~~Reconciliation~~

Table of ~~Non-GAAP Financial Measures~~Contents

The following table reconciles Operating income 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 Ended
	March 31,
(in millions, except percentages)		2024			2023
Total revenues		$	408.5		$	395.8

Operating income		$	14.0		$	10.2

Net loss on dispositions		0.1			0.3
Impairment charges		9.1			—
Depreciation		18.5			20.1
Amortization		17.6			21.8
Stock-based compensation		7.2			7.8
Adjusted OIBDA		$	66.5		$	60.2
Adjusted OIBDA margin		16		%	15		%

Net loss attributable to OUTFRONT Media Inc.		$	(27.2)		$	(28.9)
Depreciation of billboard advertising structures		13.6			15.1
Amortization of real estate-related intangible assets		16.1			18.3
Amortization of direct lease acquisition costs		13.1			12.4
Net loss on disposition of real estate assets		0.1			0.3
Impairment charges(a)		6.7			—

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

FFO attributable to OUTFRONT Media Inc.		22.3			17.1
Non-cash portion of income taxes		(0.6)			(3.2)
Cash paid for direct lease acquisition costs		(15.3)			(16.5)
Maintenance capital expenditures		(4.7)			(8.8)

Other depreciation		4.9			5.0
Other amortization		1.5			3.5
Impairment charges on non-real estate assets(a)		2.4			—
Stock-based compensation		7.2			7.8
Non-cash effect of straight-line rent		3.1			1.5
Accretion expense		0.8			0.8
Amortization of deferred financing costs		1.6			1.6


AFFO attributable to OUTFRONT Media Inc.		$	23.2		$	8.8

~~FFO in the three months ended September 30, 2017, of $78.2 million decreased 5% compared~~(a)Impairment charges related to the ~~same prior-year period, primarily due to lower depreciation~~long-term outlook of our U.S. Transit and ~~amortization, partially offset by higher net income. AFFO in the three months ended September 30, 2017, was $78.2 million, a decrease of 7% compared~~Other reporting unit (see Note 4. Intangible Assets to the ~~same prior-year period, primarily due~~Consolidated Financial Statements).

FFO attributable 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.

~~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 ~~Revenues~~ ~~are reported net of agency commissions.~~

(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~~OUTFRONT Media Inc. increased ~~$9.6~~$5.2 million, or ~~3%, and organic revenues increased $5.6 million, or 1%~~30%, in the three months ended September 30, 2017, compared to the same prior-year period. In constant dollars, revenues increased $8.9 million, or 2%, and organic revenues increased $5.6 million, or 1%, for the three months ended September 30, 2017, compared to the same prior-year period. Total revenues increased slightly by $2.7 million and organic revenues increased $8.7 million, or 1%, in the nine months ended September 30, 2017, compared to the same prior-year period. In constant dollars, revenues increased slightly by $2.4 million and organic revenues increased $8.7 million, or 1%, for the nine months ended September 30, 2017, compared to the same prior-year period.

~~Non-organic revenues primarily reflects acquisitions and dispositions.~~

Total billboard revenues increased $1.9 million in the three months ended September 30, 2017, compared to the same prior-year period, principally driven by the impact of the Transaction (as defined in the “Segments Results of Operations: ~~Other~~” section of this MD&A), conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations, partially offset by a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period and the impact of hurricanes in the Florida and Texas markets. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. In constant dollars, billboard revenues increased $1.3 million in the three months ended September 30, 2017, compared to the same prior-year period. Total billboard revenues decreased $11.9 million, or 1%, in the nine months ended September 30, 2017, 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) is 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 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 the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations. The decrease in organic billboard revenues in the nine months ended September 30, 2017, compared to the same prior-year period, is due to a decrease in average revenue per display (yield), as discussed above, the net effect of new and lost billboards in the period, the impact of hurricanes in the Florida and Texas markets, and lower performance in Canada, partially offset by higher proceeds from condemnations and the conversion of traditional static billboard displays to digital billboard displays.

