Table of Contents
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 SeptemberJune 30, 20172021
or
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission File Number: 001-36367
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
Maryland46-4494703
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
405 Lexington Avenue, 17th Floor
New York, NYNY10174
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01, par valueOUTNew 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 filerx☒Accelerated filero☐
Non-accelerated filer
o (Do not check if a smaller reporting company)
☐		Smaller reporting companyo☐
Emerging growth companyo☐

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,August 5, 2021, the number of shares outstanding of the registrant’s common stock was 138,636,411.145,598,601.



Table of Contents
OUTFRONT MEDIA INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 20172021
TABLE OF CONTENTS
PART I
3
Item 1. Financial Statements (Unaudited)
3
Consolidated Statements of Financial Position as of SeptemberJune 30, 2017,2021, and December 31, 20162020
3
Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020
4
Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20172021 and 20162020
5
Consolidated Statements of Equity for the ninethree and six months ended SeptemberJune 30, 20172021 and 20162020
6
Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20172021 and 20162020
78
Notes to Consolidated Financial Statements
910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3226
Item 3. Quantitative and Qualitative Disclosures About Market Risk
5249
Item 4. Controls and Procedures
5351
PART II
5552
Item 1. Legal Proceedings
5552
Item 1A. Risk Factors
5552
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
5552
Item 3. Defaults Upon Senior Securities
5653
Item 4. Mine Safety Disclosures
5653
Item 5. Other Information
5653
Item 6. Exhibits
5653
SIGNATURES
5855


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)June 30,
2021		December 31,
2020
Assets:
Current assets:
Cash and cash equivalents$529.0 $710.4 
Restricted cash1.6 1.6 
Receivables, less allowance ($19.8 in 2021 and $26.3 in 2020)206.4 209.2 
Prepaid lease and franchise costs11.7 5.4 
Other prepaid expenses15.7 14.4 
Other current assets17.8 33.7 
Total current assets782.2 974.7 
Property and equipment, net (Note 4)631.2 634.2 
Goodwill2,078.5 2,077.8 
Intangible assets (Note 5)559.0 547.5 
Operating lease assets (Note 6)1,452.8 1,421.3 
Prepaid MTA equipment deployment costs (Note 18)229.6 204.6 
Other assets38.7 36.8 
Total assets$5,772.0 $5,896.9 
Liabilities:
Current liabilities:
Accounts payable$51.6 $64.9 
Accrued compensation44.9 35.0 
Accrued interest30.4 24.5 
Accrued lease and franchise costs48.8 65.8 
Other accrued expenses38.7 38.0 
Deferred revenues43.7 29.5 
Short-term debt (Note 9)0 80.0 
Short-term operating lease liabilities (Note 6)187.7 176.5 
Other current liabilities21.8 20.7 
Total current liabilities467.6 534.9 
Long-term debt, net (Note 9)2,617.9 2,620.8 
Deferred income tax liabilities, net13.5 14.6 
Asset retirement obligation (Note 7)35.8 35.9 
Operating lease liabilities (Note 6)1,275.1 1,252.0 
Other liabilities54.7 55.0 
Total liabilities4,464.6 4,513.2 
Commitments and contingencies (Note 18)00
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 145.6 shares issued and outstanding; 2020 - 450.0 shares authorized, and 144.5 issued and outstanding)1.5 1.4 
Additional paid-in capital2,103.1 2,090.8 
Distribution in excess of earnings(1,183.0)(1,100.4)
Accumulated other comprehensive loss(11.7)(18.0)
Total stockholders’ equity909.9 973.8 
Non-controlling interests14.1 26.5 
Total equity1,307.4 1,383.7 
Total liabilities and equity$5,772.0 $5,896.9 
See accompanying notes to unaudited consolidated financial statements.

3
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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 EndedSix Months Ended
June 30,June 30,
(in millions, except per share amounts)2021202020212020
Revenues:
Billboard$287.3 $188.5 $510.9 $459.4 
Transit and other53.7 44.4 89.3 158.8 
Total revenues341.0 232.9 600.2 618.2 
Expenses:
Operating189.6 154.0 367.2 378.8 
Selling, general and administrative88.9 68.7 165.4 159.5 
Restructuring charges0 4.7 0 4.7 
Net gain on dispositions(2.9)(5.2)(3.2)(5.3)
Depreciation20.0 21.2 40.0 42.2 
Amortization16.3 15.4 32.7 30.4 
Total expenses311.9 258.8 602.1 610.3 
Operating income (loss)29.1 (25.9)(1.9)7.9 
Interest expense, net(32.1)(33.3)(66.7)(63.1)
Loss on extinguishment of debt0 0 (6.3)0 
Other income, net0 0 0 0.2 
Loss before benefit for income taxes and equity in earnings of investee companies(3.0)(59.2)(74.9)(55.0)
Benefit for income taxes2.4 1.5 7.1 3.2 
Equity in earnings of investee companies, net of tax(0.1)(0.3)(0.5)0.1 
Net loss before allocation to non-controlling interests(0.7)(58.0)(68.3)(51.7)
Net income (loss) attributable to non-controlling interests0.2 (0.1)0.3 0.1 
Net loss attributable to OUTFRONT Media Inc.$(0.9)$(57.9)$(68.6)$(51.8)
Net loss per common share:
Basic$(0.05)$(0.44)$(0.57)$(0.40)
Diluted$(0.05)$(0.44)$(0.57)$(0.40)
Weighted average shares outstanding:
Basic145.6 144.4 145.2 144.1 
Diluted145.6 144.4 145.2 144.1 
See accompanying notes to unaudited consolidated financial statements.

4
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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 EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Net loss before allocation to non-controlling interests$(0.7)$(58.0)$(68.3)$(51.7)
Net income (loss) attributable to non-controlling interests0.2 (0.1)0.3 0.1 
Net loss attributable to OUTFRONT Media Inc.(0.9)(57.9)(68.6)(51.8)
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments2.4 4.4 3.7 (6.1)
Net actuarial gain (loss)0 (0.2)0 0.5 
Change in fair value of interest rate swap agreements1.4 0.7 2.6 (3.6)
Total other comprehensive income (loss), net of tax3.8 4.9 6.3 (9.2)
Total comprehensive income (loss)$2.9 $(53.0)$(62.3)$(61.0)
See accompanying notes to unaudited consolidated financial statements.

5
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OUTFRONT Media Inc.
Consolidated Statements of Equity
(Unaudited)
Stockholders’ Equity
(in millions, except per share amounts)Shares of Series A Preferred StockSeries A Preferred Stock ($0.01 per share par value)Shares of Common Stock Common Stock ($0.01 per share par value)Additional Paid-In CapitalDistribution in Excess of EarningsAccumulated Other Comprehensive LossTotal Stockholders’ EquityNon-Controlling InterestsTotal Equity
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 
Net loss— — — — — (57.9)— (57.9)(0.1)(58.0)
Other comprehensive income— — — — — — 4.9 4.9 — 4.9 
Stock-based payments:
Amortization— — — — 6.1 — — 6.1 — 6.1 
Shares paid for tax withholding for stock-based payments— — — — (0.1)— — (0.1)— (0.1)
New share issues0.4 383.4 — — — — — — — 383.4 
Series A Preferred Stock dividends (7%)— — — — — (5.5)— (5.5)— (5.5)
Other— — — — — — — — (1.1)(1.1)
Balance as of
June 30, 2020
0.4 $383.4 144.4 $1.4 $2,078.8 $(1,077.2)$(26.9)$976.1 $27.2 $1,386.7 
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 
Net income (loss)— — — — — (0.9)— (0.9)0.2 (0.7)
Other comprehensive income— — — — — — 3.8 3.8 — 3.8 
Stock-based payments:
Vested— — 0.1 — — — — — — — 
Amortization— — — — 7.5 — — 7.5 — 7.5 
Shares paid for tax withholding for stock-based payments— — — — (0.2)— — (0.2)— (0.2)
Class A equity interest redemptions— — — — 0.3 — — 0.3 (0.3)— 
Series A Preferred Stock dividends (7%)— — — — — (7.0)— (7.0)— (7.0)
Other— — — — — — — — (0.2)(0.2)
Balance as of
June 30, 2021
0.4 $383.4 145.6 $1.5 $2,103.1 $(1,183.0)$(11.7)$909.9 $14.1 $1,307.4 
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(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
Net income —
 —
 —
 64.3
 —
 64.3
 —
 64.3
Other comprehensive loss —
 —
 —
 —
 104.6
 104.6
 —
 104.6
Stock-based payments:                
Vested 0.5
 —
 —
 —
 —
 —
 —
 —
Amortization —
 —
 13.8
 —
 —
 13.8
 —
 13.8
Shares paid for tax withholding for stock-based payments (0.2) —
 (4.6) —
 —
 (4.6) —
 (4.6)
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
                 
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
OUTFRONT Media Inc.
Consolidated Statements of Equity (Continued)
(Unaudited)

Stockholders’ Equity
(in millions, except per share amounts)Shares of Series A Preferred StockSeries A Preferred Stock ($0.01 per share par value)Shares of Common Stock Common Stock ($0.01 per share par value)Additional Paid-In CapitalDistribution in Excess of EarningsAccumulated Other Comprehensive LossTotal Stockholders’ EquityNon-Controlling InterestsTotal Equity
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 (loss)— — — — — (51.8)— (51.8)0.1 (51.7)
Other comprehensive loss— — — — — — (9.2)(9.2)— (9.2)
Stock-based payments:
Vested— — 1.0 — — — — — — — 
Amortization— — — — 11.9 — — 11.9 — 11.9 
Shares paid for tax withholding for stock-based payments— — (0.4)— (12.2)— — (12.2)— (12.2)
New share issues0.4 383.4 — — — — — — — 383.4 
Class A equity interest redemptions— — 0.2 — 4.4 — — 4.4 (4.4)— 
Series A Preferred Stock dividends (7%)— — — — — (5.5)— (5.5)— (5.5)
Dividends ($0.38 per share)— — — — — (55.3)— (55.3)— (55.3)
Other— — — — — — — — (1.1)(1.1)
Balance as of
June 30, 2020		0.4 $383.4 144.4 $1.4 $2,078.8 $(1,077.2)$(26.9)$976.1 $27.2 $1,386.7 
Balance as of December 31, 20200.4 $383.4 144.5 $1.4 $2,090.8 $(1,100.4)$(18.0)$973.8 $26.5 $1,383.7 
Net income ( loss)— — — — — (68.6)— (68.6)0.3 (68.3)
Other comprehensive income— — — — — — 6.3 6.3 — 6.3 
Stock-based payments:
Vested— — 1.1 0.1 — — — 0.1 — 0.1 
Amortization— — — — 13.5 — — 13.5 — 13.5 
Shares paid for tax withholding for stock-based payments— — (0.5)— (8.9)— — (8.9)— (8.9)
Class A equity interest redemptions— — 0.5 — 11.0 — — 11.0 (11.0)— 
Series A Preferred Stock dividends (7%)— — — — — (14.0)— (14.0)— (14.0)
Other— — — — (3.3)— — (3.3)(1.7)(5.0)
Balance as of
June 30, 2021
0.4 $383.4 145.6 $1.5 $2,103.1 $(1,183.0)$(11.7)$909.9 $14.1 $1,307.4 
See accompanying notes to unaudited consolidated financial statements.

