances as to the time it may take to generate revenues at pre-COVID-19 pandemic levels. There remains uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, which will depend on numerous factors, including, among others, the emergence of new cases of COVID-19 or its variants, hospitalization and mortality rates, and the availability and distribution of safe and effective treatments and vaccines. Accordingly, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material.

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our ~~control.~~control such as the COVID-19 pandemic as described above.

Business Environment

The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers ~~structures~~and structure and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms ~~such~~(such as ~~broadcast and cable~~ television, radio, print ~~media~~ and direct mail ~~marketers.~~marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters supermarkets and taxis.

Increasing the number of digital displays in our ~~most heavily trafficked~~prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four times more revenue per display on average than traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to ~~three~~four times more costs, including higher variable costs associated with the increase in revenue than traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than traditional static billboard displays. ~~We have~~The majority of our digital billboard displays were converted from traditional static billboard displays.

In 2017, we commenced ~~a large scale~~ deployment of state-of-the-art digital transit displays in ~~2016.~~connection with several transit franchises and are planning to increase deployments over the coming years. Once the digital transit displays have been deployed at scale, we expect that revenue generated on digital transit displays will be a multiple of the revenue generated on comparable static transit displays. WeSubject to the impact of the COVID-19 pandemic, we intend to incur significant equipment deployment costs and capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.

We have built or converted 1617 new digital billboard displays in the ~~United States and 6 outside of the United States~~U.S. during the three months ended ~~September 30, 2017. Excluding~~March 31, 2021. Additionally, in the three months ended March 31, 2021, we entered into marketing arrangements to sell advertising on six third-party digital billboard displays ~~under our multimedia rights agreements with colleges, universities~~in the U.S. In the three months ended March 31, 2021, we have built, converted or replaced

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271 digital transit and other ~~educational institutions,~~displays in the U.S. and three digital transit and other displays in Canada. The following table sets forth information regarding our digital displays.


	Digital Revenues (in millions) for the Three Months Ended March 31, 2021(a)						Number of Digital Displays as of March 31, 2021(a)
Location	Digital Billboard		Digital Transit and Other		Total Digital Revenues		Digital Billboard Displays	Digital Transit and Other Displays	Total Digital Displays
United States	$	45.1	$	6.3	$	51.4	1,258	9,171	10,429
Canada	4.2		0.1		4.3		222	108	330
Total	$	49.3	$	6.4	$	55.7	1,480	9,279	10,759

(a)Digital display amounts include 3,293 displays reserved for transit agency use. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

Digital Revenues (in millions)
for the Nine Months Ended
September 30, 2017

Number of Digital Displays as of September 30, 2017^(a)
Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays Percentage of Total Digital Displays
United States $ 114.2
$ 29.9
$ 144.1
809
2,720
3,529
94 %
Canada 9.4
0.1
9.5
150
63
213
6
Total $ 123.6
$ 30.0
$ 153.6
959
2,783
3,742
100 %


~~(a)~~	All displays, including those reserved for transit agency use, and excluding those under our multimedia rights agreements with colleges, universities and other educational institutions. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers ~~cut back on~~adjust their spending following the holiday shopping season. As described above, our revenues and profits may also fluctuate due to external events beyond our control, such as the COVID-19 pandemic.

We have a diversified base of customers across various industries. During ~~each of~~ the three months ended ~~September 30, 2017 and 2016,~~March 31, 2021, our largest categories of advertisers were ~~television,~~professional services, healthcare/pharmaceuticals and retail, ~~and healthcare/pharmaceuticals,~~ each of which represented approximately ~~10%~~13%, 7%9% and 7%8% of our total U.S. Media segment revenues, respectively. During ~~each of~~ the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2020, our largest categories of advertisers were ~~television,~~professional services, computers/internet and retail, ~~and healthcare/pharmaceuticals,~~ each of which represented approximately 8%10%, 8%9% and 7%9% of our total U.S. Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. In the three months ended ~~September 30, 2017,~~March 31, 2021, we generated approximately ~~45%~~38% of our U.S. Media segment revenues from national advertising campaigns compared to approximately ~~47% in the same prior-year period. In the nine months ended September 30, 2017, we generated approximately~~ 43% ~~of our~~ ~~U.S. Media~~ ~~segment revenues from national advertising campaigns compared to approximately 46%~~ in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts.

~~Our current transit contract with the New York Metropolitan Transportation Authority (the “MTA”) represents 50% of our~~ ~~U.S. Media~~ ~~segment transit and other revenues, or 16% of our total~~ ~~U.S. Media~~ ~~segment revenues, in the three months ended September 30, 2017, and represents 53% of our~~ ~~U.S. Media~~ ~~segment transit and other revenues, or 16% of our total~~ ~~U.S. Media~~ segment revenues, in the nine months ended September 30, 2017. On September 27, 2017, the board of directors of the MTA awarded the Company the transit advertising and communications concession agreement for subway, commuter rail (Metro-North and Long Island Railroad) and buses for a 10-year term, with an additional 5-year extension at our option, subject to the execution of a definitive agreement. Under the agreement, we will be obligated to deploy over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing in 2018, and the MTA will be entitled to receive the greater of a percentage of revenues or a guaranteed minimum annual payment. Due to the change in the MTA’s revenue share percentage under the new agreement, we expect our transit franchise operating expenses to decline in year one of the new agreement as compared to prior historical periods, and gradually increase in subsequent years if our revenues increase over an annual base revenue amount. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications screens throughout the transit system. Our currently estimated deployment costs will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these deployment costs will be recorded as ~~Prepaid lease and transit franchise costs~~ ~~and~~ ~~Intangible assets~~ on our Consolidated Statement of Financial Position. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the deployment costs, the costs will not be recovered, which could have an adverse effect on our business, financial condition and results of operation. We expect to utilize third party financing to fund deployment costs, and will increase our letters of credit for the benefit of the MTA from approximately $30.0 million to $136.0 million, which is subject to change as equipment installations are completed and revenues are generated.

Key Performance Indicators

Our management reviews our performance by focusing on the indicators described below.

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

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														Three Months Ended
	Three Months Ended September 30,						Nine Months Ended September 30,							March 31,						%
(in millions, except percentages)	2017		2016		% Change		2017		2016		% Change		(in millions, except percentages)			2021				2020				Change
Revenues	$	392.4	$	382.8	3	%	$	1,119.2	$	1,116.5	—	%	Revenues			$	259.2			$	385.3			(33)	%
Organic revenues^(a)(b)	389.1		383.5		1		1,107.0		1,098.3		1		Organic revenues(a)(b)			259.2				372.1				(30)
Operating income	80.3		63.5		26		171.3		146.7		17
Operating income (loss)													Operating income (loss)			(31.0)				33.8				*
Adjusted OIBDA^(b)(c)	120.8		120.7		—		323.0		331.8		(3	)			11.1				75.5				(85)
Funds from operations (“FFO”)^(b)	78.2		81.9		(5	)	201.8		209.6		(4	)
Adjusted FFO (“AFFO”)^(b)	78.2		83.7		(7	)	194.8		216.9		(10	)
Net income	50.7		38.1		33		90.3		64.3		40
Adjusted OIBDA(b)(c) margin													Adjusted OIBDA(b)(c) margin			4		%		20		%
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.													Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.			(30.4)				44.7				*
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.													Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.			(24.5)				40.0				*
Net income (loss) attributable to OUTFRONT Media Inc.													Net income (loss) attributable to OUTFRONT Media Inc.			(67.7)				6.1				*

~~(a)~~

Organic revenues exclude revenues associated with significant acquisitions and divestitures, and the impact of foreign currency exchange rates (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

~~(b)~~

*Calculation is not meaningful.

(a)Organic revenues exclude revenues associated with a disposition and the impact of foreign currency exchange rates (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

(b)See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Adjusted OIBDA, Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc. and Revenues to organic revenues.

(c)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in the three months ended March 31, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.

~~Operating income~~ ~~to Adjusted OIBDA,~~ ~~Net income~~ ~~to FFO and AFFO, and~~ ~~Revenues~~ ~~to organic revenues.~~

Adjusted OIBDA

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and restructuring ~~charges and loss on real estate assets held for sale.~~charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

FFO and AFFO

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs ~~the non-cash effect of loss on real estate assets held for sale~~ and the same adjustments for our equity-based investments and non-controlling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes ~~costs related to~~ restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, ~~and~~ amortization of deferred financing costs and the same adjustments for our non-controlling interests, as well as the non-cash portion of income taxes, ~~as well as~~and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for

planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served

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if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO ~~AFFO,~~ and ~~related per weighted average share amounts,~~AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO ~~and, as applicable, related per weighted average share amounts,~~ are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., ~~revenues~~ and ~~net income (loss) per common share for diluted earnings per share,~~revenues, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

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Reconciliation of Non-GAAP Financial Measures

The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and ~~AFFO.~~AFFO attributable to OUTFRONT Media Inc.


	Three Months Ended
	March 31,
(in millions, except per share amounts)		2021			2020
Total revenues		$	259.2		$	385.3

Operating income (loss)		$	(31.0)		$	33.8

Net gain on dispositions		(0.3)			(0.1)
Depreciation		20.0			21.0
Amortization(a)		16.4			15.0
Stock-based compensation		6.0			5.8
Adjusted OIBDA(a)		$	11.1		$	75.5
Adjusted OIBDA(a) margin		4		%	20		%

Net income (loss) attributable to OUTFRONT Media Inc.		$	(67.7)		$	6.1
Depreciation of billboard advertising structures		14.1			15.5
Amortization of real estate-related intangible assets		12.4			12.0
Amortization of direct lease acquisition costs		11.2			11.3
Net gain on disposition of real estate assets		(0.3)			(0.1)

Adjustment related to non-controlling interests		(0.1)			(0.1)

FFO attributable to OUTFRONT Media Inc.		(30.4)			44.7
Non-cash portion of income taxes		(5.2)			(2.5)
Cash paid for direct lease acquisition costs		(12.1)			(14.9)
Maintenance capital expenditures		(3.6)			(4.8)

Other depreciation		5.9			5.5
Other amortization		4.0			3.0

Stock-based compensation		6.0			5.8
Non-cash effect of straight-line rent		2.0			1.3
Accretion expense		0.7			0.6
Amortization of deferred financing costs		1.9			1.3
Loss on extinguishment of debt		6.3			—


AFFO attributable to OUTFRONT Media Inc.		$	(24.5)		$	40.0

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except per share amounts) 2017 2016 2017 2016
Operating income $ 80.3
$ 63.5
$ 171.3
$ 146.7
Restructuring charges 1.6
—
6.3
0.4
Loss on real estate assets held for sale —
—
—
1.3
Net gain on dispositions (14.1 ) (2.3 ) (13.6 ) (1.7 )
Depreciation 22.3
26.7
68.3
84.3
Amortization 25.5
28.3
74.6
87.0
Stock-based compensation 5.2
4.5
16.1
13.8
Adjusted OIBDA $ 120.8
$ 120.7
$ 323.0
$ 331.8

Net income $ 50.7
$ 38.1
$ 90.3
$ 64.3
Depreciation of billboard advertising structures 19.1
23.8
59.1
76.5
Amortization of real estate-related intangible assets 11.7
13.1
36.1
40.7
Amortization of direct lease acquisition costs 10.6
9.0
29.5
28.0
Loss on real estate assets held for sale —
—
—
1.3
Net gain on disposition of billboard advertising structures (14.1 ) (2.3 ) (13.6 ) (1.7 )
Adjustment related to equity-based investments 0.2
0.2
0.4
0.5
FFO $ 78.2
$ 81.9
$ 201.8
$ 209.6

FFO per weighted average shares outstanding, diluted $ 0.56
$ 0.59
$ 1.44
$ 1.51

FFO $ 78.2
$ 81.9
$ 201.8
$ 209.6
Non-cash portion of income taxes (1.3 ) (1.6 ) (7.4 ) (0.2 )
Cash paid for direct lease acquisition costs (9.7 ) (8.6 ) (30.0 ) (27.9 )
Maintenance capital expenditures (4.8 ) (4.2 ) (17.4 ) (12.5 )
Restructuring charges 1.6
—
6.3
0.4
Other depreciation 3.2
2.9
9.2
7.8
Other amortization 3.2
6.2
9.0
18.3
Stock-based compensation 5.2
4.5
16.1
13.8
Non-cash effect of straight-line rent 0.9
0.4
1.9
1.0
Accretion expense 0.6
0.6
1.8
1.8
Amortization of deferred financing costs 1.4
1.6
4.6
4.8
Income tax effect of adjustments^(a)
(0.3 ) —
(1.1 ) —
AFFO $ 78.2
$ 83.7
$ 194.8
$ 216.9

AFFO per weighted average shares outstanding, diluted $ 0.56
$ 0.60
$ 1.39
$ 1.57

Net income per common share, diluted $ 0.36
$ 0.28
$ 0.65
$ 0.46

Weighted average shares outstanding, diluted 140.9
138.5
139.7
138.4

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in the three months ended March 31, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.