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

The increase in organic transit and other revenues in the three months ended September 30, 2017, compared 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

Billboard property lease expenses represented 34% 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 million in the three months ended September 30, 2017, compared to the same prior-year period. Billboard property lease expenses represented 35% of billboard revenues in the nine months ended September 30, 2017 and 34% in the same prior-year period. The increase in billboard property lease costs in the nine months ended September 30, 2017, was primarily due to an increase in ~~U.S. Media~~ segment billboard property lease costs, including a $1.5 million one-time true-up, and Canada billboard property lease costs, primarily as a result of the impact of the Transaction, partially offset by the impact of the Disposition (a decrease of $3.0 million). Transit franchise expenses represented 63% of transit revenues in the nine months ended September 30, 2017 and 62% in the same prior-year period. The increase in transit franchise expenses in the nine months ended September 30, 2017, compared 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). Billboard property lease and transit franchise expenses increased by $12.6 million in the nine months ended September 30, 2017, compared to the same prior-year period.

Posting, maintenance and other expenses increased $2.2 million, or 4%, in the three months ended September 30, 2017, 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, partially offset by the impact of the Disposition (a decrease of $5.0 million).

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

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

~~Net Gain (Loss) on Dispositions~~

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

~~Depreciation~~

~~Depreciation~~ ~~decreased $4.4 million, or 16%, in the three months ended September 30, 2017,~~March 31, 2024, compared to the same prior-year period, due primarily to ~~the increase in fully-depreciated advertising billboards,~~higher Adjusted OIBDA, partially offset by impairment charges on non-real estate assets and higher ~~depreciation associated with the~~interest expense. AFFO attributable to OUTFRONT Media Inc. increased ~~number of digital billboards.~~ ~~Depreciation~~ ~~decreased $16.0~~$14.4 million, or ~~19%~~164%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, due primarily to ~~the increase in fully-depreciated advertising billboards~~higher Adjusted OIBDA, lower maintenance capital expenditures and ~~the impact of the Disposition, partially offset by higher depreciation associated with the increased number of digital billboards.~~

~~Amortization~~

~~Amortization~~ ~~decreased $2.8 million, or 10% in the three 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 $10.6 million in the three months ended September 30, 2017, compared to $9.0 million in the same prior-year period. Capitalized direct lease acquisition costs were $10.2 million in the three months ended September 30, 2017, and $9.0 million in the same prior-year period. ~~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, and $27.9 million in the same prior-year period.

~~Interest Expense, Net~~

~~Interest expense, net,~~ was $29.2 million (including $1.4 million of deferred financing costs) in the three months ended September 30, 2017, and $28.3 million (including $1.6 million of deferred financing costs) in the same prior-year period. ~~Interest expense, net,~~ was $85.9 million (including $4.6 million of deferred financing costs) in the nine months ended September 30, 2017, and $85.6 million (including $4.8 million of deferred financing costs) in the same prior-year period. (See the “Liquidity and Capital Resources” section of this MD&A.)

~~Benefit (Provision) for Income Taxes~~

~~The provision~~cash paid for income taxes was $2.0 million in the three months ended September 30, 2017, compared to a benefit for income taxes of $1.5 million in the same prior-year period. The benefit for income taxes was $0.8 million in the nine months ended September 30, 2017, compared to a provision for income taxes of $0.6 million in the same prior-year period.

~~Net Income~~

taxes.

~~Net income~~ ~~was $50.7 million in the three months ended September 30, 2017, an increase of $12.6 million compared to the same prior-year period.~~ ~~Net income~~ ~~was $90.3 million in the nine months ended September 30, 2017, an increase of $26.0 million compared to the same prior-year period.~~

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.~~17. Segment Information to the Consolidated Financial Statements.)

Table of Contents

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

The following table presents our Revenues, Adjusted OIBDA and Operating income ~~(loss)~~by segment in the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and 2016. Historical financial information by reportable segment has been recast to reflect the current period’s presentation. On April 1, 2016, we completed the Disposition. Historical operating results for our advertising business in Latin America are included in ~~Other~~.2023.