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OUTFRONT Media Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
(in millions)20212020
Operating activities:
Net loss attributable to OUTFRONT Media Inc.$(68.6)$(51.8)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Net income attributable to non-controlling interests0.3 0.1 
Depreciation and amortization72.7 72.6 
Deferred tax benefit(7.1)(5.2)
Stock-based compensation13.5 11.9 
Provision for doubtful accounts(4.4)11.3 
Accretion expense1.3 1.3 
Net gain on dispositions(3.2)(5.3)
Loss on extinguishment of debt6.3 0 
Equity in earnings of investee companies, net of tax0.5 (0.1)
Distributions from investee companies0.4 1.9 
Amortization of deferred financing costs and debt discount and premium3.8 3.0 
Change in assets and liabilities, net of investing and financing activities:
Decrease in receivables10.7 77.9 
Increase in prepaid MTA equipment deployment costs(25.0)(28.3)
(Increase) decrease in prepaid expenses and other current assets10.2 (2.2)
Decrease in accounts payable and accrued expenses(18.0)(59.8)
Increase in operating lease assets and liabilities2.1 8.3 
Increase in deferred revenues14.1 9.3 
Decrease in income taxes(1.3)(0.1)
Other, net5.3 5.9 
Net cash flow provided by operating activities13.6 50.7 
Investing activities:
Capital expenditures(25.5)(31.9)
Acquisitions(42.7)(13.6)
MTA franchise rights(10.0)(7.3)
Net proceeds from dispositions1.2 2.7 
Return of investment in investee companies0 0.8 
Net cash flow used for investing activities(77.0)(49.3)
Financing activities:
Proceeds from long-term debt borrowings500.0 895.0 
Repayments of long-term debt borrowings(500.0)(495.0)
Proceeds from borrowings under short-term debt facilities0 15.0 
Repayments of borrowings under short-term debt facilities(80.0)(130.0)
Payments of deferred financing costs(7.3)(7.5)
Payments of debt extinguishment charges(4.7)0 
Proceeds from Series A Preferred Stock issuances0 383.9 
Taxes withheld for stock-based compensation(8.9)(12.0)
Dividends(14.3)(61.1)
Other(3.7)0 
Net cash flow provided by (used for) financing activities(118.9)588.3 
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  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

Six Months Ended
June 30,
(in millions)20212020
Effect of exchange rate changes on cash, cash equivalents and restricted cash0.9 (1.0)
Net increase (decrease) in cash, cash equivalents and restricted cash(181.4)588.7 
Cash, cash equivalents and restricted cash at beginning of period712.0 60.9 
Cash, cash equivalents and restricted cash at end of period$530.6 $649.6 
Supplemental disclosure of cash flow information:
Cash paid for income taxes$1.4 $2.1 
Cash paid for interest57.3 60.1 
Non-cash investing and financing activities:
Accrued purchases of property and equipment$6.2 $7.1 
Accrued MTA franchise rights4.5 2.7 
Taxes withheld for stock-based compensation0.1 0.1 
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 three2 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 businessSports Marketing operating segment, for a purchase price of approximately $34.6 million in Latin America (see Note 10. Acquisitionscash, 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 AmericaSports 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. 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 $6.3 million in the three months ended June 30, 2020, and $17.6 million in the six months ended June 30, 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 ofat 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.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 2. New Accounting Standards

Adoption of New Accounting Standards

Stock Compensation

DuringIn 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, includingsimplifying the accounting for income taxes forfeitures and statutory tax withholding requirements, as well asby removing certain exceptions to the classification in the statementgeneral principles of cash flows. We 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 toAccounting Standards Codification Topic 740, Additional paid in capitalIncome Taxes, offset by a decrease of $0.5 million to Distribution in excess of earnings on our Consolidated Statement of Financial Position and Consolidated Statement of Equity as of September 30, 2017.


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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. Adoptionadoption 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 simplifyingproviding 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 valueLondon 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 afterall 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 onan 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 standardtransit franchise contracts, which requires lesseesus 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 basisescrow 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 SeptemberJune 30, 2017,2021, we had approximately 21,600 lease agreementshave $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)June 30,
2021		June 30,
2020		December 31, 2020
Cash and cash equivalents$529.0 $647.8 $710.4 
Restricted cash1.6 1.8 1.6 
Cash, cash equivalents and restricted cash$530.6 $649.6 $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 LivesJune 30,
2021		December 31,
2020
Land$102.6 $98.0 
Buildings20 to 40 years48.9 48.3 
Advertising structures5 to 20 years1,920.6 1,897.7 
Furniture, equipment and other3 to 10 years173.5 168.5 
Construction in progress30.3 25.1 
2,275.9 2,237.6 
Less: Accumulated depreciation1,644.7 1,603.4 
Property and equipment, net$631.2 $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 SeptemberJune 30, 2017, $26.72021, $21.2 million in the three months ended SeptemberJune 30, 2016, $68.32020, $40.0 million in the ninesix months ended SeptemberJune 30, 2017,2021, and $84.3$42.2 million in the ninesix months ended SeptemberJune 30, 2016.2020.

Note 4. Goodwill and Other5. 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)GrossAccumulated AmortizationNet
As of June 30, 2021:
Permits and leasehold agreements$1,227.0 $(799.0)$428.0 
Franchise agreements522.4 (393.5)128.9 
Other intangible assets22.1 (20.0)2.1 
Total intangible assets$1,771.5 $(1,212.5)$559.0 
As of December 31, 2020:
Permits and leasehold agreements$1,190.0 $(777.1)$412.9 
Franchise agreements514.7 (383.7)131.0 
Other intangible assets45.8 (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

In the six months ended June 30, 2021, we acquired 40 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $35.0 million, which are amortized using the straight-line method over their estimated useful lives, a average period of 18.0 years.

(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$16.3 million in the three months ended SeptemberJune 30, 2017, $28.32021, $15.4 million in the three months ended SeptemberJune 30, 2016, $74.62020, $32.7 million in the ninesix months ended SeptemberJune 30, 2017,2021, and $87.0$30.4 million in the ninesix months ended SeptemberJune 30, 2016, which includes2020.

Note 6. Leases

Lessee

As of June 30, 2021, we have operating lease assets of $1.5 billion, short-term operating lease liabilities of $187.7 million and 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 June 30, 2021, the amortization of directweighted-average remaining lease acquisition costs of $10.6 million interm was 10.5 years and the weighted-average discount rate was 5.3%.

For the three months ended SeptemberJune 30, 2017, $9.02021, we recorded operating lease costs of $99.9 million inOperating expenses and $2.4 million in Selling, general and administrative expenses. For the three months ended SeptemberJune 30, 2016, $29.52021, these costs include $19.3 million of variable operating lease costs. For the three months ended June 30, 2020, we recorded operating lease costs of $93.3 million in Operating expenses and $2.1 million in Selling, general and administrative expenses. For the ninethree months ended SeptemberJune 30, 2017, and $28.02020, these costs include $14.6 million of variable operating lease costs. For the six months ended June 30, 2021, we recorded operating lease costs of $193.6 million in Operating expenses and $4.5 million in Selling, general and administrative expenses. For the ninesix months ended SeptemberJune 30, 2016. Direct2021, these costs include $33.2 million of variable operating lease acquisitioncosts. For the six months ended June 30, 2020, we recorded operating lease costs are amortizedof $195.8 million in Operating expenses and $4.3 million in Selling, general and administrative expenses. For the six months ended June 30, 2020, these costs include $36.7 million of variable operating lease costs. For each of the three and six months ended June 30, 2021 and 2020, sublease income was immaterial.

For the six months ended June 30, 2021, cash paid for operating leases was $190.9 million and leased assets obtained in exchange for new operating lease liabilities was $139.9 million. For the six months ended June 30, 2020, cash paid for operating leases was $199.0 million and leased assets obtained in exchange for new operating lease liabilities was $116.4 million.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Lessor

We recorded rental income of $277.6 million for the three months ended June 30, 2021, $182.0 million for the three months ended June 30, 2020, $493.4 million for the six months ended June 30, 2021, and $444.3 million for the six months ended June 30, 2020, in Revenues on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.our Consolidated Statement of Operations.

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 expense1.3 
Additions0.2 
Liabilities settled(1.8)
Foreign currency translation adjustments0.2 
As of June 30, 2021$35.8 
(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 two2 joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and three4 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$9.6 million as of SeptemberJune 30, 2017,2021, 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$1.3 million in the three months ended SeptemberJune 30, 2017, $1.92021, $1.0 million in the three months ended SeptemberJune 30, 2016, and $5.62020, $2.4 million in the ninesix months ended SeptemberJune 30, 20172021, and $5.4$2.5 million in the ninesix months ended SeptemberJune 30, 2016.2020.


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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)June 30,
2021		December 31,
2020
Short-term debt:
Repurchase Facility$0 $80.0 
Total short-term debt0 80.0 
Long-term debt:
Term loan, due 2026598.0 597.8 
Senior unsecured notes:
5.625% senior unsecured notes, due 20240 501.3 
6.250% senior unsecured notes, due 2025400.0 400.0 
5.000% senior unsecured notes, due 2027650.0 650.0 
4.250% senior unsecured notes, due 2029500.0 0 
4.625% senior unsecured notes, due 2030500.0 500.0 
Total senior unsecured notes2,050.0 2,051.3 
Debt issuance costs(30.1)(28.3)
Total long-term debt, net2,617.9 2,620.8 
Total debt, net$2,617.9 $2,700.8 
Weighted average cost of debt4.3 %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 Loanterm loan due in 2026 (the “Term Loan”) was 3.5%1.8% per annum as of SeptemberJune 30, 2017.2021. As of SeptemberJune 30, 2017,2021, a discount of $2.3$2.0 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

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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 SeptemberJune 30, 2017,2021, 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$0.5 million in each of the three months ended SeptemberJune 30, 2017 and 2016, $1.12021, $0.3 million in the ninethree months ended SeptemberJune 30, 2017, and $1.42020, $0.9 million in the ninesix months ended SeptemberJune 30, 2016.2021, and $0.6 million in the six months ended June 30, 2020. As of SeptemberJune 30, 2017,2021, 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 June 30, 2021, we had issued letters of credit totaling approximately $72.2 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 and six months ended June 30, 2021 and 2020.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Effective July 27, 2021, we increased our standalone letter of credit facilities by $3.0 million. As of August 5, 2021, we had issued letters of credit totaling approximately $73.9 million under our aggregate $81.0 million standalone letters of credit facilities.