~~(a)~~	~~Income tax effect related to~~ ~~Restructuring charges~~.

FFO in the three months ended ~~September 30, 2017,~~March 31, 2021, was a deficit of ~~$78.2~~$30.4 million ~~decreased 5%~~ compared to FFO of $44.7 million in the same prior-year ~~period, primarily due to lower depreciation and amortization, partially offset by higher net income.~~period. AFFOin the three months ended ~~September 30, 2017,~~March 31, 2021, was ~~$78.2~~a deficit of $24.5 million ~~a decrease~~compared AFFO of ~~7% compared to~~$40.0 million in the same prior-year ~~period,~~period. The decreases were primarily due to ~~higher income taxes, higher cash paid for direct lease acquisition costs and higher maintenance capital expenditures. FFO in~~ the ~~nine months ended September 30, 2017,~~impact of ~~$201.8 million decreased 4% compared to~~ the ~~same prior-year period, primarily due to lower depreciation of billboard advertising structures and lower amortization of real estate-related intangible assets,~~COVID-19 pandemic on revenues, partially offset by ~~higher operating income. AFFO~~cost reduction measures taken in ~~the nine months ended September 30, 2017, was $194.8 million, a decrease of 10% compared~~response to the ~~same prior-year period, primarily due to higher income taxes, higher cash paid for direct lease acquisition costs and higher maintenance capital expenditures.~~COVID-19 pandemic.

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Analysis of Results of Operations

Revenues

We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized ~~as earned~~ over the contract period. ~~For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross advertising spending, our~~(See Note 11. Revenues ~~are reported net~~to the Consolidated Financial Statements.)


	Three Months Ended
	March 31,			%
(in millions, except percentages)		2021		2020		Change
Revenues:
Billboard		$	223.6	$	270.9	(17)	%
Transit and other		35.6		114.4		(69)
Total revenues		$	259.2	$	385.3	(33)



Organic revenues(a):
Billboard		$	223.6	$	271.7	(18)
Transit and other		35.6		100.4		(65)
Total organic revenues(a)		259.2		372.1		(30)
Non-organic revenues:
Billboard		—		(0.8)		*
Transit and other		—		14.0		*
Total non-organic revenues		—		13.2		*
Total revenues		$	259.2	$	385.3	(33)

*Calculation is not meaningful.

(a)Organic revenues exclude revenues associated with a disposition and the impact of ~~agency commissions.~~foreign currency exchange rates (“non-organic revenues”).

(in constant dollars)^(b)

(in constant dollars)^(b)
(in millions, except Three Months Ended September 30, % Three Months Ended September 30, % Nine Months Ended
September 30, % Nine
Months Ended September 30, %
percentages) 2017 2016 Change 2016 Change 2017 2016 Change 2016 Change
Revenues:
Billboard $ 272.4
$ 270.5
1 % $ 271.1
— % $ 782.6
$ 794.5
(1 )% $ 794.8
(2 )%
Transit and other 120.0
112.3
7
112.4
7
336.6
322.0
5
322.0
5
Total revenues 392.4
382.8
3
$ 383.5
2
1,119.2
1,116.5
—
$ 1,116.8
—
Foreign currency exchange impact —
0.7
—
0.3

Constant dollar revenues^(b)
$ 392.4
$ 383.5
$ 1,119.2
$ 1,116.8

Organic revenues^(a):

Billboard $ 269.1
$ 271.1
(1 ) $ 271.1
(1 ) $ 774.7
$ 781.9
(1 ) $ 781.9
(1 )
Transit and other 120.0
112.4
7
112.4
7
332.3
316.4
5
316.4
5
Total organic revenues^(a)
389.1
383.5
1
383.5
1
1,107.0
1,098.3
1
1,098.3
1
Non-organic revenues:
Billboard 3.3
(0.6 ) *
—
*
7.9
12.6
(37 ) 12.9
(39 )
Transit and other —
(0.1 ) *
—
*
4.3
5.6
(23 ) 5.6
(23 )
Total non-organic revenues 3.3
(0.7 ) *
—
*
12.2
18.2
(33 ) 18.5
(34 )
Total revenues $ 392.4
$ 382.8
3
$ 383.5
2
$ 1,119.2
$ 1,116.5
—
$ 1,116.8
—


*	~~Calculation is not meaningful.~~


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

~~(b)~~

Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since constant dollar revenues are not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Constant dollar revenues, as we calculate them, may not be comparable to similarly titled measures employed by other companies.

Total revenues ~~increased $9.6~~decreased by $126.1 million, or 3%33%, and organic revenues ~~increased $5.6~~decreased $112.9 million, or 1%30%, in the three months ended September 30, 2017, compared to the same prior-year period. In constant dollars, revenues increased $8.9 million, or 2%, and organic revenues increased $5.6 million, or 1%, for the three months ended September 30, 2017, compared to the same prior-year period. Total revenues increased slightly by $2.7 million and organic revenues increased $8.7 million, or 1%, in the nine months ended September 30, 2017, compared to the same prior-year period. In constant dollars, revenues increased slightly by $2.4 million and organic revenues increased $8.7 million, or 1%, for the nine months ended September 30, 2017,March 31, 2021, compared to the same prior-year period.

~~Non-organic~~In the three months ended March 31, 2020, non-organic revenues ~~primarily reflects acquisitions~~exclude the impact of the Sports Disposition and ~~dispositions.~~

reflect the impact of foreign currency exchange rates.

Total billboard revenues ~~increased $1.9~~decreased $47.3 million, or 17%, in the three months ended ~~September 30, 2017, compared to the same prior-year period, principally driven by the impact of the Transaction (as defined in the “Segments Results of Operations:~~ ~~Other~~” section of this MD&A), conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations, partially offset by a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period and the impact of hurricanes in the Florida and Texas markets. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. In constant dollars, billboard revenues increased $1.3 million in the three months ended September 30, 2017, compared to the same prior-year period. Total billboard revenues decreased $11.9 million, or 1%, in the nine months ended September 30, 2017,March 31, 2021, compared to the same prior-year period, principally driven by a ~~decrease~~decline in average revenue per display (yield), as a result of the impact of the ~~Disposition, the net effect of new~~COVID-19 pandemic on customer advertising expenditures and ~~lost billboards~~overall demand for our services.

Organic billboard revenues decreased $48.1 million, or 18%, in the three months ended March 31, 2021, compared to the same prior-year period, ~~and the impact of the impact of hurricanes in the Florida and Texas markets, partially offset~~principally driven by ~~higher proceeds from condemnations, the conversion of traditional static billboard displays to digital billboard displays and the impact of the Transaction. The decrease~~a decline in average revenue per display (yield) ~~is primarily due to~~as a ~~reduction in national~~result of the impact of the COVID-19 pandemic on customer advertising ~~revenues, partially offset by an increase in local advertising revenues. In constant dollars, billboard~~expenditures and overall demand for our services.

Total transit and other revenues decreased ~~$12.2~~$78.8 million, ~~in the nine months ended September 30, 2017, compared to the same prior-year period.~~

~~The decrease in organic billboard revenues~~or 69%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, ~~is primarily due to~~principally driven by a ~~decrease~~decline in average revenue per display (yield), as ~~discussed above,~~a result of the ~~net effect~~impact of ~~new~~the COVID-19 pandemic on customer advertising expenditures and ~~lost billboards in the period~~overall demand for our services, and the impact of ~~hurricanes~~the Sports Disposition.

Organic transit and other revenues decreased $64.8 million, or 65%, in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations. The decrease in organic billboard revenues in the ninethree months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, is due to a ~~decrease~~decline in average revenue per display (yield), as ~~discussed above, the net effect~~a result of new and lost billboards in the period, the impact of hurricanes in the Florida and Texas markets, and lower performance in Canada, partially offset by higher proceeds from condemnations and the conversion of traditional static billboard displays to digital billboard displays.

Total transit and other revenues increased $7.7 million, or 7%, in the three months ended September 30, 2017, compared to the same prior-year period, driven by the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield). The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. Total transit and other revenues increased $14.6 million, or 5%, in the nine months ended September 30, 2017, compared to the same prior-year period, driven by the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield) and the impact of the ~~Disposition. The decrease~~COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

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Expenses


	Three Months Ended
	March 31,			%
(in millions, except percentages)		2021		2020		Change
Expenses:
Operating		$	177.6	$	224.8	(21)	%
Selling, general and administrative(a)		76.5		90.8		(16)

Net gain on dispositions		(0.3)		(0.1)		*
Depreciation		20.0		21.0		(5)
Amortization(a)		16.4		15.0		9
Total expenses		$	290.2	$	351.5	(17)

*Calculation is not meaningful.

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in ~~average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.~~

~~The increase in organic transit and other revenues in the~~ three months ended ~~September 30, 2017, compared~~March 31, 2020, from Amortization to ~~the same prior-year period, is due to the net effect of won~~Selling, general and lost franchises in the period, partially offset by a decrease in average revenue per display (yield), as discussed above. The increase in organic transit and other revenues in the nine months ended September 30, 2017, compared to the same prior-year period, is due to the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield), as discussed above.administrative expenses.

~~Expenses~~

Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2017 2016 Change 2017 2016 Change
Expenses:
Operating $ 212.6
$ 201.5
6 % $ 617.8
$ 602.9
2 %
Selling, general and administrative 64.2
65.1
(1 ) 194.5
195.6
(1 )
Restructuring charges 1.6
—
*
6.3
0.4
*
Loss on real estate assets held for sale —
—
*
—
1.3
*
Net gain on dispositions (14.1 ) (2.3 ) *
(13.6 ) (1.7 ) *
Depreciation 22.3
26.7
(16 ) 68.3
84.3
(19 )
Amortization 25.5
28.3
(10 ) 74.6
87.0
(14 )
Total expenses $ 312.1
$ 319.3
(2 ) $ 947.9
$ 969.8
(2 )


*	~~Calculation is not meaningful.~~

Operating Expenses

Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2017 2016 Change 2017 2016 Change
Operating expenses:
Billboard property lease $ 93.8
$ 90.1
4 % $ 275.2
$ 271.2
1 %
Transit franchise 62.3
57.1
9
175.5
166.9
5
Posting, maintenance and other 56.5
54.3
4
167.1
164.8
1
Total operating expenses $ 212.6
$ 201.5
6
$ 617.8
$ 602.9
2


	Three Months Ended
	March 31,			%
(in millions, except percentages)		2021		2020		Change
Operating expenses:
Billboard property lease		$	94.1	$	102.8	(8)	%
Transit franchise		39.6		57.8		(31)
Posting, maintenance and other		43.9		64.2		(32)
Total operating expenses		$	177.6	$	224.8	(21)

Billboard property lease expenses represented ~~34%~~42% of billboard revenues in the three months ended ~~September 30, 2017~~March 31, 2021, and ~~33%~~38% in the ~~same prior-year period. The increase was due primarily to an increase in revenues on higher revenue-share billboards, higher lease costs upon lease renewal and the impact of the Transaction.~~ three months ended March 31, 2020.