	Three Months Ended
	March 31,
(in millions)		2024		2023
Revenues:
U.S. Media		$	389.6	$	376.4
Other		18.9		19.4
Total revenues		$	408.5	$	395.8

Operating income		$	14.0	$	10.2

Net loss on dispositions		0.1		0.3
Impairment charges		9.1		—
Depreciation		18.5		20.1
Amortization		17.6		21.8
Stock-based compensation(a)		7.2		7.8
Total Adjusted OIBDA		$	66.5	$	60.2

Adjusted OIBDA:
U.S. Media		$	81.8	$	72.1
Other		0.9		1.1
Corporate		(16.2)		(13.0)
Total Adjusted OIBDA		$	66.5	$	60.2

Operating income (loss):
U.S. Media		$	36.5	$	33.3
Other		0.9		(2.3)
Corporate		(23.4)		(20.8)
Total operating income		$	14.0	$	10.2

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

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.~~

Table of Contents

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

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

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

U.S. Media


	Three Months Ended
	March 31,				%
(in millions, except percentages)		2024			2023			Change
Revenues:
Billboard		$	313.9		$	306.1		3	%
Transit and other		75.7			70.3			8
Total revenues		$	389.6		$	376.4		4

Organic revenues:
Billboard		$	313.9		$	306.1		3
Transit and other		75.7			70.3			8
Total organic revenues		389.6			376.4			4
Non-organic revenues:
Billboard		—			—			*
Transit and other		—			—			*
Total non-organic revenues		—			—			*
Total revenues		389.6			376.4			4
Operating expenses		(226.2)			(222.6)			2
SG&A expenses		(81.6)			(81.7)			—
Adjusted OIBDA		$	81.8		$	72.1		13
Adjusted OIBDA margin		21		%	19		%

Operating income		$	36.5		$	33.3		10

Net loss on dispositions		0.1			0.3			(67)
Impairment charges		9.1			—			*
Depreciation and amortization		36.1			38.5			(6)
Adjusted OIBDA		$	81.8		$	72.1		13

New York metropolitan area revenues as a percentage of U.S. Media segment revenues		18		%	18		%
Los Angeles metropolitan area revenues as a percentage of U.S. Media segment revenues		14		%	15		%

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.


*	~~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~~$13.2 million, or ~~2%, and~~ ~~U.S. Media~~ ~~segment organic revenues increased $6.3 million, or 2%~~4%, in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year ~~period. Total~~ ~~U.S. Media~~ ~~segment revenues increased $11.4 million, or 1%, and~~ ~~U.S. Media~~ ~~segment organic revenues increased $10.3 million, or 1%, in the nine months ended September 30, 2017, compared~~period, due primarily to ~~the same prior-year period. Non-organic revenues primarily reflect an acquisition.~~

~~Total~~ ~~U.S. Media~~ ~~segment revenue grew~~higher billboard revenues. We generated approximately 38% in the three months ended ~~September 30, 2017, reflecting the net effect of won~~March 31, 2024, and ~~lost franchises~~41% in the period, the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations, partially offset by a decrease in average revenue per display (yield) 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 three months ended ~~September 30, 2017, we generated approximately 45%~~March 31, 2023, of our U.S. Media segment revenues from national advertising ~~campaigns compared to approximately 47%~~campaigns.

Billboard revenues 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~~increased $7.8 million, or 3%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, 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 decreasean increase in average revenue per display (yield) ~~in billboards~~, driven by the impact of programmatic and ~~transit,~~direct sale advertising platforms on digital billboard revenues and the ~~net effect~~impact of new and lost billboards in the period, ~~and the impact of hurricanes~~including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Organic billboard revenues in the ~~Florida and Texas markets. In the nine months ended September 30, 2017, we generated approximately 43% of our~~ U.S. Media segment revenues from national advertising campaigns compared to approximately 46% in the same prior-year period. We have seen a softening of advertising revenues from national accounts across a variety of industry categories, primarily automotive, telecom/utilities and travel/leisure.

~~Revenues from~~ ~~U.S. Media~~ ~~segment billboards decreased $1.5~~increased $7.8 million, or 3%, in the three months ended September 30, 2017, compared to the same prior-year period, primarily reflecting a decrease in average revenue per display (yield), the net effect of new and lost billboards in the period, and the impact of hurricanes in the Florida and Texas markets, partially offset by the conversion of traditional static billboard displays to digital billboard displays and higher proceeds from condemnations. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues. Revenues from ~~U.S. Media~~ segment billboards decreased $4.2 million, or 1%, in the nine months ended September 30, 2017, 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.

~~Organic revenues from~~ ~~U.S. Media~~ ~~segment billboards decreased $5.4 million, or 1%, in the nine months ended September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily due to ~~a decrease~~an increase in average revenue per display (yield), ~~as discussed above,~~driven by the ~~net effect~~impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, ~~and the impact of hurricanes in the Florida and Texas markets,~~including insignificant acquisitions, partially offset by ~~higher~~lower proceeds from ~~condemnations and the conversion~~condemnations.