Accounts Receivable Securitization FacilityFacilities

OnAs of June 30, 2017,2021, we entered intohave a three-year, $100.0 million AR Facility. revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended. Our 364-day uncommitted structured repurchase facility (the “Repurchase Facility”) expired on June 29, 2021, and we chose not to extend it at this time.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute itstheir 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 willSPVs may transfer an undivided interestinterests in thetheir 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 entityentities with itstheir own separate creditors who will be entitled to access the SPV’sSPVs’ assets before the assets become available to the Company. Accordingly, the SPV’sSPVs’ 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 SPVSPVs 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 is accounted for as a collateralized financing activity, rather than a saleFacility. Neither the Company, the Originators nor the SPVs guarantee the collectability of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assetsthe receivables under the AR Facility. Further, the TRS SPV and the borrowingsQRS SPV are presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect the associated chargesjointly and severally liable 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 repaymentstheir respective obligations under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.agreements governing the AR Facility.

As of SeptemberJune 30, 2017,2021, there were $73.0 million of0 outstanding borrowings under the AR Facility at aFacility. As of June 30, 2021, there was 0 borrowing rate of approximately 2.2%, which were primarily used to repay previously outstanding amountscapacity remaining under the Revolving CreditAR Facility based on approximately $245.5 million of accounts receivable used as collateral for the AR Facility and a related voluntary temporary suspension of the AR Facility, in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and ninesix months ended SeptemberJune 30, 2017.2021 and 2020.

Senior Unsecured Notes

AsOn January 19, 2021, 2 of September 30, 2017, a discount of $0.5 million on $150.0our 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 discount2029 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 throughpayable 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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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Debt Covenants

The Credit AgreementOur 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, and the indentures governing
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Notes to Consolidated Financial Statements
(Unaudited)
our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limitrestrict the Company’s and ourits 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’sLLC’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 June 30, 2021, our Consolidated Total Leverage Ratio was 9.8 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) 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 4.04.5 to 1.0. As of SeptemberJune 30, 2017,2021, our Consolidated Net Secured Leverage Ratio was 1.41.3 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 SeptemberJune 30, 2017,2021, we are in compliance with our debt covenants.

Letter ofOn 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 ofAgreement. 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 under2021 (i) the letter of credit facilities were immaterial inCompany’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the threequarterly periods ended June 30, 2020 and nine months ended September 30, 20172020, 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 SeptemberJune 30, 2017,2021, we had deferred $30.1$33.3 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, the AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on theour Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility 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 $3.0 million as of June 30, 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 June 30, 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 June 30, 2021.

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 SeptemberJune 30, 2017,2021, and $2.2$2.8 billion as of December 31, 2016.2020. The fair value of our debt as of both SeptemberJune 30, 2017,2021, 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 $3.0 million as of June 30, 2021, and $5.6 million as of December 31, 2020.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The aggregate fair value of our interest rate cash flow swap agreements as of both June 30, 2021 and December 31, 2020, is classified as Level 2.

Note 8.10. Equity

As of June 30, 2021, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 145,598,178 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
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.

During the three months ended June 13, 2017, certain subsidiaries30, 2021, we paid cash dividends of OUTFRONT Media Inc. acquired$7.0 million on the equity interestsSeries A Preferred Stock and during the six months ended June 30, 2021, we paid cash dividends of certain subsidiaries$14.0 million on the Series A Preferred Stock. As of All Vision LLC (“All Vision”), which hold substantially allJune 30, 2021, the maximum number of All Vision’s existingshares 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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OUTFRONT Media Inc.
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 agreedis 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.

During the three and six months ended SeptemberJune 30, 2017,2021, 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 SeptemberJune 30, 2017, 450,000,0002021, 1,537,579 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; 138,636,305up 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. NaN shares were issued and outstanding; and 50,000,000 sharessold under the ATM Program during the six months ended June 30, 2021. As of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

June 30, 2021, we had approximately $232.5 million of capacity remaining under the ATM Program.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
On October 25, 2017,August 5, 2021, we announced that our board of directors approved a quarterly cash dividend of $0.36$0.10 per share on our common stock, payable on December 29, 2017,September 30, 2021, to stockholders of record at the close of business on September 3, 2021.
December 8, 2017.

Note 11. Revenues

The following table summarizes revenues by source:
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Billboard:
Static displays$208.3 $149.5 $373.4 $350.6 
Digital displays68.9 31.3 118.2 91.7 
Other10.1 7.7 19.3 17.1 
Billboard revenues287.3 188.5 510.9 459.4 
Transit:
Static displays34.6 22.9 58.5 88.0 
Digital displays11.9 6.6 18.3 34.3 
Other6.2 3.4 10.8 10.8 
Total transit revenues52.7 32.9 87.6 133.1 
Sports marketing and other1.0 11.5 1.7 25.7 
Transit and other revenues53.7 44.4 89.3 158.8 
Total revenues$341.0 $232.9 $600.2 $618.2 

Rental income was $277.6 million in the three months ended June 30, 2021, $182.0 million in the three months ended June 30, 2020, $493.4 million in the six months ended June 30, 2021, and $444.3 million in the six months ended June 30, 2020, and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
United States:
Billboard$271.8 $181.4 $484.3 $437.9 
Transit and other50.0 32.1 82.9 130.3 
Sports marketing and other1.0 11.5 1.7 25.7 
Total United States revenues322.8 225.0 568.9 593.9 
Canada18.2 7.9 31.3 24.3 
Total revenues$341.0 $232.9 $600.2 $618.2 

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.

Note 9.12. Restructuring Charges

In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
U.S. and notified approximately 70 employees of their termination. On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.
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 SeptemberJune 30, 2017, $5.02021, $0.7 million in restructuring reserves remain outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position. For the three and six months ended June 30, 2020, we recorded restructuring charges of $4.7 million, of which $3.0 million was recorded in our U.S. Media segment and $0.7 million was recorded in Other, and $1.0 million was recorded in Corporate. Restructuring charges in the three and six months ended June 30, 2020, were composed of severance charges associated with the workforce reductions, including $0.9 million for stock-based compensation.

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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Notes to Consolidated Financial Statements
(Unaudited)


Including the Transaction, weWe completed several asset acquisitions for a total purchase price of approximately $107.4$42.7 million in the ninesix months ended SeptemberJune 30, 2017,2021, and $64.7$13.6 million in the ninesix months ended SeptemberJune 30, 2016.2020.

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 $82.0this 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 ninesix months ended SeptemberJune 30, 20172021 and 2016.2020.
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Stock-based compensation expenses (RSUs and PRSUs), before income taxes$7.5 $6.1 $13.5 $11.9 
Tax benefit(0.4)(0.3)(0.7)(0.7)
Stock-based compensation expense, net of tax$7.1 $5.8 $12.8 $11.2 
  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 SeptemberJune 30, 2017,2021, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $23.2$45.8 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.1.9 years.


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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

RSUs and PRSUs

The following table summarizes activity for the ninesix months ended SeptemberJune 30, 2017,2021, of RSUs and PRSUs issued to our employees.
ActivityWeighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 20202,208,059 $24.80 
Granted:
RSUs991,529 21.59 
PRSUs567,571 23.34 
Vested:
RSUs(704,717)24.16 
PRSUs(239,202)21.81 
Forfeitures:
RSUs(16,348)24.13 
PRSUs(259,086)30.63 
Non-vested as of June 30, 20212,547,806 23.10 
  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 ninesix months ended SeptemberJune 30, 2017,2021, of stock options issued to our employees.
ActivityWeighted Average Exercise Price
Outstanding as of December 31, 2020103,413 $26.39 
Outstanding as of June 30, 2021103,413 26.39 
Exercisable as of June 30, 2021103,413 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 June 30, 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 $24.03.

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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 EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Components of net periodic pension cost:
Service cost$0.1 $0.3 $0.2 $0.7 
Interest cost0.7 0.6 1.2 1.3 
Expected return on plan assets(1.0)(0.9)(1.8)(2.0)
Amortization of net actuarial losses(a)
0.2 0.2 0.4 0.5 
Net periodic pension cost$0 $0.2 $0 $0.5 

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

20
  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
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OUTFRONT Media Inc.
(a)Reflects amounts reclassified from accumulated other comprehensive income to net income.

Notes to Consolidated Financial Statements
(Unaudited)
In the ninesix months ended SeptemberJune 30, 2017,2021, we contributed $1.6$0.5 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 ninesix months ended SeptemberJune 30, 20172021 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 EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Net loss available for common stockholders$(0.9)$(57.9)$(68.6)$(51.8)
Less: Distributions to holders of Series A Preferred Stock7.0 5.5 14.0 5.5 
Less: Distributions to holders of Class A equity interests of a subsidiary0 0 0 0.4 
Net loss available for common stockholders, basic and diluted$(7.9)$(63.4)$(82.6)$(57.7)
Weighted average shares for basic and diluted EPS145.6 144.4 145.2 144.1 

(a)The potential impact of an aggregate 1.3 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2021, 1.8 million granted RSUs, PRSUs and stock options in the three months ended June 30, 2020, 1.3 million granted RSUs, PRSUs and stock options in the six months ended June 30, 2021, and 1.0 million granted RSUs, PRSUs and stock options in the six months ended June 30, 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 June 30, 2021, 19.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended June 30, 2020, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2021, and 9.9 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the six months ended June 30, 2020, were antidilutive.
(c)The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2021, 0.9 million of Class A equity interests of Outfront Canada in the three months ended June 30, 2020, 0.6 million of Class A equity interests of Outfront Canada in the six months ended June 30, 2021, and 1.0 million of Class A equity interests of Outfront Canada in the six months ended June 30, 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 whichthat 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
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
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.

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. 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.

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. Under the MTA agreement, we will be obligated towhich was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

•Deployments. We must deploy, over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing(i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, subject to modification as agreed-upon by us and the MTA. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in 2018,subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).
•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be entitledobligated to receivereimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the six months ended June 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021.
•Payments. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenuesOur payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that exceed an annual base revenue amount will be retained by uswould have been paid for the costperiod from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than 0, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.
•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-term initial term. We have the option to extend this initial 13-year term for an additional five-year period at the end of the 13-year initial term, subject to satisfying certain quantitative and qualitative conditions.

As of June 30, 2021, 7,821 digital displays had been installed, of which 176 installations occurred in the three months ended June 30, 2021, for a total of 441 in the six months ended June 30, 2021.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

(in millions)Beginning BalanceDeployment Costs IncurredRecoupment/MTA FundingAmortizationEnding Balance
Six months ended June 30, 2021:
Prepaid MTA equipment deployment costs$204.6 $25.0 $— $— $229.6 
Other current assets28.0 6.1 (24.1)— 10.0 
Intangible assets (franchise agreements)58.4 8.0 — (4.9)61.5 
Total$291.0 $39.1 $(24.1)$(4.9)$301.1 
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 
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. 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.

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. TheAs of June 30, 2021, the outstanding letters of credit were approximately $74.3 million and outstanding surety bonds approximated $129.4were approximately $167.6 million, as of September 30, 2017, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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.

Note 16.19. Segment Information

As of April 1, 2016, weWe currently manage our operations through three2 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 dodoes not meet the criteria to be a reportable segment and accordingly, are bothis included in Other.