Transit franchise expenses represented ~~62%~~131% of transit display revenues in the three months ended ~~September 30, 2017~~March 31, 2021 and ~~60%~~62% in the ~~same prior-year period.~~three months ended March 31, 2020. The increase in transit franchise ~~expenses in the three months ended September 30, 2017, compared~~expense as a percentage of revenues is primarily driven by guaranteed minimum annual payments to the ~~same prior-year period, was primarily due to the increase in transit revenues, primarily from new contracts.~~ New York Metropolitan Transportation Authority (the “MTA”).

Billboard property lease and transit franchise expenses ~~increased by $8.9~~decreased $26.9 million in the three months ended September 30, 2017, compared to the same prior-year period. Billboard property lease expenses represented 35% of billboard revenues in the nine months ended September 30, 2017 and 34% in the same prior-year period. The increase in billboard property lease costs in the nine months ended September 30, 2017, was primarily due to an increase in ~~U.S. Media~~ segment billboard property lease costs, including a $1.5 million one-time true-up, and Canada billboard property lease costs, primarily as a result of the impact of the Transaction, partially offset by the impact of the Disposition (a decrease of $3.0 million). Transit franchise expenses represented 63% of transit revenues in the nine months ended September 30, 2017 and 62% in the same prior-year period. The increase in transit franchise expenses in the nine months ended September 30, 2017,March 31, 2021, compared to the same prior-year period, ~~was~~due primarily ~~due~~ to ~~the increase in~~lower billboard and transit revenues ~~primarily~~resulting from ~~new contracts, partially offset by~~ the impact of the ~~Disposition (a decrease~~COVID-19 pandemic and the impact of ~~$0.8 million). Billboard property lease~~agreements with landlords and transit franchise ~~expenses increased by $12.6 million in the nine months ended September 30, 2017, compared~~partners to ~~the same prior-year period.~~modify our existing minimum lease payments and guaranteed minimum annual payments to revenue share percentages.

Posting, maintenance and other expenses ~~increased $2.2~~decreased $20.3 million, or 4%32%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, primarily due to the impact of ~~hurricanes~~the COVID-19 pandemic and the related restrictions in the ~~Florida~~top DMAs reducing or curtailing customer advertising expenditures and ~~Texas markets and higher expenses related to~~overall demand for our Sports Marketing operating segment. Posting, maintenance and other expenses increased $2.3 million in the nine months ended September 30, 2017, compared to the same prior-year period, primarily due to higher expenses related to our Sports Marketing operating segmentservices, and the impact of ~~hurricanes in~~ the ~~Florida and Texas markets, partially offset by the impact of the Disposition (a decrease of $5.0 million).~~Sports Disposition.

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

SG&A expenses represented ~~16%~~30% of Revenues in the three months ended ~~September 30, 2017~~March 31, 2021 and ~~17%~~24% in the ~~three months ended September 30, 2016.~~same prior-year period. SG&A expenses decreased ~~$0.9 million or 1%, in the three months ended September 30, 2017, compared to the same prior-year period, primarily due to lower professional fees. SG&A expenses represented 17% of~~ ~~Revenues~~ in the nine months ended September 30, 2017 and 18% in the nine months ended September 30, 2016. SG&A expenses decreased $1.1 million in the nine months ended September 30, 2017, compared to the same prior-year period, primarily due to lower professional fees and the impact of the Disposition (a decrease of $3.1 million), partially offset by higher compensation-related costs.

~~Net Gain (Loss) on Dispositions~~

~~Net gain on dispositions~~ was $14.1 million for the three months ended September 30, 2017, which includes a non-cash gain of $13.2 million from the acquisition of digital billboards in the Boston, Massachusetts, DMA in exchange for static billboards in four non-metropolitan market clusters, and $2.3 million for the same prior year period. ~~Net gain on dispositions~~ was $13.6 million for the nine months ended September 30, 2017, which includes a non-cash gain of $13.2 million from the acquisition of digital billboards in the Boston, Massachusetts, DMA in exchange for static billboards in four non-metropolitan market clusters, and $1.7 million for the same prior-year period.

~~Depreciation~~

~~Depreciation~~ ~~decreased $4.4~~$14.3 million, or 16%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, ~~due~~ primarily todriven by a lower provision for doubtful allowances and lower expenses resulting from the ~~increase in fully-depreciated advertising billboards, partially offset by higher depreciation associated~~Sports Disposition. Consistent with the ~~increased number~~current year’s presentation, we have reclassified amortization of ~~digital billboards.~~direct lease acquisition costs of $11.3 million in three months ended March 31, 2020 from Amortization to Selling, general and administrative expenses.

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Net Gain on Dispositions

Net gain on dispositions was $0.3 million for the three months ended March 31, 2021, compared to $0.1 million for the same prior-year period.

Depreciation

Depreciation decreased ~~$16.0~~$1.0 million, or ~~19%~~5%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, due primarily to the increase in fully-depreciated advertising billboards and the impact of the Disposition, partially offset by higher depreciation associated with the increased number of digital billboards.period.

Amortization

Amortization ~~decreased $2.8~~increased $1.4 million, or ~~10%~~9%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, principally driven by ~~lower~~higher amortization of intangible assets. ~~Direct lease acquisition costs were $10.6 million in~~Consistent with the ~~three months ended September 30, 2017, compared to $9.0 million in the same prior-year period. Capitalized~~current year’s presentation, we have reclassified amortization of direct lease acquisition costs ~~were $10.2~~of $11.3 million in ~~the~~ three months ended ~~September 30, 2017, and $9.0 million in the same prior-year period.~~March 31, 2020 from Amortization ~~decreased $12.4 million, or 14%, in the nine months ended September 30, 2017, compared~~ to the same prior-year period, principally driven by lower amortization of intangible assets. Direct lease acquisition costs were $29.5 million in the nine months ended September 30, 2017, compared to $28.0 million in the same prior-year period. Capitalized direct lease acquisition costs were $29.1 million in the nine months ended September 30, 2017,Selling, general and ~~$27.9 million in the same prior-year period.~~administrative expenses.

Interest Expense, Net

Interest expense, net, was ~~$29.2~~$34.6 million (including ~~$1.4~~$1.9 million of deferred financing costs) in the three months ended ~~September 30, 2017,~~March 31, 2021, and ~~$28.3~~$29.8 million (including ~~$1.6~~$1.3 million of deferred financing costs) in the same prior-year period. The increase in Interest expense, net, was ~~$85.9~~primarily due to a higher outstanding average debt balance, partially offset by lower interest rates.

Loss on Extinguishment of Debt

In the first quarter of 2021, we recorded a loss on extinguishment of debt of $6.3 million ~~(including $4.6 million~~relating to the redemption of deferred financing costs) in the nine months ended September 30, 2017, and $85.6 million (including $4.8 million of deferred financing costs) in the same prior-year period. (See the “Liquidity and Capital Resources” section of this MD&A.)our 5.625% Senior Unsecured Notes due 2024.

Benefit ~~(Provision)~~ for Income Taxes

~~The provision~~Benefit for income taxes ~~was $2.0~~ increased $3.0 million, or 176%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to ~~a benefit for income taxes of $1.5 million in~~ the same prior-year ~~period. The benefit for income taxes was $0.8 million in the nine months ended September 30, 2017, compared~~period, due primarily to a ~~provision for income taxes of $0.6 million in the same prior-year period.~~

~~Net Income~~

~~Net income~~ ~~was $50.7 million~~higher taxable REIT subsidiary loss in the three months ended ~~September 30, 2017, an increase of $12.6 million compared to the same prior-year period.~~ ~~Net income~~ ~~was $90.3 million in the nine months ended September 30, 2017, an increase of $26.0 million~~March 31, 2021 compared to the same prior-year period.

Net Income (Loss)

Net loss before allocation to non-controlling interests was $67.6 million in the three months ended March 31, 2021, compared Net income before allocation to non-controlling interests of $6.3 million in the same prior-year period, due primarily to the impact of the COVID-19 pandemic, partially offset by the impact of cost reduction measures taken in response, and higher interest expense.

Segment Results of Operations

We present Adjusted OIBDA as the primary measure of profit and loss for our reportable ~~segments in accordance with Financial Accounting Standards Board guidance for segment reporting.~~segments. (See the “Key Performance Indicators” section of this MD&A and Note ~~16.~~19. Segment Information to the Consolidated Financial Statements.)

~~As of April 1, 2016, we~~We currently manage our operations through ~~three~~two operating segments—~~(1)~~ U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, ~~(2)~~and International. International ~~and (3) Sports Marketing. International and Sports Marketing do~~does not meet the criteria to be a reportable segment and accordingly, ~~are both~~is included in Other. Our segment reporting therefore includes U.S. Media and Other.

The following table presents our Revenues, Adjusted OIBDA and Operating income (loss)by segment in the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016. Historical financial information by reportable segment has been recast to reflect~~2020. In the ~~current period’s presentation. On April 1, 2016,~~third quarter of 2020, we completed the Sports Disposition. Historical operating results for our ~~advertising business in Latin America~~Sports Marketing operating segment through June 30, 2020, are included in Other.

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	Three Months Ended
	March 31,
(in millions)		2021		2020
Revenues:
U.S. Media		$	245.4	$	354.7
Other		13.8		30.6
Total revenues		$	259.2	$	385.3

Operating income (loss)		$	(31.0)	$	33.8

Net gain on dispositions		(0.3)		(0.1)
Depreciation		20.0		21.0
Amortization(a)		16.4		15.0
Stock-based compensation(b)		6.0		5.8
Total Adjusted OIBDA(a)		$	11.1	$	75.5

Adjusted OIBDA:
U.S. Media(a)		$	24.6	$	80.0
Other(a)		(2.0)		—
Corporate		(11.5)		(4.5)
Total Adjusted OIBDA(a)		$	11.1	$	75.5

Operating income (loss):
U.S. Media		$	(8.6)	$	47.4
Other		(4.9)		(3.3)
Corporate		(17.5)		(10.3)
Total operating income (loss)		$	(31.0)	$	33.8

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $11.3 million in the three months ended March 31, 2020, of which $10.8 million was recorded in our U.S. Media segment and $0.5 million was recorded in Other, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

(b)Stock-based compensation is classified as Corporate expense.