Table of ~~traditional static billboard displays to digital billboard displays.~~Contents

Transit and other revenues in the U.S. Media segment increased ~~$7.8~~$5.4 million, or 8%, in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, ~~reflecting the net effect of won and lost franchises in the period, partially offset by a decrease~~primarily due to an increase in average revenue per display (yield)~~. The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues,~~, partially offset by ~~local advertising revenues. Transit~~the impact of new and ~~other revenues~~lost transit franchise contracts in the ~~U.S. Media~~ segment increased $15.6 million, or 6%, in the nine months ended September 30, 2017, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield). The decrease in average revenue per display (yield) is primarily due to a reduction in national advertising revenues, partially offset by an increase in local advertising revenues.period.

Organic transit and other revenues in the U.S. Media segment increased ~~$15.7~~$5.4 million, or 6%, in the nine months ended September 30, 2017, compared to the same prior-year period, reflecting the net effect of won and lost franchises in the period, partially offset by a decrease in average revenue per display (yield), as discussed above.

~~U.S. Media~~ ~~segment operating expenses increased $8.7 million, or 5%~~8%, in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily due to ~~increased transit franchise expenses resulting from~~ an increase in average revenue per display (yield), partially offset by the impact of new and lost transit ~~revenues, primarily from new~~franchise contracts ~~and increased billboard property lease costs.~~in the period.

Operating expenses in the U.S. Media segment ~~SG&A expenses decreased $2.3~~increased $3.6 million, or 5%2%, in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily ~~due~~driven by higher billboard revenues, higher guaranteed minimum annual payments to ~~lower professional fees.~~the MTA, higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by an out-of-period adjustment of $5.2 million recorded in the three months ended March 31, 2023, related to variable billboard property lease expenses (see Note 1. Description of Business and Basis of Presentation to the Consolidated Financial Statements) and the net impact of new and lost transit franchise contracts.

SG&A expenses in the U.S. Media segment ~~operating expenses increased $15.4~~decreased $0.1 million ~~or 3%,~~ in the

~~nine~~ three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily ~~due~~driven by a lower provision for doubtful accounts and lower professional fees, partially offset by higher compensation-related expenses, higher rent related to ~~increased transit franchise expenses resulting from an increase~~new offices and higher insurance costs.

In the three months ended March 31, 2024, we recorded impairment charges of $9.1 million in ~~transit revenues, primarily from new contracts, and increased billboard property lease costs, including a $1.5 million one-time true up.~~the U.S. Media segment, ~~SG&A expenses decreased $6.0 million, or 4%, in the nine months ended September 30, 2017, compared~~primarily related to impairment charges related to our MTA asset group and our U.S. Transit and Other reporting unit (see Note 4. Intangible Assets to the ~~same prior-year period, primarily due to lower professional fees.~~Consolidated Financial Statements).

U.S. Media segment Adjusted OIBDA ~~decreased by $0.1~~increased $9.7 million, or 13%, in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period. Adjusted OIBDA margin was ~~36%~~21% in ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2024, and ~~2016.~~ ~~U.S. Media~~ ~~segment Adjusted OIBDA increased $2.0 million, or 1%,~~19% in the ~~nine~~three months ended ~~September 30, 2017, compared to the same prior-year period.~~March 31, 2023. The increase in Adjusted OIBDA margin was ~~34%~~due primarily to a higher increase in ~~each~~Adjusted OIBDA, driven primarily by an out-of-period adjustment of $5.2 million recorded in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023, related to variable billboard property lease expenses (see Note 1. Description of Business and ~~2016.~~Basis of Presentation to the Consolidated Financial Statements), compared to a lower increase in revenues.