The following tables set forth our financial performance by segment. Historical financial information by reportable segment has been recast to reflectIn 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 AmericaSports Marketing operating segment through June 30, 2020, are included in Other.
 Three Months Ended Nine Months EndedThree Months EndedSix Months Ended
 September 30, September 30,June 30,June 30,
(in millions) 2017 2016 2017 2016(in millions)2021202020212020
Revenues:        Revenues:
U.S. Media $363.0
 $356.7
 $1,037.2
 $1,025.8
U.S. Media$321.8 $213.5 $567.2 $568.2 
Other 29.4
 26.1
 82.0
 90.7
Other19.2 19.4 33.0 50.0 
Total revenues $392.4
 $382.8
 $1,119.2
 $1,116.5
Total revenues$341.0 $232.9 $600.2 $618.2 


We present Operating income (loss) before Depreciation, Amortization, Net gain on dispositions, Stock-based compensation and 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 with the FASB guidance for segment reporting.segments.

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Notes to Consolidated Financial Statements
(Unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Net loss before allocation to non-controlling interests$(0.7)$(58.0)$(68.3)$(51.7)
Benefit for income taxes(2.4)(1.5)(7.1)(3.2)
Equity in earnings of investee companies, net of tax0.1 0.3 0.5 (0.1)
Interest expense, net32.1 33.3 66.7 63.1 
Loss on extinguishment of debt0 0 6.3 0 
Other income, net0 0 0 (0.2)
Operating income (loss)29.1 (25.9)(1.9)7.9 
Restructuring charges0 4.7 0 4.7 
Net gain on dispositions(2.9)(5.2)(3.2)(5.3)
Depreciation and amortization(a)
36.3 36.6 72.7 72.6 
Stock-based compensation7.5 5.2 13.5 11.0 
Total Adjusted OIBDA(a)
$70.0 $15.4 $81.1 $90.9 
Adjusted OIBDA:
U.S. Media(a)
$80.6 $31.4 $105.2 $111.4 
Other(a)
1.6 (5.7)(0.4)(5.7)
Corporate(12.2)(10.3)(23.7)(14.8)
Total Adjusted OIBDA(a)
$70.0 $15.4 $81.1 $90.9 
  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

  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

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.3 million in the three months ended June 30, 2020, of which $6.0 million was recorded in our U.S. Media segment and $0.3 million was recorded in Other, and $17.6 million in the six months ended June 30, 2020, of which $16.8 million was recorded in our U.S. Media segment and $0.8 million was recorded in Other, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.

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Notes to Consolidated Financial Statements
(Unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Operating income (loss):
U.S. Media$47.3 $(3.9)$38.7 $43.5 
Other1.5 (5.5)(3.4)(8.8)
Corporate(19.7)(16.5)(37.2)(26.8)
Total operating income (loss)$29.1 $(25.9)$(1.9)$7.9 
Net gain on dispositions:
U.S. Media$0.1 $(1.1)$(0.2)$(1.2)
Other(3.0)(4.1)(3.0)(4.1)
Total gain on dispositions$(2.9)$(5.2)$(3.2)$(5.3)
Depreciation and amortization:
U.S. Media(a)
$33.2 $33.4 $66.7 $66.1 
Other(a)
3.1 3.2 6.0 6.5 
Total depreciation and amortization(a)
$36.3 $36.6 $72.7 $72.6 
Capital expenditures:
U.S. Media$15.8 $13.6 $24.7 $30.9 
Other0.3 0.1 0.8 1.0 
Total capital expenditures$16.1 $13.7 $25.5 $31.9 
  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


(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.3 million in the three months ended June 30, 2020, of which $6.0 million was recorded in our U.S. Media segment and $0.3 million was recorded in Other, and $17.6 million in the six months ended June 30, 2020, of which $16.8 million was recorded in our U.S. Media segment and $0.8 million was recorded in Other, from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.
As of
(in millions)June 30,
2021		December 31, 2020
Assets:
U.S. Media$5,035.0 $4,977.2 
Other248.4 249.5 
Corporate488.6 670.2 
Total assets$5,772.0 $5,896.9 

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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


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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



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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

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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





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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

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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 threetwo 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 dodoes not meet the criteria to be a reportable segment and accordingly, are bothis 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 businessSports Marketing operating segment, for a purchase price of approximately $34.6 million in Latin America. (See Note 10. Acquisitionscash, 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 AmericaSports 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.” 

UsingIn 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 withenables 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 Mediatechnology 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 allowsand 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%14% of its revenues in the New York City metropolitan area in the three months ended SeptemberJune 30, 2017, 25%2021, 11% in the three months ended SeptemberJune 30, 2016, 23%2020, 13% in the ninesix months ended SeptemberJune 30, 2017,2021 and 25%18% in the ninesix months ended SeptemberJune 30, 2016,2020, and generated 16% in the Los Angeles metropolitan area in each of the three and nine months ended SeptemberJune 30, 20172021, 15% in the three months ended June 30, 2020, 16% in the six months ended June 30, 2021, and 2016.15% in the six months ended June 30, 2020. In the three months ended SeptemberJune 30, 2017,2021, our U.S. Media segment generated $363.0$321.8 million of Revenues and $129.2$80.6 million of Operating incomebefore Depreciation, Amortization, Net gain on dispositions,Stock-based compensation and Restructuring chargesand Loss on real estate assets held for sale (“Adjusted OIBDA”). In the three months ended SeptemberJune 30, 2016,2020, our U.S. Media segment generated $356.7$213.5 million of Revenues and $129.3$31.4 million of Adjusted OIBDA. In the ninesix months ended SeptemberJune 30, 2017,2021, our U.S. Media segment generated $1,037.2$567.2 million of Revenues and $349.9$105.2 million of Adjusted OIBDA. In the ninesix months ended SeptemberJune 30, 2016,2020, our U.S. Media segment generated $1,025.8$568.2 million of Revenues and $347.9$111.4 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 SeptemberJune 30, 2017,2021, Other generated $29.4$19.2 million of Revenues and $1.9 millionAdjusted OIBDA of Adjusted OIBDA.$1.6 million. In the three months ended SeptemberJune 30, 2016, 2020, Other generated $26.1$19.4 million of Revenues and $2.2 millionan Adjusted OIBDA loss of Adjusted OIBDA.$5.7 million. In the ninesix months ended SeptemberJune 30, 2017,2021, Other generated $82.0$33.0 million of Revenues and $4.8 millionan Adjusted OIBDA loss of Adjusted OIBDA.$0.4 million. In the ninesix months ended SeptemberJune 30, 2016,2020, Other generated $90.7$50.0 million of Revenues and $12.8 millionan Adjusted OIBDA loss of Adjusted OIBDA.$5.7 million.

COVID-19 Impact

The ongoing 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 most of our markets and most 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 ongoing COVID-19 pandemic. In 2021, the ongoing COVID-19 pandemic may, 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) delay 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. 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 and six months ended June 30, 2021, are not indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Throughout the ongoing COVID-19 pandemic, we have prioritized the health and safety of our employees and customers by (i) utilizing 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, (iii) restricting non-essential business travel, and (iv) communicating frequently with our employees and customers to address any concerns and updates to our policies. 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
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the 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 for a period of time, subject to the minimum annual REIT distribution requirement (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders); and 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 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.

We rely on third parties to manufacture and transport our digital displays. As a result of the current market-wide supply shortages and logistics disruptions as the economy recovers from the COVID-19 pandemic, we have experienced delays and price increases in the second quarter of 2021 with respect to certain of our digital displays, which may continue throughout 2021 and could have an adverse effect on our business, financial condition and results of operation.

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 structuresand 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 traffickedprime 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 threefour 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 haveThe 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
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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 1638 new digital billboard displays in the United StatesU.S. and 6 outside of the United Statestwo in Canada during the threesix months ended SeptemberJune 30, 2017. Excluding2021. Additionally, in the six months ended June 30, 2021, we entered into marketing arrangements to sell advertising on 24 third-party digital billboard displays under our multimedia rights agreements with colleges, universitiesin the U.S. and one in Canada. In the six months ended June 30, 2021, we have built, converted or replaced 418 digital transit and other educational institutions,displays in the U.S. and 5 digital transit and other displays in Canada. The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)
for the Six Months Ended
June 30, 2021(a)
Number of Digital Displays as of
June 30, 2021(a)
LocationDigital BillboardDigital Transit and OtherTotal Digital RevenuesDigital Billboard DisplaysDigital Transit and Other DisplaysTotal Digital Displays
United States$108.1 $18.1 $126.2 1,302 9,338 10,640 
Canada10.1 0.2 10.3 225 110 335 
Total$118.2 $18.3 $136.5 1,527 9,448 10,975 


(a)Digital display amounts include 3,344 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 onadjust 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 SeptemberJune 30, 2017 and 2016,2021, our largest categories of advertisers were television,professional services, retail and healthcare/pharmaceuticals, each of which represented approximately 10%12%, 7%9% and 7%8% of our total U.S. Media segment revenues, respectively. During each of the ninethree months ended SeptemberJune 30, 2017 and 2016,2020, our largest categories of advertisers were television,professional services, healthcare/pharmaceuticals and retail, and healthcare/pharmaceuticals, each of which represented approximately 8%11%, 10% and 8% of our total U.S. Media segment revenues, respectively. During the six months ended June 30, 2021, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and 7%retail, each of which represented approximately 13%, 9% and 9% of our total U.S. Media segment revenues, respectively. During the six months ended June 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 10%, 9% and 9% of our total U.S. Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. In each of the three months ended SeptemberJune 30, 2017,2021 and 2020, we generated approximately 45%40% of our U.S. Media segment revenues from national advertising campaigns. In the six months ended June 30, 2021, we generated approximately 39% 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%42% in the same prior-year period.

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

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 EndedSix Months Ended
 Three Months Ended September 30, Nine Months Ended September 30,June 30,%June 30,%
(in millions, except percentages) 2017 2016 % Change 2017 2016 % Change(in millions, except percentages)20212020Change20212020Change
Revenues $392.4
 $382.8
 3 % $1,119.2
 $1,116.5
 — %Revenues$341.0 $232.9 46 %$600.2 $618.2 (3)%
Organic revenues(a)(b)
 389.1
 383.5
 1
 1,107.0
 1,098.3
 1
Organic revenues(a)(b)
341.0 222.5 53 600.2 594.6 1 
Operating income 80.3
 63.5
 26
 171.3
 146.7
 17
Operating income (loss)Operating income (loss)29.1 (25.9)*(1.9)7.9 *
Adjusted OIBDA(b)(c)
 120.8
 120.7
 —
 323.0
 331.8
 (3)70.0 15.4 *81.1 90.9 (11)
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
21 %7 %14 %15 %
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.
39.7 (27.9)*9.3 16.8 (45)
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.
39.6 (21.3)*15.1 18.7 (19)
Net loss attributable to OUTFRONT Media Inc.Net loss attributable to OUTFRONT Media Inc.(0.9)(57.9)(98)(68.6)(51.8)32 

(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 $6.3 million in the three months ended June 30, 2020, and $17.6 million in the six months ended June 30, 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
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amortization, a gain on disposition of non-real-estate assets, 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 asand the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for

planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO 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 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)
Income tax effect related to Restructuring charges.