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Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Revenues:
U.S. Media $ 363.0
$ 356.7
$ 1,037.2
$ 1,025.8
Other 29.4
26.1
82.0
90.7
Total revenues 392.4
382.8
1,119.2
1,116.5
Foreign currency exchange impact —
0.7
—
0.3
Constant dollar revenues^(a)
$ 392.4
$ 383.5
$ 1,119.2
$ 1,116.8


~~(a)~~	~~Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.~~

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Operating income $ 80.3
$ 63.5
$ 171.3
$ 146.7
Restructuring charges 1.6
—
6.3
0.4
Loss on real estate assets held for sale —
—
—
1.3
Net gain on dispositions (14.1 ) (2.3 ) (13.6 ) (1.7 )
Depreciation 22.3
26.7
68.3
84.3
Amortization 25.5
28.3
74.6
87.0
Stock-based compensation 5.2
4.5
16.1
13.8
Total Adjusted OIBDA $ 120.8
$ 120.7
$ 323.0
$ 331.8

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Adjusted OIBDA:
U.S. Media $ 129.2
$ 129.3
$ 349.9
$ 347.9
Other 1.9
2.2
4.8
12.8
Corporate (10.3 ) (10.8 ) (31.7 ) (28.9 )
Total Adjusted OIBDA $ 120.8
$ 120.7
$ 323.0
$ 331.8

Operating income (loss):
U.S. Media $ 100.7
$ 81.5
$ 232.1
$ 194.3
Other (4.9 ) (2.7 ) (13.0 ) (4.9 )
Corporate (15.5 ) (15.3 ) (47.8 ) (42.7 )
Total operating income $ 80.3
$ 63.5
$ 171.3
$ 146.7

U.S. Media


	Three Months Ended
	March 31,				%
(in millions, except percentages)		2021			2020			Change
Revenues:
Billboard		$	212.5		$	256.5		(17)	%
Transit and other		32.9			98.2			(66)










Total revenues		245.4			354.7			(31)
Operating expenses		(166.1)			(202.7)			(18)
SG&A expenses(a)		(54.7)			(72.0)			(24)
Adjusted OIBDA(a)		$	24.6		$	80.0		(69)
Adjusted OIBDA(a) margin		10		%	23		%

Operating income (loss)		$	(8.6)		$	47.4		(118)

Net gain on dispositions		(0.3)			(0.1)			200
Depreciation and amortization(a)		33.5			32.7			2
Adjusted OIBDA(a)		$	24.6		$	80.0		(69)

Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2017 2016 Change 2017 2016 Change
Revenues:
Billboard $ 254.9
$ 256.4
(1 )% $ 739.2
$ 743.4
(1 )%
Transit and other 108.1
100.3
8
298.0
282.4
6
Total revenues $ 363.0
$ 356.7
2
$ 1,037.2
$ 1,025.8
1

Organic revenues^(a):

Billboard $ 254.9
$ 256.4
(1 ) $ 735.3
$ 740.7
(1 )
Transit and other 108.1
100.3
8
293.7
278.0
6
Total organic revenues 363.0
356.7
2
1,029.0
1,018.7
1
Non-organic revenues:
Billboard —
—
*
3.9
2.7
44
Transit and other —
—
*
4.3
4.4
(2 )
Total non-organic revenues —
—
*
8.2
7.1
15
Total revenues 363.0
356.7
2
1,037.2
1,025.8
1
Operating expenses (191.4 ) (182.7 ) 5
(558.6 ) (543.2 ) 3
SG&A expenses (42.4 ) (44.7 ) (5 ) (128.7 ) (134.7 ) (4 )
Adjusted OIBDA $ 129.2
$ 129.3
—
$ 349.9
$ 347.9
1

Operating income $ 100.7
$ 81.5
24
$ 232.1
$ 194.3
19
Restructuring charges 0.4
—
*
2.3
0.4
*
Net gain on dispositions (14.1 ) (2.3 ) *
(13.6 ) (1.7 ) *
Depreciation and amortization 42.2
50.1
(16 ) 129.1
154.9
(17 )
Adjusted OIBDA $ 129.2
$ 129.3
—
$ 349.9
$ 347.9
1

* Calculation is not meaningful.

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $10.8 million in the three months ended March 31, 2020, in our U.S. Media segment from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.


*	~~Calculation is not meaningful.~~


~~(a)~~	~~Organic revenues exclude revenues associated with significant acquisitions and divestitures (“non-organic revenues”).~~

Total U.S. Media segment revenues ~~increased $6.3~~decreased $109.3 million, or ~~2%, and~~ ~~U.S. Media~~ ~~segment organic revenues increased $6.3 million, or 2%~~31%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year ~~period. Total~~ ~~U.S. Media~~ ~~segment revenues increased $11.4 million, or 1%, and~~ ~~U.S. Media~~ ~~segment organic revenues increased $10.3 million, or 1%, in the nine months ended September 30, 2017, compared~~period, due primarily to ~~the same prior-year period. Non-organic revenues primarily reflect an acquisition.~~

~~Total~~ ~~U.S. Media~~ segment revenue grew in the three months ended September 30, 2017, reflecting the net effect of won and lost franchises in the period, the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations, partially offset by a ~~decrease~~decline in average revenue per display (yield) ~~in billboards and transit, the net effect~~as a result of ~~new and lost billboards in the period, and~~ the impact of ~~hurricanes in~~ the ~~Florida~~COVID-19 pandemic on customer advertising expenditures and ~~Texas markets.~~overall demand for our services. In the three months ended ~~September 30, 2017,~~March 31, 2021, we generated approximately ~~45%~~38% of our U.S. Media segment revenues from national advertising campaigns ~~compared to approximately 47%~~and 43% in the same prior-year period. ~~We have seen a softening of advertising revenues from national accounts across a variety of industry categories, primarily automotive, financial services and movies. Total~~ ~~U.S. Media~~ segment revenue grew in the nine months ended September 30, 2017, reflecting the net effect of won and lost franchises in the period, higher proceeds from condemnations, and the conversion of traditional static billboard displays to digital billboard displays, partially offset by a decrease in average revenue per display (yield) in billboards and transit, the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets. In the nine months ended September 30, 2017, we generated approximately 43% of our ~~U.S. Media~~ segment revenues from national advertising campaigns compared to approximately 46% in the same prior-year period. We have seen a softening of advertising revenues from national accounts across a variety of industry categories, primarily automotive, telecom/utilities and travel/leisure.

Revenues from U.S. Media segment billboards decreased ~~$1.5~~$44.0 million, or 17%, in the three months ended September 30, 2017, compared to the same prior-year period, primarily reflecting a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. Revenues from ~~U.S. Media~~ ~~segment billboards decreased $4.2 million, or 1%, in the nine months ended September 30, 2017,~~March 31, 2021, compared to the same prior-year period, reflecting a ~~decrease~~decline in average revenue per display (yield)~~, the net effect~~ as a result of ~~new and lost billboards in the period, and~~ the impact of ~~hurricanes in~~ the ~~Florida~~COVID-19 pandemic on customer advertising expenditures and Texas markets, partially offset by higher proceeds from condemnations and the conversion of traditional static billboard displays to digital billboard displays. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.overall demand for our services.

~~Organic revenues from~~ ~~U.S. Media~~ segment billboards decreased $5.4 million, or 1%, in the nine months ended September 30, 2017, compared to the same prior-year period, primarily due to a decrease in average revenue per display (yield), as discussed above, the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets, partially offset by higher proceeds from condemnations and the conversion of traditional static billboard displays to digital billboard displays.

Transit and other revenues in the U.S. Media segment ~~increased $7.8~~decreased $65.3 million, or 8%66%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, ~~reflecting the net effect of won and lost franchises in the period, partially offset~~driven by a ~~decrease~~decline in average revenue per display (yield)~~. The decrease in average revenue per display (yield) is primarily due to~~ as a ~~reduction in national~~result of the impact of the COVID-19 pandemic on customer advertising ~~revenues, partially offset by local advertising revenues. Transit~~expenditures and ~~other revenues in the~~ ~~U.S. Media~~ segment increased $15.6 million, or 6%, in the nine months ended September 30, 2017, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield). The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.overall demand for our services.

~~Organic transit and other revenues in the~~ ~~U.S. Media~~ segment increased $15.7 million, or 6%, in the nine months ended September 30, 2017, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield), as discussed above.

U.S. Media segment operating expenses ~~increased $8.7~~decreased $36.6 million, or 5%18%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, primarily ~~due to increased~~driven by lower billboard and transit revenues resulting from the impact of the COVID-19 pandemic and the impact of agreements with landlords and transit franchise ~~expenses resulting from an increase in transit revenues, primarily from new contracts,~~partners to modify our existing minimum lease payments and ~~increased billboard property lease costs.~~guaranteed minimum annual payments to revenue share percentages. U.S. Media segment SG&A expenses decreased ~~$2.3~~$17.3 million, or 5%24%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, primarily ~~due to~~driven by a lower ~~professional fees.~~ ~~U.S. Media~~ ~~segment operating expenses increased $15.4 million, or 3%, in the~~provision for doubtful allowances and lower compensation-related costs.

nine months ended September 30, 2017, compared to the same prior-year period, primarily due to increased transit franchise expenses resulting from an increase in transit revenues, primarily from new contracts, and increased billboard property lease costs, including a $1.5 million one-time true up.
~~U.S. Media~~ ~~segment SG&A expenses decreased $6.0 million, or 4%, in the nine months ended September 30, 2017, compared to the same prior-year period, primarily due to lower professional fees.~~

U.S. Media segment Adjusted OIBDA decreased ~~by $0.1~~$55.4 million, or 69%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period. Adjusted OIBDA margin was ~~36%~~10% in ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2021, and ~~2016.~~ ~~U.S. Media~~ ~~segment Adjusted OIBDA increased $2.0 million, or 1%,~~23% in ~~the nine months ended September 30, 2017, compared to~~ the same prior-year period. ~~Adjusted OIBDA margin was 34%~~

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Other


	Three Months Ended
	March 31,				%
(in millions, except percentages)		2021			2020			Change
Revenues:
Billboard		$	11.1		$	14.4		(23)	%
Transit and other		2.7			16.2			(83)
Total revenues		$	13.8		$	30.6		(55)

Organic revenues(a):
Billboard		$	11.1		$	15.2		(27)
Transit and other		2.7			2.2			23
Total organic revenues(a)		13.8			17.4			(21)
Non-organic revenues:
Billboard		—			(0.8)			*
Transit and other		—			14.0			*
Total non-organic revenues		—			13.2			*
Total revenues		13.8			30.6			(55)
Operating expenses		(11.5)			(22.1)			(48)
SG&A expenses(b)		(4.3)			(8.5)			(49)
Adjusted OIBDA(b)		$	(2.0)		$	—		*
Adjusted OIBDA(b) margin		(14)		%	—		%

Operating loss		$	(4.9)		$	(3.3)		48


Depreciation and amortization(b)		2.9			3.3			(12)
Adjusted OIBDA(b)		$	(2.0)		$	—		*

* Calculation is not meaningful.

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

(b)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.5 million in ~~each of~~ the ~~nine~~three months ended ~~September~~March 31, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

In the third quarter of 2020, we completed the Sports Disposition. The operating results of our Sports Marketing operating segment through June 30, ~~2017 and 2016.~~2020, are included in our Consolidated Financial Statements.

~~Other~~

(in constant dollars)^(a)

(in constant dollars)^(a)
(in millions, except Three Months Ended September 30, % Three Months Ended September 30, % Nine Months Ended
September 30, % Nine
Months Ended September 30, %
percentages) 2017 2016 Change 2016 Change 2017 2016 Change 2016 Change
Total revenues $ 29.4
$ 26.1
13 % $ 26.8
10 % $ 82.0
$ 90.7
(10 )% $ 91.0
(10 )%
Operating expenses (21.2 ) (18.8 ) 13
(19.3 ) 10
(59.2 ) (59.7 ) (1 ) (60.0 ) (1 )
SG&A expenses (6.3 ) (5.1 ) 24
(5.3 ) 19
(18.0 ) (18.2 ) (1 ) (18.3 ) (2 )
Adjusted OIBDA $ 1.9
$ 2.2
(14 ) $ 2.2
(14 ) $ 4.8
$ 12.8
(63 ) $ 12.7
(62 )

Operating loss $ (4.9 ) $ (2.7 ) 81
$ (13.0 ) $ (4.9 ) 165

Restructuring charges 1.2
—
*
4.0
—
*

Loss on real estate assets held for sale —
—
*
—
1.3
*

Depreciation and amortization 5.6
4.9
14
13.8
16.4
(16 )
Adjusted OIBDA $ 1.9
$ 2.2
(14 ) $ 4.8
$ 12.8
(63 )


*	~~Calculation is not meaningful.~~


~~(a)~~	~~Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.~~

On June 13, 2017, certain subsidiaries of OUTFRONT Media Inc. acquired the equity interests of certain subsidiaries of All Vision LLC (“All Vision”), which hold substantially all of All Vision’s existing outdoor advertising assets in Canada, and effectuated an amalgamation of All Vision’s Canadian business with our Canadian business (the “Transaction”).

Total Other revenues ~~increased $3.3~~decreased $16.8 million, or ~~13%~~55%, in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, reflecting the Sports Disposition and a decline in average revenue per display (yield) as a result of the impact of the ~~Transaction.~~ COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

In ~~constant dollars, total~~the three months ended March 31, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues ~~increased 10%~~decreased $3.6 million, or 21%, in the three months ended ~~September 30, 2017, compared to the same prior-year period, driven by the impact of the Transaction. Total~~ ~~Other~~ ~~revenues decreased $8.7 million, or 10%, in the nine months ended September 30, 2017,~~March 31, 2021, compared to the same prior-year period, reflecting a decline in average revenue per display (yield) as a result of the impact of the ~~Disposition (a decrease of $11.4 million), partially offset by the impact of the Transaction~~COVID-19 pandemic on customer advertising expenditures and ~~an increase in~~overall demand for our ~~Sports Marketing operating segment. In constant dollars, total~~ services.

Other ~~revenues~~operating expenses decreased ~~10%~~$10.6 million, or 48%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition ~~(a decrease of $11.4 million), partially offset by the impact of the Transaction~~ and ~~an increase in our Sports Marketing operating segment.~~

~~Other~~ ~~operating expenses increased $2.4 million, or 13%, in the three months ended September 30, 2017, compared to the same prior-year period, driven by higher~~lower billboard ~~property lease costs~~ and ~~higher expenses related to renewed contracts in our Sports Marketing operating segment, partially offset by foreign currency exchange rates.~~ ~~Other~~ SG&A expenses increased $1.2 million, or 24%, in the three months ended September 30, 2017, compared to the prior-year period, primarily driven by higher expenses related to our Sports Marketing operating segment, partially offset by foreign currency exchange rates. ~~Other~~ ~~operating expenses decreased $0.5 million, or 1%, in the nine months ended September 30, 2017, compared to the same prior-~~

year period, driven by the impact of the Disposition (a decrease of $8.8 million) and foreign currency exchange rates, partially offset by higher expenses related to renewed contracts in our Sports Marketing operating segment.transit revenues. Other SG&A expenses decreased ~~$0.2~~$4.2 million, or 1%49%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the prior-year period, primarily driven by the impact of the ~~Disposition (a decrease of $3.1 million) and foreign currency exchange rates, partially offset by higher expenses related to our~~ Sports ~~Marketing operating segment.~~Disposition.

Other incurred an Adjusted OIBDA ~~decreased $0.3~~loss of $2.0 million ~~or 14%,~~ in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to Adjusted OIBDA of $0.0 million in the same prior-year ~~period,~~period. The decrease was due primarily ~~driven by our Sports Marketing operating segment, partially offset by~~to a decline in average revenue per

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display (yield) as a result of the impact of the ~~Transaction.~~ ~~Other~~ ~~Adjusted OIBDA decreased $8.0 million, 63%, in the nine months ended September 30, 2017, compared to the same prior-year period, primarily driven by~~COVID-19 pandemic on customer advertising expenditures and overall demand for our ~~Sports Marketing operating segment~~services, and ~~lower performance in Canada, partially offset by~~ the impact of the Sports Disposition.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were ~~$10.3~~$11.5 million in the three months ended ~~September 30, 2017,~~March 31, 2021, compared to ~~$10.8~~$4.5 million in the same prior-year ~~period,~~period. The increase was primarily due to ~~lower professional fees, partially offset~~the impact of market fluctuations on an equity-linked retirement plan offered by ~~increased compensation-related expenses. Corporate expenses, excluding stock-based compensation, were $31.7 million in~~ the ~~nine months ended September 30, 2017, compared~~Company to ~~$28.9 million in the same prior-year period, primarily due to~~certain employees and higher professional fees incurred in connection with the Transaction in the second quarter of 2017 and costs incurred in connection with the Amendment (as defined in the “Liquidity and Capital Resources” section of this MD&A) in the first quarter of 2017, and increased compensation-related expenses.

Liquidity and Capital Resources


	As of
(in millions, except percentages)	March 31, 2021		December 31, 2020		% Change
Assets:
Cash and cash equivalents	$	560.0	$	710.4	*
Restricted cash	1.6		1.6		—	%
Receivables, less allowance ($22.7 in 2021 and $26.3 in 2020)	164.9		209.2		(21)
Prepaid lease and transit franchise costs	9.1		5.4		69

Other prepaid expenses	13.9		14.4		(3)
Other current assets	28.0		33.7		(17)
Total current assets	777.5		974.7		(20)
Liabilities:
Accounts payable	56.8		64.9		(12)
Accrued compensation	30.9		35.0		(12)
Accrued interest	17.5		24.5		(29)
Accrued lease and transit franchise costs	39.1		65.8		(41)
Other accrued expenses	40.0		38.0		5
Deferred revenues	42.3		29.5		43
Short-term debt	—		80.0		(100)
Short-term operating lease liabilities	185.7		176.5		5
Other current liabilities	20.4		20.7		(1)
Total current liabilities	432.7		534.9		(19)
Working capital	$	344.8	$	439.8	(22)

As of
(in millions, except percentages) September 30,
2017 December 31, 2016 % Change
Assets:
Cash and cash equivalents $ 42.0
$ 65.2
(36 )%
Receivables, less allowance ($10.5 in 2017 and $9.2 in 2016) 240.6
222.0
8
Prepaid lease and transit franchise costs 47.8
67.4
(29 )
Other prepaid expenses 21.9
15.8
39
Other current assets 8.5
7.8
9
Total current assets 360.8
378.2
(5 )
Liabilities:
Accounts payable 44.4
85.6
(48 )
Accrued compensation 25.2
33.9
(26 )
Accrued interest 23.9
15.7
52
Accrued lease costs 29.8
26.7
12
Other accrued expenses 48.9
54.8
(11 )
Deferred revenues 28.8
20.2
43
Short-term debt 73.0
—
*
Other current liabilities 19.8
14.6
36
Total current liabilities 293.8
251.5
17
Working capital $ 67.0
$ 126.7
(47 )


*	~~Calculation is not meaningful.~~

We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers ~~cut back on~~adjust their spending following the holiday shopping season. Further, certain of our municipal transit contracts ~~as well as our marketing and multimedia rights agreements with colleges and universities,~~ require guaranteed minimum annual payments to be paid ~~at the beginning of the year.~~on a monthly or quarterly basis, as applicable.

Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, ~~interest~~equipment deployment costs and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and ~~borrowing capacity~~borrowings under the Revolving Credit Facility (as defined below), the AR ~~Facility~~Securitization Facilities (as defined below) or other ~~secured~~ credit facilities that we may ~~establish.~~establish, to the extent available.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof. In response to the ongoing COVID-19 pandemic, we have taken a highly selective approach to new acquisition activity.

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Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and ~~borrowing capacity~~borrowings under the Revolving Credit Facility ~~the AR Facility~~ or other ~~secured~~ credit facilities that we may ~~establish.~~establish, to the extent available.

~~Our decline~~Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the impact of the ongoing COVID-19 pandemic if cash on hand and operating cash flows decrease in 2021, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain. (See the “Overview—COVID-19 Impact” section of this MD&A.)

The decrease in working capital ~~during the nine months ended September 30, 2017,~~as of March 31, 2021, compared to as of December 31, 2020, is ~~due to~~primarily driven by lower cash and receivables, partially offset by lower short-term ~~borrowings primarily used to finance the Transaction~~debt, accounts payable and ~~due to the change in timing of transit franchise payments to the MTA under the short-term extension of our existing contracts for transit advertising services.~~accrued expenses.

Under the MTA agreement, we ~~will be~~are obligated to deploy, ~~over 50,000 digital displays for advertising and MTA communications across the transit system~~ over a number of years, ~~commencing in 2018,~~(i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the ~~MTA will be entitled~~MTA. In addition, we are obligated to ~~receive~~pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Due to the change in the MTA’s revenue share percentage under the new agreement, we expect our transit franchise operating expenses to decline in year one of the new agreement as compared to prior historical periods, and gradually increase in subsequent years if our revenues increase over an annual base revenue amount. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications ~~screens~~displays throughout the transit system. ~~Our currently estimated~~As presented in the table below, recoupable MTA equipment deployment costs ~~will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these deployment costs will be~~are being recorded as Prepaid ~~lease and transit franchise~~MTA equipment deployment costs and Intangible assetson our Consolidated Statement of Financial ~~Position.~~Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be ~~recovered,~~recouped, which could have an adverse effect on our business, financial condition and results of operation. We did not recoup any equipment deployment costs in the three months ended March 31, 2021, and it is unlikely we will recoup equipment deployment costs in 2021. In June 2020, we entered into an amendment to the MTA agreement, pursuant to which (i) for up to $143.0 million of MTA equipment deployment costs to be incurred under the MTA agreement after June 2020, the MTA and the Company will directly pay 70% and 30% of the costs, respectively, instead of the costs being recoupable from incremental revenues generated under the agreement, and (ii) any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA agreement, as amended. We have engaged, and will continue to engage, in constructive conversations with the MTA regarding possible modifications to the overall scope and term under the MTA agreement. While we are engaging in these conversations with the MTA, we have temporarily suspended deployment beginning in the first quarter of 2021. Accordingly, for the full year of 2021, we expect our MTA equipment deployment costs to be approximately $100.0 million. We may utilize ~~third party~~cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, given the uncertainty in the market around the severity and ~~will increase our letters~~duration of ~~credit for~~ the ~~benefit~~COVID-19 pandemic, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of March 31, 2021, we have issued surety bonds in favor of the MTA ~~from~~totaling approximately ~~$30.0 million to~~ $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We expect transit franchise expenses, as a percentage of revenues, to increase in 2021 as compared to 2020, and be materially higher than pre-COVID-19 pandemic levels. (See the “Overview—COVID-19 Impact” section of this MD&A.) As indicated in the table below, we incurred $17.4 million related to MTA equipment deployment costs in the three months ended March 31, 2021 (which includes equipment deployment costs related to future deployments), for a total of $368.5 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of March 31, 2021, $53.5 million is to be funded by the MTA. As of ~~September 30, 2017, we~~March 31, 2021, 7,645 digital displays had ~~total indebtedness~~been installed, of ~~$2.2 billion.~~which 265 installations occurred in the three months ended March 31, 2021.

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On October 25, 2017, we announced that our board of directors approved a quarterly cash dividend of $0.36 per share on our common stock, payable on December 29, 2017, to stockholders of record at the close of business on December 8, 2017.