Three Months EndedSix Months Ended
June 30,June 30,
(in millions, except per share amounts)2021202020212020
Total revenues$341.0 $232.9 $600.2 $618.2 
Operating income (loss)$29.1 $(25.9)$(1.9)$7.9 
Restructuring charges(a)
— 4.7 — 4.7 
Net gain on dispositions(2.9)(5.2)(3.2)(5.3)
Depreciation20.0 21.2 40.0 42.2 
Amortization(b)
16.3 15.4 32.7 30.4 
Stock-based compensation7.5 5.2 13.5 11.0 
Adjusted OIBDA(b)
$70.0 $15.4 $81.1 $90.9 
Adjusted OIBDA(b) margin
21 %7 %14 %15 %
Net loss attributable to OUTFRONT Media Inc.$(0.9)$(57.9)$(68.6)$(51.8)
Depreciation of billboard advertising structures14.1 15.4 28.2 30.9 
Amortization of real estate-related intangible assets12.6 12.2 25.0 24.2 
Amortization of direct lease acquisition costs13.9 6.3 25.1 17.6 
Net (gain) loss on disposition of real estate assets0.1 (5.2)(0.2)(5.3)
Adjustment related to non-controlling interests(0.1)(0.1)(0.2)(0.2)
Income tax effect of adjustments(c)
— 1.4 — 1.4 
FFO attributable to OUTFRONT Media Inc.39.7 (27.9)9.3 16.8 
Non-cash portion of income taxes(4.1)(2.8)(9.3)(5.3)
Cash paid for direct lease acquisition costs(10.8)(8.7)(22.9)(23.6)
Maintenance capital expenditures(4.8)(6.3)(8.4)(11.1)
Restructuring charges - severance(a)
— 3.8 — 3.8 
Other depreciation5.9 5.8 11.8 11.3 
Other amortization3.7 3.2 7.7 6.2 
Gain on disposition of non-real estate assets(d)
(3.0)— (3.0)— 
Stock-based compensation(a)
7.5 6.1 13.5 11.9 
Non-cash effect of straight-line rent2.2 3.6 4.2 4.9 
Accretion expense0.6 0.7 1.3 1.3 
Amortization of deferred financing costs1.9 1.7 3.8 3.0 
Loss on extinguishment of debt— — 6.3 — 
Adjustment related to non-controlling interests— (0.1)— (0.1)
Income tax effect of adjustments(e)
0.8 (0.4)0.8 (0.4)
AFFO attributable to OUTFRONT Media Inc.$39.6 $(21.3)$15.1 $18.7 
FFO
(a)In the three and six months ended June 30, 2020, Restructuring charges relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.
(b)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.3 million in the three months ended SeptemberJune 30, 2017,2020, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses, resulting in a corresponding decrease in Adjusted OIBDA.
(c)Income tax effect related to Net gain on disposition of $78.2real estate assets.
(d)Gain related to the Sports Disposition.
(e)Income tax effect related to a Gain on disposition of non-real estate assets in 2021 and related to Restructuring charges - severance in 2020.
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FFO was $39.7 million in the three months ended June 30, 2021, compared to a FFO deficit of $27.9 million in the same prior-year period. AFFO was $39.6 million in the three months ended June 30, 2021, compared to an AFFO deficit of $21.3 million in the same prior-year period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. FFO in the six months ended June 30, 2021, decreased 5%$7.5 million, or 45%, compared to the same prior-year period. AFFOin the six months ended June 30, 2021, decreased $3.6 million, or 19%, compared to the same prior-year period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to lower depreciation and amortization, partially offset by higher net income. AFFOlow transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the three months ended September 30, 2017, was $78.2 million, a decreasefirst quarter of 7% compared 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. FFO in the nine months ended September 30, 2017, 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, partially offset by higher operating income. AFFOin the nine months ended September 30, 2017, was $194.8 million, a decrease of 10% compared 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.2020.

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 netto the Consolidated Financial Statements.)
Three Months EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20212020Change20212020Change
Revenues:
Billboard$287.3 $188.5 52 %$510.9 $459.4 11 %
Transit and other53.7 44.4 21 89.3 158.8 (44)
Total revenues$341.0 $232.9 46 $600.2 $618.2 (3)
Organic revenues(a):
Billboard$287.3 $189.5 52 $510.9 $461.2 11 
Transit and other53.7 33.0 63 89.3 133.4 (33)
Total organic revenues(a)
341.0 222.5 53 600.2 594.6 1 
Non-organic revenues:
Billboard— (1.0)*— (1.8)*
Transit and other— 11.4 *— 25.4 *
Total non-organic revenues— 10.4 *— 23.6 *
Total revenues$341.0 $232.9 46 $600.2 $618.2 (3)

*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 $9.6by $108.1 million, or 46%, and organic revenues increased $118.5 million, or 53%, in the three months ended June 30, 2021, compared to the same prior-year period. Total revenues decreased by $18.0 million, or 3%, and organic revenues increased $5.6 million, or 1%, in the threesix months ended SeptemberJune 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, 2017,2021, compared to the same prior-year period.

Non-organicIn the three and six months ended June 30, 2020, non-organic revenues primarily reflects acquisitionsexclude the impact of the Sports Disposition and dispositions.

reflect the impact of foreign currency exchange rates.

Total billboard revenues increased $1.9$98.8 million, or 52%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period and increased $51.5 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period. The increases were principally driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Organic billboard revenues increased $97.8 million, or 52%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $49.7 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year
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period, principally driven by an increase in average revenue per display (yield) as we have started to experience a recovery customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

Total transit and other revenues increased $9.3 million, or 21%, in the three months ended June 30, 2021, 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 decreasean increase in average revenue per display (yield), as we have started to experience increases in customer advertising expenditures and overall demand for our services from the net effect of new and lost billboardsCOVID-19 pandemic lows in the period and2020, partially offset by the impact of hurricanes in the FloridaSports Disposition. Total transit 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 billboardother revenues decreased $11.9$69.5 million, or 1%44%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, principally driven by a decrease in average revenue per display (yield), the impact of the Disposition, the net effect of new and lost billboards in the period, and the impact of the impact of hurricanes in the Florida and Texas markets, partially offset by higher proceeds from condemnations, the conversion of traditional static billboard displays to digital billboard displays and the impact of the Transaction. The decrease in average revenue per display (yield) isdue primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. In constant dollars, billboard revenues decreased $12.2 million in the nine months ended September 30, 2017, compared to the same prior-year period.

The decrease in organic billboard revenues in the three months ended September 30, 2017, compared to the same prior-year period, is primarily due to a decreasedecline in average revenue per display (yield), as discussed above, the net effect of newwe have experienced slower increases in customer advertising expenditures and lost billboardsoverall demand for our services, particularly in the period andfirst quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020, as well as the impact of hurricanesthe Sports Disposition.

Organic transit and other revenues increased $20.7 million, or 63%, 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 SeptemberJune 30, 2017,2021, compared to the same prior-year period, is due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Organic transit and other revenues decreased $44.1 million, or 33%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to a decreasedecline in average revenue per display (yield), as discussed above, the net effect of newwe have experienced slower increases in customer advertising expenditures and lost billboardsoverall demand for our services, particularly in the period, the impactfirst quarter 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) is2021, primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. Totallow transit and other revenues increased $14.6 million, or 5%,ridership numbers compared to pre-COVID-19 numbers in the nine months ended September 30, 2017, compared to the same prior-year period, driven by the net effectfirst quarter 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 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.2020.

The increase in organic transit and other revenues in the three 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. 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.


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 EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20212020Change20212020Change
Expenses:
Operating$189.6 $154.0 23 %$367.2 $378.8 (3)%
Selling, general and administrative(a)
88.9 68.7 29 165.4 159.5 4 
Restructuring charges— 4.7 *— 4.7 *
Net gain on dispositions(2.9)(5.2)(44)(3.2)(5.3)(40)
Depreciation20.0 21.2 (6)40.0 42.2 (5)
Amortization(a)
16.3 15.4 6 32.7 30.4 8 
Total expenses$311.9 $258.8 21 $602.1 $610.3 (1)
Billboard property
*Calculation is not meaningful.
(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease expenses represented 34%acquisition costs of billboard revenues in the three months ended September 30, 2017 and 33% 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. Transit franchise expenses represented 62% of transit revenues in the three months ended September 30, 2017 and 60% in the same prior-year period. The increase in transit franchise expenses in the three months ended September 30, 2017, compared to the same prior-year period, was primarily due to the increase in transit revenues, primarily from new contracts. Billboard property lease and transit franchise expenses increased by $8.9$6.3 million in the three months ended SeptemberJune 30, 2017, compared2020, and $17.6 million in the six months ended June 30, 2020, from Amortization to the same prior-year period. Selling, general and administrative expenses.

Operating Expenses
Three Months EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20212020Change20212020Change
Operating expenses:
Billboard property lease$100.7 $94.1 7 %$194.8 $196.9 (1)%
Transit franchise42.5 18.5 130 82.1 76.3 8 
Posting, maintenance and other46.4 41.4 12 90.3 105.6 (14)
Total operating expenses$189.6 $154.0 23 $367.2 $378.8 (3)

Billboard property lease expenses represented 35% of billboard revenues in the ninethree months ended SeptemberJune 30, 2017 and 34%2021, 50% in the same prior-year period. The increase in billboard property lease coststhree months ended June 30, 2020, 38% in the ninesix months ended SeptemberJune 30, 2017, was primarily due to an increase2021, and 43% 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). six months ended June 30, 2020.

Transit franchise expenses represented 63%91% of transit display revenues in the ninethree months ended SeptemberJune 30, 20172021, 63% in the three months ended June 30, 2020, 107% in the six months ended June 30, 2021 and 62% in the same prior-year period.six months ended June 30,
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2020. The increaseincreases in transit franchise expenses in the nine months ended September 30, 2017, comparedexpense as a percentage of revenues are 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, partially offset by the impact of the Disposition (a decrease of $0.8 million)New York Metropolitan Transportation Authority (the “MTA”).

Billboard property lease and transit franchise expenses increased by $12.6$30.6 million in the ninethree months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period.period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues. Billboard property lease and transit franchise expenses increased $3.7 million in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020.

Posting, maintenance and other expenses increased $2.2$5.0 million, or 4%12%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior year period, primarily due to increased transit revenues in 2021 as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020, partially offset by the impact of the Sports Disposition. Posting, maintenance and other expenses decreased $15.3 million, or 14%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily due to the impact of hurricanes in the Florida and Texas markets and higher expenses related to 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 segment and the impact of hurricanes in the Florida and Texas markets,Disposition, partially offset by the impact of the Disposition (a decrease of $5.0 million).an increase in posting and rotation costs, as well as higher maintenance costs.