(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization		Ending Balance
Three months ended March 31, 2021:
Prepaid MTA equipment deployment costs	$	204.6	$	3.6	$	—	$	—	$	208.2
Other current assets	28.0		9.1		(16.2)		—		20.9
Intangible assets (franchise agreements)	58.4		4.7		—		(2.5)		60.6
Total	$	291.0	$	17.4	$	(16.2)	$	(2.5)	$	289.7

Year ended December 31, 2020:
Prepaid MTA equipment deployment costs	$	171.5	$	33.1	$	—	$	—	$	204.6
Other current assets	—		44.4		(16.4)		—		28.0
Intangible assets (franchise agreements)	38.3		26.0		—		(5.9)		58.4
Total	$	209.8	$	103.5	$	(16.4)	$	(5.9)	$	291.0

Debt

Debt, net, consists of the following:


	As of
(in millions, except percentages)	March 31, 2021			December 31, 2020
Short-term debt:

Repurchase Facility	$	—		$	80.0
Total short-term debt	—			80.0

Long-term debt:

Term loan, due 2026	597.9			597.8

Senior unsecured notes:
5.625% senior unsecured notes, due 2024	—			501.3
6.250% senior unsecured notes, due 2025	400.0			400.0
5.000% senior unsecured notes, due 2027	650.0			650.0
4.250% senior unsecured notes, due 2029	500.0			—
4.625% senior unsecured notes, due 2030	500.0			500.0
Total senior unsecured notes	2,050.0			2,051.3

Debt issuance costs	(31.3)			(28.3)
Total long-term debt, net	2,616.6			2,620.8

Total debt, net	$	2,616.6		$	2,700.8

Weighted average cost of debt	4.3		%	4.5		%


	Payments Due by Period
(in millions)	Total		2021		2022-2023		2024-2025		2026 and thereafter
Long-term debt	$	2,650.0	$	—	$	—	$	400.0	$	2,250.0
Interest	810.0		115.9		226.8		213.9		253.4
Total	$	3,460.0	$	115.9	$	226.8	$	613.9	$	2,503.4

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As of
(in millions, except percentages) September 30, 2017 December 31, 2016
Short-term debt:
AR Facility $ 73.0
$ —
Total short-term debt 73.0
—

Long-term debt:
Term loan 667.7
659.0

Senior unsecured notes:
5.250% senior unsecured notes, due 2022 549.5
549.5
5.625% senior unsecured notes, due 2024 502.7
503.0
5.875% senior unsecured notes, due 2025 450.0
450.0
Total senior unsecured notes 1,502.2
1,502.5

Debt issuance costs (25.2 ) (24.7 )
Total long-term debt, net 2,144.7
2,136.8

Total debt, net $ 2,217.7
$ 2,136.8

Weighted average cost of debt 4.8 % 4.8 %

Payments Due by Period
(in millions) Total 2017 2018-2019 2020-2021 2022 and thereafter
Long-term debt $ 2,170.0
$ —
$ —
$ —
$ 2,170.0
Interest 750.5
106.7
214.3
214.3
215.2
Total $ 2,920.5
$ 106.7
$ 214.3
$ 214.3
$ 2,385.2

Term Loan

Revolving Credit Facility

We also have a $500.0 million revolving credit facility, which matures in 2024 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of ~~September 30, 2017,~~March 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

Accounts Receivable Securitization ~~Facility~~Facilities

As of ~~September 30, 2017,~~March 31, 2021, there were ~~$73.0 million~~no outstanding borrowings under either the AR Facility or the Repurchase Facility. As of ~~outstanding borrowings~~March 31, 2021, there was no borrowing capacity remaining under the AR Facility atbased on approximately $207.9 million of

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accounts receivable used as collateral for the AR Securitization Facilities and a related voluntary temporary suspension of the AR Facility, and there was $80.0 million of borrowing ~~rate of approximately 2.2%, which were primarily used to repay previously outstanding amounts~~capacity remaining under the ~~Revolving Credit Facility.~~Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2021 and 2020.

Senior Unsecured Notes

AsOn January 19, 2021, two of ~~September 30, 2017, a discount of $0.5 million on $150.0~~our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of ~~the 5.250%~~4.250% Senior Unsecured Notes due ~~2022, remains unamortized.~~2029 (the “2029 Notes”) in a private placement. The ~~discount~~2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2029 Notes is ~~being amortized through~~payable on January 15 and July 15 of each year, beginning on July 15, 2021. On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 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 2029 Notes will remain outstanding after the redemption.

Debt Covenants

~~Letter of~~On April 15, 2020, the Company, along with the Borrowers, and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to the Credit ~~Facilities~~

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Deferred Financing Costs

Interest Rate Swap Agreements

Equity

At-the-Market Equity Offering Program

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the three months ended March 31, 2021. As of March 31, 2021, we had approximately $232.5 million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance

On April 20, 2020, we issued 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

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Cash Flows

The following table ~~sets forth~~presents our cash flows in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.


	Three Months Ended
	March 31,				%
(in millions, except percentages)	2021		2020		Change
Cash provided by (used for) operating activities	$	(10.8)	$	14.9	*
Cash used for investing activities	(28.3)		(26.7)		6	%
Cash provided by (used for) financing activities	(111.6)		442.2		*
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.3		(1.7)		*
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(150.4)	$	428.7	*

Nine Months Ended
September 30, %
(in millions, except percentages) 2017 2016 Change
Cash provided by operating activities $ 182.6
$ 200.7
(9 )%
Cash used for investing activities (119.8 ) (19.9 ) *
Cash used for financing activities (86.6 ) (209.3 ) (59 )
Effect of exchange rate changes on cash and cash equivalents 0.6
—
*
Net decrease to cash and cash equivalents $ (23.2 ) $ (28.5 ) (19 )


*	~~Calculation is not meaningful.~~

*Calculation is not meaningful.

Cash used for operating activities was $10.8 million in the three months ended March 31, 2021, compared to Cash provided by operating activities ~~decreased $18.1~~of $14.9 million in ~~the nine months ended September 30, 2017, compared to~~ the same prior-year period, ~~principally as a result~~driven by the impact of ~~lower~~the COVID-19 pandemic, partially offset by the impact of cost reduction measures taken in response to the COVID-19 pandemic. In the three months ended March 31, 2021, we received net ~~income, as adjusted for non-cash items.~~cash of $3.5 million related to MTA equipment deployment and installed 265 digital displays. In the three months ended March 31, 2020, we paid $18.2 million related to MTA equipment deployment costs.

Cash used for investing activities increased ~~$99.9~~$1.6 million, or 6%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year ~~period. In the nine months ended September 30, 2017, we incurred $58.6 million in~~period, due primarily to higher cash paid for acquisitions and MTA franchise rights, partially offset by lower cash paid for capital expenditures and completed several acquisitions for total cash payments of approximately $62.8 million. In the nine months ended September 30, 2016, we incurred $45.6 million in capital expenditures, completed several acquisitions for total cash payments of approximately $64.7 million and received $90.4 million in proceeds from dispositions.expenditures.

The following table presents our capital expenditures in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.


	Three Months Ended
	March 31,				%
(in millions, except percentages)	2021		2020		Change
Growth	$	5.8	$	13.4	(57)	%
Maintenance	3.6		4.8		(25)
Total capital expenditures	$	9.4	$	18.2	(48)

Nine Months Ended
September 30, %
(in millions, except percentages) 2017 2016 Change
Growth $ 41.2
$ 33.1
24 %
Maintenance 17.4
12.5
39
Total capital expenditures $ 58.6
$ 45.6
29

Capital expenditures ~~increased $13.0~~decreased $8.8 million, or ~~29%~~48%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared to the same prior-year period, ~~driven by an increase in~~primarily due to lower spending on digital billboard and transit display ~~spending.~~projects, office remodel projects, vehicles and safety, partially offset by higher spending on our technology platform.

For the full year of ~~2017,~~2021, we expect our capital expenditures to be approximately ~~$75.0~~$85.0 million, which will be used primarily for ~~maintenance,~~ growth in digital displays, ~~installation of the most current LED lighting~~maintenance and safety-related projects, software and technology, ~~to improve the quality and extend the life of our static billboards,~~ and to renovate certain office facilities. This estimate does not include equipment deployment costs that will be incurred in connection with the MTA agreement (as described above), which ~~we anticipate~~ will be recorded as Prepaid ~~lease and transit franchise~~MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable.

Cash used ~~for~~by financing activities ~~decreased $122.7~~was $111.6 million in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, compared toCash provided by financing activities of $442.2 million in the same prior-year period. In the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we ~~received proceeds from an incremental borrowing~~made a repayment of $80.0 million under the Repurchase Facility and paid total cash dividends of $7.3 million on ~~our Term Loan of $8.3 million,~~the Series A Preferred Stock and vested restricted share units granted to employees. In the three months ended March 31, 2020, we drew net borrowings of ~~$73.0~~$495.0 million on our ~~short-term borrowing facilities, incurred additional deferred financing costs~~Revolving Credit Facility to enhance our liquidity position in response to the impact of ~~$7.7~~the COVID-19 pandemic, drew net borrowings of $15.0 million on the AR Securitization Facilities and paid cash dividends of ~~$151.0 million. In the nine months ended September 30, 2016, we made discretionary payments totaling $60.0~~$55.6 million on ~~the Term Loan and paid cash dividends of $141.7 million.~~our common stock.

Cash paid for income taxes was ~~$6.6~~$0.5 million for in the ~~nine~~three months ended ~~September 30, 2017, compared to~~March 31, 2021 and $0.8 million ~~for~~in the ~~nine~~three months ended ~~September 30, 2016, due primarily to higher income from taxable REIT subsidiaries in 2017 and the impact~~March 31, 2020.

Table of ~~a reimbursement of historical tax payments received in 2016 from our former parent company, CBS Corporation.~~Contents

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of ~~operating lease arrangements and~~ guaranteed minimum annual payments. (See Note ~~15.~~18. Commitments and Contingencies to the Consolidated Financial Statements for information about our off-balance sheet commitments.)

Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances, including the impact of extraordinary events such as the COVID-19 pandemic. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions, including the severity and duration of the COVID-19 pandemic.

For accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

For a summary of our significant accounting policies, see Item 8., Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

Accounting Standards

See Note 2. New Accounting Standards to the Consolidated Financial Statements for information about the adoption of new accounting standards and recent accounting pronouncements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this MD&A and other sections of this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations, including but not limited to the impact of the COVID-19 pandemic on our capital resources, portfolio performance and results of operations.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•Declines in advertising and general economic ~~conditions;~~conditions, including declines caused by the COVID-19 pandemic;

~~Competition;~~•The severity and duration of the COVID-19 pandemic and any other pandemics, and the impact on our business, financial condition and results of operations;

•Competition;

•Government regulation;

~~Our inability to increase the number of digital advertising displays in our portfolio;~~

•Our ability to implement our digital display platform and deploy digital advertising displays to our ~~customers;~~transit franchise partners, including interruptions and reductions in demand caused by the impact of the COVID-19 pandemic;

~~Taxes, fees~~•Losses and ~~registration requirements;~~costs resulting from recalls and product liability, warranty and intellectual property claims;

•Our ability to obtain and renew key municipal contracts on favorable terms;

•Taxes, fees and registration requirements;

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•Decreased government compensation for the removal of lawful billboards;

•Content-based restrictions on outdoor advertising;

~~Environmental, health and safety laws and regulations;~~

•Seasonal variations;

•Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations;

•Dependence on our management team and other key employees;

~~The ability of our board of directors to cause us to issue additional shares of stock without stockholder approval;~~

~~Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;~~

~~Our rights and the rights of our stockholders to take action against our directors and officers are limited;~~

~~Our substantial indebtedness;~~

~~Restrictions in the agreements governing our indebtedness;~~

~~Incurrence of additional debt;~~

~~Interest rate risk exposure from our variable-rate indebtedness;~~

~~Our ability to generate cash to service our indebtedness;~~

~~Cash available for distributions;~~

~~Hedging transactions;~~

•Diverse risks in our Canadian business;

~~A breach of our security measures;~~•Experiencing a cybersecurity incident;

•Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies;

•Asset impairment charges for our long-lived assets and goodwill;

•Environmental, health and safety laws and regulations;

•Our substantial indebtedness;

•Restrictions in the agreements governing our indebtedness;

•Incurrence of additional debt;

•Interest rate risk exposure from our variable-rate indebtedness;

•Our ability to generate cash to service our indebtedness;

•Cash available for distributions;

•Hedging transactions;

•The ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval;

•Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;

•Our rights and the rights of our stockholders to take action against our directors and officers are limited;

•Our failure to remain qualified to be taxed as a REIT;

•REIT distribution requirements;

•Availability of external sources of capital;

•We may face other tax liabilities even if we remain qualified to be taxed as a REIT;

•Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities;

•Our ability to contribute certain contracts to a ~~taxable REIT subsidiary (“TRS”);~~TRS;

•Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT;

•REIT ownership limits;

•Complying with REIT requirements may limit our ability to hedge effectively;

•Failure to meet the REIT income tests as a result of receiving non-qualifying income;

~~Even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT;~~

•The Internal Revenue Service ~~(the “IRS”)~~ may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; and

•Establishing an operating ~~partnership~~partnerships as part of our REIT ~~structure; and~~structure.

~~The execution of a definitive advertising and communications concession agreement with the MTA in a timely manner and on terms consistent with those approved by the MTA’s board of directors.~~

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed with the SEC on February ~~23, 2017.~~26, 2021. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk related to commodity prices and foreign currency exchange rates, and to a limited extent, interest rates and credit risks.

Commodity Price Risk

We incur various operating costs that are subject to price risk caused by volatility in underlying commodity values. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.

We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended

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December 31, ~~2016,~~2020, such contracts accounted for ~~8.9%~~17.7% of our total utility costs. As of ~~September 30, 2017,~~March 31, 2021, we had active electricity purchase agreements with fixed contract rates for locations throughout ~~Connecticut,~~ Illinois, New Jersey, ~~New York,~~ Pennsylvania ~~Ohio~~ and Texas, which expire at various dates ~~in July 2018.~~through June 2024.

Foreign Exchange Risk

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating ~~foreign entities’~~our Canadian business’s statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Any gain or loss on translation is included within comprehensive income and Accumulated other comprehensive income on our Consolidated Statement of Financial Position. The functional currency of our international subsidiaries is their respective local currency. As of ~~September 30, 2017,~~March 31, 2021, we have ~~$4.1~~$0.1 million of unrecognized foreign currency translation losses included within Accumulated other comprehensive ~~income~~loss on our Consolidated Statement of Financial Position.

Substantially all of our transactions at our ~~foreign subsidiaries~~Canadian subsidiary are denominated in their local functional currency, thereby reducing our risk of foreign currency transaction gains or losses.

We do not currently use derivatives or other financial instruments to mitigate foreign currency risk, although we may do so in the future.

Interest Rate Risk

We are subject to interest rate risk to the extent we have variable-rate debt outstanding including under the Senior Credit Facilities and the AR ~~Facility.~~Securitization Facilities.

As of ~~September 30, 2017,~~March 31, 2021, we had a ~~$670.0~~$600.0 million variable-rate Term Loan due ~~2024~~2026 outstanding, which has an interest rate of ~~3.5%~~1.9% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately ~~$1.7~~$1.0 million.

As of ~~September 30, 2017, we had $73.0 million of~~March 31, 2021, there were no outstanding borrowings under either the AR Facility or the Repurchase Facility.

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate ~~AR Facility, at~~debt to a ~~borrowing~~fixed rate ~~of approximately 2.2%. An increase or decrease of 1/4% in~~and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net unrecognized loss of approximately $4.3 million as of March 31, 2021, and is included in Other liabilitieson ~~the AR Facility will change~~ our ~~annualized interest expense by approximately $0.2 million.~~

~~We do not currently use derivatives or other financial instruments to mitigate~~Consolidated Statement of Financial Position. The following table provides information about our interest rate ~~risk, although we may do so~~swap agreements, which are sensitive to changes in interest rates. Notional amounts are used to calculate the ~~future.~~contractual cash flows to be exchanged under the agreements.


(in millions, except percentages)	2021			2022			2023			2024			2025			2026			Thereafter			Total		Fair Value Loss as of 3/31/21
Pay fixed/receive variable	$	150.0		$	50.0		$	—		$	—		$	—		$	—		$	—		$	200.0	$	4.3
Average pay rate	2.7		%	1.8		%	—		%	—		%	—		%	—		%	—		%
Average receive rate(a)	one-month LIBOR			one-month LIBOR			—			—			—			—			—

(a)The one-month LIBOR rate was approximately 0.1% as of March 31, 2021.

Credit Risk

In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for ~~doubtful accounts~~credit losses are adequate. We have experienced an increase in credit losses as a result of the COVID-19 pandemic and accordingly, we recorded additional provisions for doubtful accounts in 2020. We expect provisions for doubtful accounts to decline in 2021.We do not currently use derivatives or other financial instruments to mitigate credit risk.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e)

of the Exchange Act, as of the end of the period covered by this ~~report.~~Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this ~~Quarterly Report on Form 10-Q,~~report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II

Item 1. Legal Proceedings.

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Item 1A. Risk Factors.

We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed with the SEC on February ~~23, 2017. There have been no material changes from the risk factors previously disclosed, other than disclosed below.~~

Implementing our digital display platform, and the deployment of digital advertising displays to our customers, may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.

26, 2021. The ~~success~~impact of the ~~digital display platform we are currently developing and the deployment~~COVID-19 pandemic described in this Quarterly Report on Form 10-Q have heightened certain of digital advertising displays to our customers, such as the MTA, and the realization of any anticipated benefits, will depend, in part, on our ability to finalize and demonstrate the value-added capabilities of our digital display platform and our ability to deliver and install digital displays to our customers in satisfaction of our contractual obligations, including delivery and installation to scale and within complex transit infrastructures. If we fail to satisfy our contractual obligations and/or the digital display platform and/or the digital advertising displays that we provide to our customers do not meet our customers’ expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, then we may incur financial liability and harm our reputation, which could have an adverse effect on our business, financial condition and results of operation.

Implementing our digital display platform and deploying digital advertising displays to our customers in satisfaction of our contractual obligations requires the Company to incur significant costs, which the Company may not be able to recover from its customers. See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any costs currently anticipated may significantly increase if we incur cost overruns due to the increased costs of digital displays, materials and labor, delays in construction caused by us, our subcontractors and/or our customers, and insurance, bonding and litigation expenses or other factors beyond our control, which could have an adverse effect on our business, financial condition and results of operations, including cash flow timing and negative publicity. We currently expect to utilize third-party financing to fund a portion of these costs, which could subject the Company to additional costs, liabilities and risks. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business and Operations—Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks ~~to our financial condition described above.” of~~disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

~~Further, we rely on third parties to manufacture~~2020, and ~~transport digital displays, and if we~~such risk factors are ~~not able to engage third parties on reasonable pricing or other terms, due~~further qualified by the information relating to the ~~insufficient capacity of a particular manufacturer, market-wide supply shortages, logistics disruptions or otherwise, or if~~COVID-19 pandemic described in this Quarterly Report on Form 10-Q. There have been no material changes from the third parties that we engage fail to meet their obligations to us, we may be unable to deploy digital advertising displays to our customers in a timely manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.risk factors previously disclosed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer

Total Number of Shares

Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Programs

Remaining Authorizations

~~July~~January 1, ~~2017~~2021 through ~~July~~January 31, ~~2017~~2021

—

~~August~~February 1, ~~2017~~2021 through ~~August 31, 2017~~February 28, 2021

—

~~September~~March 1, ~~2017~~2021 through ~~September 30, 2017~~March 31, 2021

—

Total

—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

See Exhibit Index immediately following this Item, which is incorporated herein by reference.

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EXHIBIT INDEX



Exhibit Number						Description

~~10.1~~3.1						Articles of Amendment and Restatement of OUTFRONT Media Inc. effective March 28, 2014, as amended by the Articles of Amendment of OUTFRONT Media Inc. effective November 20, 2014 and June 10, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on June 10, 2019).

~~Employment Agreement with Andrew R. Sriubas,~~3.2						Amended and Restated Bylaws of OUTFRONT Media Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on February 26, 2019).

3.3						Articles Supplementary of OUTFRONT Media Inc. effective April 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on April 21, 2020).

4.1						Indenture, dated as of ~~July 28, 2017.~~January 19, 2021, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (including the Form of Senior Notes) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on January 19, 2021).

~~10.2~~10.1						~~Employment Agreement~~Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with ~~Jeremy J. Male, dated as of September 18, 2017.~~Time Vesting under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

~~31.1~~10.2						Form of Certificate and Terms and Conditions for Restricted Shares Units Awards with Time Vesting granted under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

10.3						Form of Certificate and Terms and Conditions for One-Time Performance-Based Restricted Share Units Awards with Time Vesting under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

10.4						Form of Certificate and Terms and Conditions for One-Time Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

31.1						Certification of the Chief Executive Officer of OUTFRONT Media Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of the Chief Financial Officer of OUTFRONT Media Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of the Chief Executive Officer of OUTFRONT Media Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

32.2						Certification of the Chief Financial Officer of OUTFRONT Media Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Calculation Linkbase

101.DEF						Inline XBRL Taxonomy Definition Document

101.LAB						Inline XBRL Taxonomy Label Linkbase

101.PRE						Inline XBRL Taxonomy Presentation Linkbase

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OUTFRONT MEDIA INC.

By:

/s/ ~~Donald R. Shassian~~Matthew Siegel

Name:

~~Donald R. Shassian~~Matthew Siegel

Title:

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

~~Date: November 7, 2017~~

Date: May 5, 2021



	As of
(in millions)	September 30, 2017			December 31, 2016
Assets:
Current assets:
Cash and cash equivalents	$	42.0		$	65.2
Receivables, less allowance ($10.5 in 2017 and $9.2 in 2016)	240.6			222.0
Prepaid lease and transit franchise costs	47.8			67.4
Other prepaid expenses	21.9			15.8
Other current assets	8.5			7.8
Total current assets	360.8			378.2
Property and equipment, net (Note 3)	671.2			665.0
Goodwill (Note 4)	2,139.2			2,089.4
Intangible assets (Note 4)	575.1			545.3
Other assets	67.6			60.6
Total assets	$	3,813.9		$	3,738.5

Liabilities:
Current liabilities:
Accounts payable	$	44.4		$	85.6
Accrued compensation	25.2			33.9
Accrued interest	23.9			15.7
Accrued lease costs	29.8			26.7
Other accrued expenses	48.9			54.8
Deferred revenues	28.8			20.2
Short-term debt (Note 7)	73.0			—
Other current liabilities	19.8			14.6
Total current liabilities	293.8			251.5
Long-term debt, net (Note 7)	2,144.7			2,136.8
Deferred income tax liabilities, net	21.1			8.5
Asset retirement obligation (Note 5)	34.7			34.1
Other liabilities	79.1			74.6
Total liabilities	2,573.4			2,505.5

Commitments and contingencies (Note 15)

Stockholders’ equity (Note 8):
Common stock (2017 - 450.0 shares authorized, and 138.6 shares issued
and outstanding; 2016 - 450.0 shares authorized, and 138.0 issued and outstanding)	1.4			1.4
Additional paid-in capital	1,958.7			1,949.5
Distribution in excess of earnings	(760.3		)	(699.5		)
Accumulated other comprehensive loss	(4.8		)	(18.5		)
Total stockholders’ equity	1,195.0			1,232.9
Non-controlling interests	45.5			0.1
Total equity	1,240.5			1,233.0
Total liabilities and equity	$	3,813.9		$	3,738.5



(in millions)
As of December 31, 2016	$	34.1
Accretion expense	1.8
Additions	0.2
Liabilities settled	(1.8		)
Foreign currency translation adjustments	0.4
As of September 30, 2017	$	34.7



	Activity		Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2016	1,637,141		$	22.71
Granted:
RSUs	526,488		26.88
PRSUs	254,931		27.17
Vested:
RSUs	(536,008	)	23.21
PRSUs	(210,370	)	24.26
Forfeitures:
RSUs	(37,675	)	24.17
PRSUs	(22,350	)	19.01
Non-vested as of September 30, 2017	1,612,157		24.42



	Activity		Weighted Average Exercise Price
Outstanding as of December 31, 2016	294,897		$	15.72
Exercised	(129,604	)	9.37
Outstanding as of September 30, 2017	165,293		20.69

Exercisable as of September 30, 2017	165,293		20.69



	As of
(in millions)	September 30, 2017		December 31, 2016
Assets:
U.S. Media	$	3,537.5	$	3,578.8
Other	266.2		145.5
Corporate	10.2		14.2
Total assets	$	3,813.9	$	3,738.5



	As of September 30, 2017
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	4.6	$	2.9	$	34.5	$	—		$	42.0
Receivables, less allowance	—		—		53.1		209.8		(22.3		)	240.6
Other current assets	—		1.1		63.1		20.5		(6.5		)	78.2
Total current assets	—		5.7		119.1		264.8		(28.8		)	360.8
Property and equipment, net	—		—		612.1		59.1		—			671.2
Goodwill	—		—		2,059.9		79.3		—			2,139.2
Intangible assets	—		—		521.9		53.2		—			575.1
Investment in subsidiaries	1,195.0		3,360.7		302.2		—		(4,857.9		)	—
Other assets	—		3.6		61.1		2.9		—			67.6
Intercompany	—		—		123.7		148.3		(272.0		)	—
Total assets	$	1,195.0	$	3,370.0	$	3,800.0	$	607.6	$	(5,158.7	)	$	3,813.9