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

SG&A expenses represented 16%26% of Revenues in the three months ended SeptemberJune 30, 2017 and 17%2021, 29% in the three months ended SeptemberJune 30, 2016.2020, 28% in the six months ended June 30, 2021 and 26% in the same prior-year period. SG&A expenses decreased $0.9increased $20.2 million, or 1%29%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period primarily due to lower professional fees. SG&A expenses represented 17% of Revenuesand increased $5.9 million, or 4%, in the ninesix months ended SeptemberJune 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, 2017,2021, compared to the same prior-year period,period. The increases were primarily due todriven by higher compensation-related expenses and higher professional fees, partially offset by a lower professional feesprovision for doubtful allowances and the impact of the Disposition (a decreaseSports Disposition. Consistent with the current year’s presentation, we have reclassified amortization of $3.1 million), partially offset by higher compensation-related costs.direct lease acquisition costs of $6.3 million in the three months ended June 30, 2020, and $17.6 million in the six months ended June 30, 2020, from Amortization to Selling, general and administrative expenses.

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, anddecreased $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 million, or 16%44%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period due primarilyand decreased $2.1 million, or 40%, for the six months ended June 30, 2021, compared to the increase in fully-depreciated advertising billboards, partially offset by higher depreciation associated with the increased number of digital billboards. same prior-year period.

Depreciation

Depreciation decreased $16.0$1.2 million, or 19%6%, in the ninethree months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period due primarilyand decreased $2.2 million, or 5%, in the six months ended June 30, 2021, compared 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.same prior-year period.

Amortization

Amortization decreased $2.8increased $0.9 million, or 10%6%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period and increased $2.3 million, or 8%, in the six months ended June 30, 2021, compared to the same prior-year period. The increases were principally driven by lowerhigher amortization of intangible assets. DirectConsistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs were $10.6of $6.3 million in the three months ended SeptemberJune 30, 2017, compared to $9.02020, and $17.6 million in the same prior-year period. Capitalized direct lease acquisition costs were $10.2 million in the threesix months ended SeptemberJune 30, 2017, and $9.0 million in the same prior-year period.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$32.1 million (including $1.4$1.9 million of deferred financing costs) in the three months ended SeptemberJune 30, 2017,2021, and $28.3$33.3 million (including $1.6$1.7 million of deferred financing costs) in the same prior-year period. The decrease in Interest expense, net, was primarily due to lower interest rates. Interest expense, net, was $85.9$66.7 million (including $4.6$3.8 million of deferred financing costs) in the ninesix months ended SeptemberJune 30, 2017,2021, and $85.6$63.1 million (including $4.8$3.0 million of deferred financing costs) in the same prior-year period. (SeeThe increase in Interest expense, net, was primarily due to a higher outstanding average debt balance, partially offset by lower interest rates.

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Loss on Extinguishment of Debt

In the “Liquidity and Capital Resources” sectionsix months ended June 30, 2021, we recorded a loss on extinguishment of this MD&A.)debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due 2024.


Benefit (Provision) for Income Taxes

The provisionBenefit for income taxes was $2.0 increased $0.9 million, or 60%, in the three months ended SeptemberJune 30, 2017,2021, and increased $3.9 million, or 122%, in the six months ended June 30, 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 millionperiods, due primarily to a higher taxable REIT subsidiary loss in the ninethree and six months ended SeptemberJune 30, 2017,2021, compared to a provision for income taxes of $0.6 million in the same prior-year period.periods.


Net IncomeLoss

Net incomeloss before allocation to non-controlling interests was $50.7decreased $57.3 million, or 99%, in the three months ended SeptemberJune 30, 2017, an increase of $12.6 million2021, compared to the same prior-year period.period, as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020 and lower interest expense. Net incomeloss before allocation to non-controlling interests was $90.3increased $16.6 million, or 32%, in the ninesix months ended SeptemberJune 30, 2017, an increase of $26.0 million2021, compared to the same prior-year period.period, as we have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020, 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, weWe currently manage our operations through threetwo 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 dodoes not meet the criteria to be a reportable segment and accordingly, are bothis included in Other. Our segment reporting therefore includes U.S. Media and Other.

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The following table presents our Revenues, Adjusted OIBDA and Operating income (loss)by segment in the three and ninesix months ended SeptemberJune 30, 20172021 and 2016. Historical financial information by reportable segment has been recast to reflect2020. 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 AmericaSports Marketing operating segment through June 30, 2020, are included in Other.
Three Months EndedSix Months Ended
June 30,June 30,
(in millions)2021202020212020
Revenues:
U.S. Media$321.8 $213.5 $567.2 $568.2 
Other19.2 19.4 33.0 50.0 
Total revenues$341.0 $232.9 $600.2 $618.2 
Operating income (loss)$29.1 $(25.9)$(1.9)$7.9 
Restructuring charges— 4.7 — 4.7 
Net gain on dispositions(2.9)(5.2)(3.2)(5.3)
Depreciation20.0 21.2 40.0 42.2 
Amortization(a)
16.3 15.4 32.7 30.4 
Stock-based compensation(b)
7.5 5.2 13.5 11.0 
Total Adjusted OIBDA(a)
$70.0 $15.4 $81.1 $90.9 
Adjusted OIBDA:
U.S. Media(a)
$80.6 $31.4 $105.2 $111.4 
Other(a)
1.6 (5.7)(0.4)(5.7)
Corporate(12.2)(10.3)(23.7)(14.8)
Total Adjusted OIBDA(a)
$70.0 $15.4 $81.1 $90.9 
Operating income (loss):
U.S. Media$47.3 $(3.9)$38.7 $43.5 
Other1.5 (5.5)(3.4)(8.8)
Corporate(19.7)(16.5)(37.2)(26.8)
Total operating income (loss)$29.1 $(25.9)$(1.9)$7.9 

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $6.3 million in the three months ended June 30, 2020, of which $6.0 million was recorded in our U.S. Media segment and $0.3 million was recorded in Other, and $17.6 million in the six months ended June 30, 2020, of which $16.8 million was recorded in our U.S. Media segment and $0.8 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 EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20212020Change20212020Change
Revenues:
Billboard$271.8 $181.4 50 %$484.3 $437.9 11 %
Transit and other50.0 32.1 56 82.9 130.3 (36)
Total revenues321.8 213.5 51 567.2 568.2 — 
Operating expenses(176.8)(135.0)31 (342.9)(337.7)2 
SG&A expenses(a)
(64.4)(47.1)37 (119.1)(119.1)— 
Adjusted OIBDA(a)
$80.6 $31.4 157 $105.2 $111.4 (6)
Adjusted OIBDA(a) margin
25 %15 %19 %20 %
Operating income (loss)$47.3 $(3.9)*$38.7 $43.5 (11)
Restructuring charges— 3.0 *— 3.0 *
Net (gain) loss on dispositions0.1 (1.1)*(0.2)(1.2)(83)
Depreciation and amortization(a)
33.2 33.4 (1)66.7 66.1 1 
Adjusted OIBDA(a)
$80.6 $31.4 157 $105.2 $111.4 (6)
  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 $6.0 million in the three months ended June 30, 2020, and $16.8 million in the six months ended June 30, 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$108.3 million, or 2%, and U.S. Media segment organic revenues increased $6.3 million, or 2%51%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period.period, due primarily to an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Total U.S. Media segment revenues increased $11.4decreased $1.0 million or 1%, and U.S. Media segment organic revenues increased $10.3 million, or 1%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period. Non-organic revenuesperiod, due primarily reflect an acquisition.

Total U.S. Media segmentto a decline in transit 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 offsetdriven by a decreasedecline in average revenue per display (yield) we have experienced slower increases in billboardscustomer advertising expenditures and transit, the net effect of new and lost billboardsoverall demand for our services, particularly in the period, and the impactfirst quarter of hurricanes2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the Florida and Texas markets.first quarter of 2020, partially offset by an increase in billboard average revenue per display (yield) as discussed above. In each of the three months ended SeptemberJune 30, 2017,2021 and 2020, we generated approximately 45%40% of our U.S. Media segment revenues from national advertising. In the six months ended June 30, 2021, we generated approximately 39% of our U.S. Media segment revenues from national advertising campaigns compared to approximately 47%and 42% 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 $1.5increased $90.4 million, or 50%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period primarily reflecting a decreaseand $46.4 million, or 11%, in the six months ended June 30, 2021, compared to the same prior-year period. The increases were driven by an increase in average revenue per display (yield), as we have started to experience increases in customer advertising expenditures and overall demand for our services from the net effect of new and lost billboardsCOVID-19 pandemic lows 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, compared to the same prior-year period, 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 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.2020.

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$17.9 million, or 8%56%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offsetdriven by a decreasean increase in average revenue per display (yield). The decrease as we have started to experience increases in average revenue per display (yield) is primarily due to a reductioncustomer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in national advertising revenues, partially offset by local advertising revenues.2020. Transit and other revenues in the U.S. Media segment increased $15.6decreased $47.4 million, or 6%36%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offsetdriven by a decreasedecline in average revenue per display (yield). The decrease as we have experienced slower increases in average revenue per display (yield) iscustomer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.

Organiclow transit and other revenuesridership numbers compared to pre-COVID-19 transit ridership numbers 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 effectfirst quarter of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield), as discussed above.2020.

U.S. Media segment operating expenses increased $8.7$41.8 million, or 5%31%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, primarily duedriven by higher guaranteed minimum annual payments to increasedthe MTA and higher billboard and transit franchise expenses resulting from an increase in transit revenues, primarily from new contracts, and increased billboard property lease costs.revenues. U.S. Media segment SG&A expenses decreased $2.3increased $17.3 million, or 5%37%, in the three months ended SeptemberJune 30, 2017,
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2021, compared to the same prior-year period, primarily due todriven by higher compensation-related costs, partially offset by a lower professional fees.provision for doubtful allowances. U.S. Media segment operating expenses increased $15.4$5.2 million, or 3%2%, in the

nine six months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, primarily duedriven by higher guaranteed minimum annual payments to increasedthe MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise expenses resulting from an increasepartners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in transit revenues, primarily from new contracts, and increased billboard property lease costs, including a $1.5 million one-time true up.the second quarter of 2020. U.S. Media segment SG&A expenses decreased $6.0 million, or 4%, in the ninesix months ended SeptemberJune 30, 2017, compared2021, were comparable to the same prior-year period, primarily due todriven by higher compensation-related costs, partially offset by a lower professional fees.provision for doubtful allowances.

U.S. Media segment Adjusted OIBDA decreased by $0.1increased $49.2 million, or 157%, in the three months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period and decreased $6.2 million, or 6%, in the six months ended June 30, 2021, compared to the same prior-year period. Adjusted OIBDA margin was 36%25.0% in each of the three months ended SeptemberJune 30, 2017 and 2016. U.S. Media segment Adjusted OIBDA increased $2.0 million, or 1%,2021, 15% in the ninethree months ended SeptemberJune 30, 2017, compared to2020, 19% in the six months ended June 30, 2021, and 20% in the same prior-year period. Adjusted OIBDA margin was 34%
Other
Three Months EndedSix Months Ended
June 30,%June 30,%
(in millions, except percentages)20212020Change20212020Change
Revenues:
Billboard$15.5 $7.1 118 %$26.6 $21.5 24 %
Transit and other3.7 12.3 (70)6.4 28.5 (78)
Total revenues$19.2 $19.4 (1)$33.0 $50.0 (34)
Organic revenues(a):
Billboard$15.5 $8.1 91 $26.6 $23.3 14 
Transit and other3.7 0.9 *6.4 3.1 106 
Total organic revenues(a)
19.2 9.0 113 33.0 26.4 25 
Non-organic revenues:
Billboard— (1.0)*— (1.8)*
Transit and other— 11.4 *— 25.4 *
Total non-organic revenues— 10.4 *— 23.6 *
Total revenues19.2 19.4 (1)33.0 50.0 (34)
Operating expenses(12.8)(19.0)(33)(24.3)(41.1)(41)
SG&A expenses(b)
(4.8)(6.1)(21)(9.1)(14.6)(38)
Adjusted OIBDA(b)
$1.6 $(5.7)*$(0.4)$(5.7)*
Adjusted OIBDA(b) margin
8 %(29)%(1)%(11)%
Operating income (loss)$1.5 $(5.5)*$(3.4)$(8.8)(61)
Restructuring charges— 0.7 *— 0.7 *
Net gain on dispositions(3.0)(4.1)*(3.0)(4.1)*
Depreciation and amortization(b)
3.1 3.2 (3)6.0 6.5 (8)
Adjusted OIBDA(b)
$1.6 $(5.7)*$(0.4)$(5.7)(93)

*    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 $0.3 million in each of the ninethree months ended SeptemberJune 30, 20172020, and 2016.$0.8 million in the six months ended June 30, 2020, in Other from Amortization to SG&A expenses, resulting in a corresponding decrease in Adjusted OIBDA.
Other
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(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)    
In the third quarter of 2020, we completed the Sports Disposition. The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements.

*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 million, or 13%, in the three months ended September 30, 2017, compared to the same prior-year period, reflecting the impact of the Transaction. In constant dollars, total Other revenues increased 10% 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, compared to the same prior-year period, reflecting the impact of the Disposition (a decrease of $11.4 million), partially offset by the impact of the Transaction and an increase in our Sports Marketing operating segment. In constant dollars, total Other revenues decreased 10% 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 $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 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. Other SG&A expenses decreased $0.2 million, or 1%, in the ninethree months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period and decreased $17.0 million, or 34%, in the six months ended June 30, 2021, compared to the same prior-year period. The decreases reflect the Sports Disposition, partially offset by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

In the three and six months ended June 30, 2020, non-organic revenues exclude the impact of the Sports Disposition and reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $10.2 million, or 113%, in the three months ended June 30, 2021, compared to the same prior-year period and increased $6.6 million, or 25%, in the six months ended June 30, 2021, compared to the same prior-year period. The increases were driven by an increase in average revenue per display (yield) as we have started to experience increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.
Other operating expenses decreased $6.2 million, or 33%, in the three months ended June 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, (a decrease of $3.1 million) and foreign currency exchange rates, partially offset by higher expenses related to our Sports Marketingin Canada. Other operating segment.

Other Adjusted OIBDAexpenses decreased $0.3$16.8 million, or 14%41%, in the threesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, primarily driven by our Sports Marketing operating segment, partially offset by the impact of the Transaction.Sports Disposition. Other Adjusted OIBDASG&A expenses decreased $8.0$1.3 million, 63%or 21%, in the ninethree months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period and decreased $5.5 million, or 38%, in the six months ended June 30, 2021, compared to the same prior-year period, primarily driven by our Sports Marketing operating segment and lower performance in Canada, partially offset by the impact of the Disposition.Sports Disposition, partially offset by higher expenses in Canada.

Other Adjusted OIBDA was $1.6 million in the three months ended June 30, 2021, compared to an Adjusted OIBDA loss of $5.7 million in the same prior-year period due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services. Other Adjusted OIBDA losses decreased $5.3 million, or 93%, in the six months ended June 30, 2021, compared to the same prior-year period, due primarily to an decrease in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were $10.3$12.2 million, in the three months ended SeptemberJune 30, 2017,2021, compared to $10.8 million in the same prior-year period, primarily due to lower professional fees, partially offset by increased compensation-related expenses. Corporate expenses, excluding stock-based compensation, were $31.7 million in the nine months ended September 30, 2017, compared to $28.9$10.3 million in the same prior-year period, primarily due to higher professional fees incurred in connection withcompensation-related expenses, partially offset by the Transactionimpact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees. Corporate expenses, excluding stock-based compensation, were $23.7 million in the second quarter of 2017 and costs incurred in connection with the Amendment (as definedsix months ended June 30, 2021, compared to $14.8 million in the “Liquiditysame prior-year period, primarily due to higher compensation-related expenses and Capital Resources” sectionthe impact of this MD&A) inmarket fluctuations on an equity-linked retirement plan offered by the first quarterCompany to certain employees.

40
Table of 2017, and increased compensation-related expenses.Contents

Liquidity and Capital Resources
As of
(in millions, except percentages)June 30,
2021		December 31, 2020% Change
Assets:
Cash and cash equivalents$529.0 $710.4 (26)%
Restricted cash1.6 1.6 — 
Receivables, less allowance ($19.8 in 2021 and $26.3 in 2020)206.4 209.2 (1)
Prepaid lease and transit franchise costs11.7 5.4 117 
Other prepaid expenses15.7 14.4 9 
Other current assets17.8 33.7 (47)
Total current assets782.2 974.7 (20)
Liabilities:
Accounts payable51.6 64.9 (20)
Accrued compensation44.9 35.0 28 
Accrued interest30.4 24.5 24 
Accrued lease and transit franchise costs48.8 65.8 (26)
Other accrued expenses38.7 38.0 2 
Deferred revenues43.7 29.5 48 
Short-term debt— 80.0 *
Short-term operating lease liabilities187.7 176.5 6 
Other current liabilities21.8 20.7 5 
Total current liabilities467.6 534.9 (13)
Working capital$314.6 $439.8 (28)
  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 onadjust 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, interestequipment 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 capacityborrowings under the Revolving Credit Facility (as defined below), the AR Facility (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.

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 capacityborrowings under the Revolving Credit Facility the AR Facility or other secured credit facilities that we may establish.establish, to the extent available.

Our declineAlthough 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
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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 Septemberas of June 30, 2017,2021, compared to as of December 31, 2020, is due toprimarily driven by lower cash and other current assets, partially offset by lower short-term borrowings primarily used to finance the Transactiondebt 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.

accounts payable.

Under the MTA agreement, we will be obligated towhich was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

•Deployments. We must deploy, over 50,000 digital displays for advertising and MTA communications across the transit system over a number of years, commencing in 2018,(i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, subject to modification as agreed-upon by us and the MTA. We are also obligated to deploy certain additional digital advertising screens and MTA will be entitled to receivecommunications displays in subway and train stations and rolling stock that the greater of a percentage of revenuesMTA may build or a guaranteed minimum annual payment. Due to the changeacquire in the MTA’s revenue share percentage underfuture (collectively, the new agreement,“New Inventory”). After temporarily suspending deployment beginning in the first quarter of 2021, we expect our transit franchise operating expenses to decline in year onehave resumed deployment.
•Recoupment 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. IncrementalEquipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications screensdisplays throughout the transit system. Our currently estimatedAs 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 beare recorded as Prepaid lease and transit franchiseMTA 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.operations. If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the six months ended June 30, 2021, and it is unlikely we will recoup equipment deployment costs in the remainder of 2021. For the full year of 2021, we expect our MTA equipment deployment costs to be approximately $100.0 million.
•Payments. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.
•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-term initial term. We have the option to extend this initial 13-year term for an additional five-year period at the end of the 13-year initial term, subject to satisfying certain quantitative and qualitative conditions.

We may utilize third partycash 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 lettersduration of credit for the benefitCOVID-19 pandemic, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of June 30, 2021, we have issued surety bonds in favor of the MTA fromtotaling 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 $39.1 million related to MTA equipment deployment costs in the six months ended June 30, 2021 (which includes equipment deployment costs related to future deployments), for a total of $390.2 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of June 30, 2021, $50.5 million is to be funded by the MTA. As of SeptemberJune 30, 2017, we2021, 7,821 digital displays had been installed, of which 176 installations occurred in the three months ended June 30, 2021, for a total indebtedness of $2.2 billion.441 installations in the six months ended June 30, 2021.
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(in millions)Beginning BalanceDeployment Costs IncurredRecoupment/MTA FundingAmortizationEnding Balance
Six months ended June 30, 2021:
Prepaid MTA equipment deployment costs$204.6 $25.0 $— $— $229.6 
Other current assets28.0 6.1 (24.1)— 10.0 
Intangible assets (franchise agreements)58.4 8.0 — (4.9)61.5 
Total$291.0 $39.1 $(24.1)$(4.9)$301.1 
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 

On October 25, 2017,August 5, 2021, we announced that our board of directors approved a quarterly cash dividend of $0.36$0.10 per share on our common stock, payable on December 29, 2017,September 30, 2021, to stockholders of record at the close of business on December 8, 2017.September 3, 2021.


Debt

Debt, net, consists of the following:
As of
(in millions, except percentages)June 30,
2021		December 31,
2020
Short-term debt:
Repurchase Facility$— $80.0 
Total short-term debt— 80.0 
Long-term debt:
Term loan, due 2026598.0 597.8 
Senior unsecured notes:
5.625% senior unsecured notes, due 2024— 501.3 
6.250% senior unsecured notes, due 2025400.0 400.0 
5.000% senior unsecured notes, due 2027650.0 650.0 
4.250% senior unsecured notes, due 2029500.0 — 
4.625% senior unsecured notes, due 2030500.0 500.0 
Total senior unsecured notes2,050.0 2,051.3 
Debt issuance costs(30.1)(28.3)
Total long-term debt, net2,617.9 2,620.8 
Total debt, net$2,617.9 $2,700.8 
Weighted average cost of debt4.3 %4.5 %
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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)Total20212022-20232024-20252026 and thereafter
Long-term debt$2,650.0 $— $— $400.0 $2,250.0 
Interest808.3 114.8 226.6 213.6 253.3 
Total$3,458.3 $114.8 $226.6 $613.6 $2,503.3 
  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

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 Loanterm loan due in 2026 (the “Term Loan”) was 3.5%1.8% per annum as of SeptemberJune 30, 2017.2021. As of SeptemberJune 30, 2017,2021, a discount of $2.3$2.0 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

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 SeptemberJune 30, 2017,2021, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4$0.5 million in each of the three months ended SeptemberJune 30, 2017 and 2016, $1.12021, $0.3 million in the ninethree months ended SeptemberJune 30, 2017, and $1.42020, $0.9 million in the ninesix months ended SeptemberJune 30, 2016.2021, and $0.6 million in the six months ended June 30, 2020. As of SeptemberJune 30, 2017,2021, 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 June 30, 2021, we had issued letters of credit totaling approximately $72.2 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 and six months ended June 30, 2021 and 2020.

Effective July 27, 2021, we increased our standalone letter of credit facilities by $3.0 million. As of August 5, 2021, we had issued letters of credit totaling approximately $73.9 million under our aggregate $81.0 million standalone letters of credit facilities.