Total current liabilities	$	—	$	30.3	$	186.8	$	105.5	$	(28.8	)	$	293.8
Long-term debt, net	—		2,144.7		—		—		—			2,144.7
Deferred income tax liabilities, net	—		—		—		21.1		—			21.1
Asset retirement obligation	—		—		29.8		4.9		—			34.7
Deficit in excess of investment of subsidiaries	—		—		2,165.7		—		(2,165.7		)	—
Other liabilities	—		—		74.4		4.7		—			79.1
Intercompany	—		—		148.3		123.7		(272.0		)	—
Total liabilities	—		2,175.0		2,605.0		259.9		(2,466.5		)	2,573.4
Total stockholders’ equity	1,195.0		1,195.0		1,195.0		302.2		(2,692.2		)	1,195.0
Non-controlling interests	—		—		—		45.5		—			45.5
Total equity	1,195.0		1,195.0		1,195.0		347.7		(2,692.2		)	1,240.5
Total liabilities and equity	$	1,195.0	$	3,370.0	$	3,800.0	$	607.6	$	(5,158.7	)	$	3,813.9



	Three Months Ended September 30, 2017
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	254.6		$	17.8		$	—		$	272.4
Transit and other	—			—			116.7			3.3			—			120.0
Total revenues	—			—			371.3			21.1			—			392.4
Expenses:
Operating	—			—			198.9			13.7			—			212.6
Selling, general and administrative	0.4			—			61.1			2.7			—			64.2
Restructuring charges	—			—			0.7			0.9			—			1.6
Net gain on dispositions	—			—			(14.1		)	—			—			(14.1		)
Depreciation	—			—			18.9			3.4			—			22.3
Amortization	—			—			23.6			1.9			—			25.5
Total expenses	0.4			—			289.1			22.6			—			312.1
Operating income (loss)	(0.4		)	—			82.2			(1.5		)	—			80.3
Interest income (expense), net	—			(28.7		)	(0.1		)	(0.4		)	—			(29.2		)
Other income, net	—			—			—			0.2			—			0.2
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(0.4		)	(28.7		)	82.1			(1.7		)	—			51.3
Benefit (provision) for income taxes	—			—			(2.8		)	0.8			—			(2.0		)
Equity in earnings of investee companies, net of tax	51.1			79.8			(28.2		)	0.2			(101.5		)	1.4
Net income (loss)	$	50.7		$	51.1		$	51.1		$	(0.7	)	$	(101.5	)	$	50.7

Net income (loss)	$	50.7		$	51.1		$	51.1		$	(0.7	)	$	(101.5	)	$	50.7
Total other comprehensive income, net of tax	8.3			8.3			8.3			8.3			(24.9		)	8.3
Total comprehensive income	$	59.0		$	59.4		$	59.4		$	7.6		$	(126.4	)	$	59.0



	Three Months Ended September 30, 2016
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	256.4		$	14.1		$	—		$	270.5
Transit and other	—			—			109.3			3.0			—			112.3
Total revenues	—			—			365.7			17.1			—			382.8
Expenses:
Operating	—			—			189.9			11.6			—			201.5
Selling, general and administrative	0.4			0.1			61.1			3.5			—			65.1
Net gain on dispositions	—			—			(2.3		)	—			—			(2.3		)
Depreciation	—			—			23.2			3.5			—			26.7
Amortization	—			—			27.6			0.7			—			28.3
Total expenses	0.4			0.1			299.5			19.3			—			319.3
Operating income (loss)	(0.4		)	(0.1		)	66.2			(2.2		)	—			63.5
Interest expense, net	—			(28.3		)	—			—			—			(28.3		)
Other income, net	—			—			—			—			—			—
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(0.4		)	(28.4		)	66.2			(2.2		)	—			35.2
Benefit for income taxes	—			—			1.0			0.5			—			1.5
Equity in earnings of investee companies, net of tax	38.5			66.9			(28.7		)	0.3			(75.6		)	1.4
Net income (loss)	$	38.1		$	38.5		$	38.5		$	(1.4	)	$	(75.6	)	$	38.1

Net income (loss)	$	38.1		$	38.5		$	38.5		$	(1.4	)	$	(75.6	)	$	38.1
Total other comprehensive loss, net of tax	(1.4		)	(1.4		)	(1.4		)	(1.4		)	4.2			(1.4		)
Total comprehensive income (loss)	$	36.7		$	37.1		$	37.1		$	(2.8	)	$	(71.4	)	$	36.7



	Nine Months Ended September 30, 2017
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	738.9		$	43.7		$	—		$	782.6
Transit and other	—			—			327.7			8.9			—			336.6
Total revenues	—			—			1,066.6			52.6			—			1,119.2
Expenses:
Operating	—			—			580.8			37.0			—			617.8
Selling, general and administrative	1.2			0.8			182.8			9.7			—			194.5
Restructuring charges	—			—			2.5			3.8			—			6.3
Net gain on dispositions	—			—			(13.6		)	—			—			(13.6		)
Depreciation	—			—			59.1			9.2			—			68.3
Amortization	—			—			71.3			3.3			—			74.6
Total expenses	1.2			0.8			882.9			63.0			—			947.9
Operating income (loss)	(1.2		)	(0.8		)	183.7			(10.4		)	—			171.3
Interest expense, net	—			(85.2		)	(0.4		)	(0.3		)	—			(85.9		)
Other income, net	—			—			—			0.3			—			0.3
Income (loss) before benefit for income taxes and equity in earnings of investee companies	(1.2		)	(86.0		)	183.3			(10.4		)	—			85.7
Benefit (provision) for income taxes	—			—			(2.8		)	3.6			—			0.8
Equity in earnings of investee companies, net of tax	91.5			177.5			(89.0		)	0.6			(176.8		)	3.8
Net income (loss)	$	90.3		$	91.5		$	91.5		$	(6.2	)	$	(176.8	)	$	90.3

Net income (loss)	$	90.3		$	91.5		$	91.5		$	(6.2	)	$	(176.8	)	$	90.3
Total other comprehensive income, net of tax	13.7			13.7			13.7			13.7			(41.1		)	13.7
Total comprehensive income	$	104.0		$	105.2		$	105.2		$	7.5		$	(217.9	)	$	104.0



	Nine Months Ended September 30, 2016
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—		$	—		$	743.4		$	51.1		$	—		$	794.5
Transit and other	—			—			312.2			9.8			—			322.0
Total revenues	—			—			1,055.6			60.9			—			1,116.5
Expenses:
Operating	—			—			561.2			41.7			—			602.9
Selling, general and administrative	1.1			0.2			181.1			13.2			—			195.6
Restructuring charges	—			—			0.4			—			—			0.4
Loss on real estate assets held for sale	—			—			—			1.3			—			1.3
Net gain on dispositions	—			—			(1.7		)	—			—			(1.7		)
Depreciation	—			—			72.3			12.0			—			84.3
Amortization	—			—			84.8			2.2			—			87.0
Total expenses	1.1			0.2			898.1			70.4			—			969.8
Operating income (loss)	(1.1		)	(0.2		)	157.5			(9.5		)	—			146.7
Interest expense, net	—			(85.5		)	(0.1		)	—			—			(85.6		)
Income (loss) before provision for income taxes and equity in earnings of investee companies	(1.1		)	(85.7		)	157.4			(9.5		)	—			61.1
Benefit (provision) for income taxes	—			—			(1.1		)	0.5			—			(0.6		)
Equity in earnings of investee companies, net of tax	65.4			151.1			(90.9		)	0.7			(122.5		)	3.8
Net income (loss)	$	64.3		$	65.4		$	65.4		$	(8.3	)	$	(122.5	)	$	64.3

Net income (loss)	$	64.3		$	65.4		$	65.4		$	(8.3	)	$	(122.5	)	$	64.3
Total other comprehensive income, net of tax	104.6			104.6			104.6			104.6			(313.8		)	104.6
Total comprehensive income	$	168.9		$	170.0		$	170.0		$	96.3		$	(436.3	)	$	168.9



	Digital Revenues (in millions) for the Nine Months Ended September 30, 2017						Number of Digital Displays as of September 30, 2017^(a)
Location	Digital Billboard		Digital Transit and Other		Total Digital Revenues		Digital Billboard Displays	Digital Transit and Other Displays	Total Digital Displays	Percentage of Total Digital Displays
United States	$	114.2	$	29.9	$	144.1	809	2,720	3,529	94	%
Canada	9.4		0.1		9.5		150	63	213	6
Total	$	123.6	$	30.0	$	153.6	959	2,783	3,742	100	%



								(in constant dollars)^(b)										(in constant dollars)^(b)
(in millions, except	Three Months Ended September 30,					%		Three Months Ended September 30,		%		Nine Months Ended September 30,				%		Nine Months Ended September 30,		%
percentages)	2017		2016			Change		2016		Change		2017		2016		Change		2016		Change
Revenues:
Billboard	$	272.4	$	270.5		1	%	$	271.1	—	%	$	782.6	$	794.5	(1	)%	$	794.8	(2	)%
Transit and other	120.0		112.3			7		112.4		7		336.6		322.0		5		322.0		5
Total revenues	392.4		382.8			3		$	383.5	2		1,119.2		1,116.5		—		$	1,116.8	—
Foreign currency exchange impact	—		0.7									—		0.3
Constant dollar revenues^(b)	$	392.4	$	383.5								$	1,119.2	$	1,116.8

Organic revenues^(a):
Billboard	$	269.1	$	271.1		(1	)	$	271.1	(1	)	$	774.7	$	781.9	(1	)	$	781.9	(1	)
Transit and other	120.0		112.4			7		112.4		7		332.3		316.4		5		316.4		5
Total organic revenues^(a)	389.1		383.5			1		383.5		1		1,107.0		1,098.3		1		1,098.3		1
Non-organic revenues:
Billboard	3.3		(0.6		)	*		—		*		7.9		12.6		(37	)	12.9		(39	)
Transit and other	—		(0.1		)	*		—		*		4.3		5.6		(23	)	5.6		(23	)
Total non-organic revenues	3.3		(0.7		)	*		—		*		12.2		18.2		(33	)	18.5		(34	)
Total revenues	$	392.4	$	382.8		3		$	383.5	2		$	1,119.2	$	1,116.5	—		$	1,116.8	—



									(in constant dollars)^(a)													(in constant dollars)^(a)
(in millions, except	Three Months Ended September 30,						%		Three Months Ended September 30,			%		Nine Months Ended September 30,						%		Nine Months Ended September 30,			%
percentages)	2017			2016			Change		2016			Change		2017			2016			Change		2016			Change
Total revenues	$	29.4		$	26.1		13	%	$	26.8		10	%	$	82.0		$	90.7		(10	)%	$	91.0		(10	)%
Operating expenses	(21.2		)	(18.8		)	13		(19.3		)	10		(59.2		)	(59.7		)	(1	)	(60.0		)	(1	)
SG&A expenses	(6.3		)	(5.1		)	24		(5.3		)	19		(18.0		)	(18.2		)	(1	)	(18.3		)	(2	)
Adjusted OIBDA	$	1.9		$	2.2		(14	)	$	2.2		(14	)	$	4.8		$	12.8		(63	)	$	12.7		(62	)

Operating loss	$	(4.9	)	$	(2.7	)	81							$	(13.0	)	$	(4.9	)	165
Restructuring charges	1.2			—			*							4.0			—			*
Loss on real estate assets held for sale	—			—			*							—			1.3			*
Depreciation and amortization	5.6			4.9			14							13.8			16.4			(16	)
Adjusted OIBDA	$	1.9		$	2.2		(14	)						$	4.8		$	12.8		(63	)