Accounts Receivable Securitization FacilityFacilities

OnAs of June 30, 2017,2021, we entered intohave a three-year, $100.0 million AR Facility. revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended. Our 364-day uncommitted structured repurchase facility (the “Repurchase Facility”) expired on June 29, 2021, and we chose not to extend it at this time.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute itstheir 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 willSPVs may transfer an undivided interestinterests in thetheir 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 entityentities with itstheir own separate creditors who will be entitled to access the SPV’sSPVs’ assets before the assets become available to the Company. Accordingly, the SPV’sSPVs’ 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 SPVSPVs 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 is accounted for as a collateralized financing activity, rather than a saleFacility. Neither the Company, the Originators nor the SPVs guarantee the collectability of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assetsthe receivables under the AR Facility. Further, the TRS SPV and the borrowingsQRS SPV are presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect the associated chargesjointly and severally liable 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 repaymentstheir respective obligations under the collateralized loans are reflected as financing cash flows within our Consolidated Statementsagreements governing the AR Facility.
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As of SeptemberJune 30, 2017,2021, there were $73.0 million ofno outstanding borrowings under the AR Facility at aFacility. As of June 30, 2021, there was no borrowing rate of approximately 2.2%, which were primarily used to repay previously outstanding amountscapacity remaining under the Revolving CreditAR Facility based on approximately $245.5 million of accounts receivable used as collateral for the AR Facility and a related voluntary temporary suspension of the AR Facility, in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and ninesix months ended SeptemberJune 30, 2017.2021 and 2020.

Senior Unsecured Notes

AsOn January 19, 2021, two of September 30, 2017, a discount of $0.5 million on $150.0our 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 discount2029 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 throughpayable 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.

Debt Covenants

The Credit AgreementOur 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, 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 limitrestrict the Company’s and ourits 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’sLLC’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 June 30, 2021, our Consolidated Total Leverage Ratio was 9.8 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) 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 4.04.5 to 1.0. As of SeptemberJune 30, 2017,2021, our Consolidated Net Secured Leverage Ratio was 1.41.3 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 SeptemberJune 30, 2017,2021, we are in compliance with our debt covenants.

Letter ofOn 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 ofAgreement. 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 under2021 (i) the letter of credit facilities were immaterial inCompany’s Consolidated Net Secured Leverage Ratio shall be calculated by substituting the Company’s Consolidated EBITDA for each of the threequarterly periods ended June 30, 2020 and nine months ended September 30, 20172020, 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).

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Deferred Financing Costs

As of SeptemberJune 30, 2017,2021, we had deferred $30.1$33.3 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, the AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on theour Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility 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 $3.0 million as of June 30, 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 June 30, 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 June 30, 2021.

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 six months ended June 30, 2021. As of June 30, 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 forthpresents our cash flows in the ninesix months ended SeptemberJune 30, 20172021 and 2016.2020.
Six Months Ended
June 30,%
(in millions, except percentages)20212020Change
Cash provided by operating activities$13.6 $50.7 (73)%
Cash used for investing activities(77.0)(49.3)56 
Cash provided by (used for) financing activities(118.9)588.3 *
Effect of exchange rate changes on cash, cash equivalents and restricted cash0.9 (1.0)*
Net increase (decrease) in cash, cash equivalents and restricted cash$(181.4)$588.7 *
  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 provided by operating activities decreased $18.1$37.1 million, or 73%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, principally as a resultwe have experienced slower increases in customer advertising expenditures and overall demand for our services with respect to our transit business, particularly in the first quarter of lower2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020. In the six months ended June 30, 2021, we paid net income, as adjusted for non-cash items.cash of $7.0 million related to MTA equipment deployment and installed 441 digital displays. In the six months ended June 30, 2020, we paid $28.3 million related to MTA equipment deployment costs.

Cash used for investing activities increased $99.9$27.7 million, or 56%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period. In the nine months ended September 30, 2017, we incurred $58.6 million inperiod, 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 ninesix months ended SeptemberJune 30, 20172021 and 2016.2020.
Six Months Ended
June 30,%
(in millions, except percentages)20212020Change
Growth$17.1 $20.8 (18)%
Maintenance8.4 11.1 (24)
Total capital expenditures$25.5 $31.9 (20)
  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 $13.0decreased $6.4 million, or 29%20%, in the ninesix months ended SeptemberJune 30, 2017,2021, compared to the same prior-year period, driven by an increase in digital billboard display spending.primarily due to lower spending on vehicles, office remodel projects, installation of the most current LED lighting technology, and lower spending due the Sports Disposition.

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 lightingmaintenance 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 franchiseMTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable.

Cash used forby financing activities decreased $122.7was $118.9 million in the ninesix months ended SeptemberJune 30, 2017,2021, compared toCash provided by financing activities of $588.3 million in the same prior-year period. In the ninesix months ended SeptemberJune 30, 2017,2021, we received proceeds from an incremental borrowing on our Term Loanmade a repayment of $8.3$80.0 million drew net borrowings of $73.0 million on our short-term borrowing facilities, incurred additional deferred financing costs of $7.7 millionunder the Repurchase Facility and paid total cash dividends of $151.0 million. In the nine months ended September 30, 2016, we made discretionary payments totaling $60.0$14.3 million on the Term LoanSeries A Preferred Stock and vested restricted share units granted to employees. In the six months ended June 30, 2020, we received net proceeds of $400.0 million related to the issuance of Senior Unsecured Notes due 2025 in a private placement and received net proceeds of $383.9 million related to the issuance of the Series A Preferred Stock to enhance our liquidity position in response to the impact of the COVID-19 pandemic, made net total repayments of $115.0 million on the AR Facility and the Repurchase Facility and paid total cash dividends on the Series A Preferred Stock and on our common stock of $141.7$61.1 million.

Cash paid for income taxes was $6.6$1.4 million for in the ninesix months ended SeptemberJune 30, 2017, compared to $0.82021 and $2.1 million forin the ninesix months ended SeptemberJune 30, 2016, due primarily to higher income from taxable REIT subsidiaries in 2017 and the impact2020.

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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 partnershippartnerships as part of our REIT structure; andstructure.
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 SeptemberJune 30, 2017,2021, 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 SeptemberJune 30, 2017,2021, we have $4.1$2.4 million of unrecognized foreign currency translation lossesgains included within Accumulated other comprehensive incomeloss on our Consolidated Statement of Financial Position.

Substantially all of our transactions at our foreign subsidiariesCanadian 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.

As of SeptemberJune 30, 2017,2021, we had a $670.0$600.0 million variable-rate Term Loan due 20242026 outstanding, which has an interest rate of 3.5%1.8% 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 SeptemberJune 30, 2017, we had $73.0 million of2021, there were no outstanding borrowings under the AR Facility.

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate AR Facility, atdebt to a borrowingfixed rate of approximately 2.2%. An increase or decrease of 1/4% inand 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 $3.0 million as of June 30, 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 mitigateConsolidated Statement of Financial Position. The following table provides information about our interest rate risk, although we may do soswap 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)202120222023202420252026ThereafterTotalFair Value Loss as of 6/30/21
Pay fixed/receive variable$150.0 $50.0 $— $— $— $— $— $200.0 $3.0 
Average pay rate2.7 %1.8 %— %— %— %— %— %
Average receive rate(a)
one-month LIBORone-month LIBOR— — — — — 

(a)The one-month LIBOR rate was approximately 0.1% as of June 30, 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 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 are adequate.in 2020. Provisions for doubtful accounts have declined in the six months ended June 30, 2021, compared to the same prior-year period and we expect provisions for doubtful accounts to continue to decline through the remainder of the year. 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, 2017.26, 2021. The impact of the COVID-19 pandemic described in this Quarterly Report on Form 10-Q have heightened certain of the risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, and such risk factors are further qualified by the information relating to the COVID-19 pandemic described in this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors previously disclosed other than disclosed below.

ImplementingGovernment regulation of outdoor advertising, including any changes to such regulation, may restrict our digital display platform, and the deployment of digitaloutdoor advertising displays to our customers, may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.

The success of the digital display platform we are currently developing and the deployment 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 platformoperations and our ability to deliverincrease the number of advertising displays in our portfolio.

The outdoor advertising industry is subject to governmental regulation and install digital displays toenforcement at the federal, state and local levels in the United States and Canada. These regulations have a significant impact on the outdoor advertising industry and our customers in satisfactionbusiness. See “Part I, Item 1. Business—Regulation” of our contractual obligations, including deliveryAnnual Report on Form 10-K for the year ended December 31, 2020. If there are changes in laws and installationregulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to scale and within complex transit infrastructures. If we fail to satisfy our contractual obligations and/third party legal challenges, such as the City of Austin, Texas v. Reagan National Advertising of Texas Inc. case now pending before the U.S. Supreme Court, or otherwise), if there are changes in 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,enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to realize the anticipated benefitsresolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety 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,ways, which could have an adverse effect on our business, financial condition and results of operation.

Implementingoperations. Further, if we are unable to obtain acceptable arrangements or compensation in circumstances in which our digital display platformstructures and deployingsites are subject to removal or modification, it could have an adverse effect on our business, financial condition and results of operations. In addition, governmental regulation and enforcement of advertising displays, especially digital advertising displays, may limit our ability to install new advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that could benefit our customers in satisfactioncompetitors disproportionately, any 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 our Annual Report on Form 10-K for the year ended December 31, 2016.

operations. Further, we rely on third parties to manufacture and transport digital displays, and if we are not able to engage third parties on reasonable pricing or other terms, due to the insufficient capacity of a particular manufacturer, market-wide supply shortages, logistics disruptions or otherwise, or if the third parties that we engage fail to meet their obligations to us, we may be unable to deployas digital advertising displays to our customers inare introduced into the market on a timely mannerlarge scale, new or at all, and may fail to satisfy our contractual obligations, whichrevised regulations could have an adverse effectimpose specific restrictions on our business, financial condition and resultsthe installation or use of operations.digital advertising displays.

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

Unregistered Sales of Equity Securities

None.


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Purchases of Equity Securities by the Issuer
Total Numbernumber of Shares
 Purchased
shares
 purchased		Average Price Paid Per Shareprice paid per shareTotal Numbernumber of Shares Purchasedshares purchased as Partpart of Publicly Announced Programspublicly announced plans or programsRemaining AuthorizationsMaximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
JulyApril 1, 20172021 through July 31, 2017April 30, 2021—
$—
—
—
AugustMay 1, 20172021 through AugustMay 31, 20172021—
—
—
—
SeptemberJune 1, 20172021 through SeptemberJune 30, 20172021—
—
—
—
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
10.13.1
Employment Agreement with Andrew R. Sriubas,3.2
3.3
4.1
10.210.1
31.1
31.2
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.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Calculation Linkbase
101.DEFInline XBRL Taxonomy Definition Document
101.LABInline XBRL Taxonomy Label Linkbase
101.PREInline XBRL Taxonomy Presentation Linkbase
104Cover 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. ShassianMatthew Siegel
Name:Donald R. ShassianMatthew Siegel
Title:Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: November 7, 2017

Date: August 6, 2021
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