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Other


	Three Months Ended
	March 31,				%
(in millions, except percentages)		2024			2023			Change
Revenues:
Billboard		$	14.9		$	14.5		3	%
Transit and other		4.0			4.9			(18)
Total revenues		$	18.9		$	19.4		(3)

Organic revenues(a):
Billboard		$	14.9		$	14.6		2
Transit and other		4.0			4.9			(18)
Total organic revenues(a)		18.9			19.5			(3)
Non-organic revenues:
Billboard		—			(0.1)			*
Transit and other		—			—			*
Total non-organic revenues		—			(0.1)			*
Total revenues		18.9			19.4			(3)
Operating expenses		(12.5)			(12.9)			(3)
SG&A expenses		(5.5)			(5.4)			2
Adjusted OIBDA		$	0.9		$	1.1		(18)
Adjusted OIBDA margin		5		%	6		%

Operating income (loss)		$	0.9		$	(2.3)		(139)


Depreciation and amortization		—			3.4			*
Adjusted OIBDA		$	0.9		$	1.1		(18)

(in constant dollars)^(a)

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

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

Restructuring charges 1.2
—
*
4.0
—
*

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

Depreciation and amortization 5.6
4.9
14
13.8
16.4
(16 )
Adjusted OIBDA $ 1.9
$ 2.2
(14 ) $ 4.8
$ 12.8
(63 )
* Calculation is not meaningful.


*	~~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.~~

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

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

Total Other revenues ~~increased $3.3~~decreased $0.5 million, or ~~13%~~3%, 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 nine months ended September 30, 2017, compared to the prior-year period, primarily driven by the impact of the Disposition (a decrease of $3.1 million) and foreign currency exchange rates, partially offset by higher expenses related to our Sports Marketing operating segment.

~~Other~~ ~~Adjusted OIBDA decreased $0.3 million, or 14%, in the three months ended September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily driven by ~~our Sports Marketing operating segment,~~a decline in third-party digital equipment sales, partially offset by an increase in average revenue per display (yield).

In the three months ended March 31, 2023, non-organic revenues reflect the impact of ~~the Transaction.~~foreign currency exchange rates.

Organic Other ~~Adjusted OIBDA~~revenues decreased ~~$8.0~~$0.6 million, ~~63%~~or 3%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, primarily driven by ~~our Sports Marketing operating segment and lower performance~~a decline in ~~Canada,~~third-party digital equipment sales, partially offset by ~~the impact of the Disposition.~~an increase in average revenue per display (yield).

Other operating expenses decreased $0.4 million, or 3%, in the three months ended March 31, 2024, compared to the same prior-year period, primarily driven by lower costs related to third-party digital equipment sales, partially offset by higher expenses in Canada. Other SG&A expenses increased $0.1 million, or 2%, in the three months ended March 31, 2024, compared to the same prior-year periods, primarily driven by higher expenses in Canada.

Other Adjusted OIBDA decreased $0.2 million, or 18%, in the three months ended March 31, 2024, compared to the same prior-year periods, due primarily to a decline in third-party digital equipment sales.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were ~~$10.3~~$16.2 million in the three months ended ~~September 30, 2017,~~March 31, 2024, compared to ~~$10.8~~$13.0 million in the same prior-year ~~period,~~period. Corporate expenses increased $3.2 million, or 25%, primarily due to ~~lower~~ higher

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professional fees ~~partially offset~~as a result of a management consulting project and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by ~~increased compensation-related expenses. Corporate expenses, excluding stock-based compensation, were $31.7 million in~~ the ~~nine months ended September 30, 2017, compared~~Company to $28.9 million in the same prior-year period, primarily due to higher professional fees incurred in connection with the Transaction in the second quarter of 2017 and costs incurred in connection with the Amendment (as defined in the “Liquidity and Capital Resources” section of this MD&A) in the first quarter of 2017, and increased compensation-related expenses.certain employees.

Liquidity and Capital Resources


	As of
(in millions, except percentages)	March 31, 2024		December 31, 2023		% Change
Assets:
Cash and cash equivalents	$	42.4	$	36.0	18	%
Receivables, less allowance ($17.6 in 2024 and $17.2 in 2023)	251.7		287.6		(12)
Prepaid lease and transit franchise costs	3.3		4.5		(27)
Other prepaid expenses	15.8		19.2		(18)
Assets held for sale	31.8		34.6		(8)
Other current assets	14.4		15.7		(8)
Total current assets	359.4		397.6		(10)
Liabilities:
Accounts payable	54.4		55.5		(2)
Accrued compensation	32.2		41.4		(22)
Accrued interest	23.2		34.2		(32)
Accrued lease and transit franchise costs	59.2		80.0		(26)
Other accrued expenses	56.2		56.2		—
Deferred revenues	52.4		37.7		39
Short-term debt	120.0		65.0		85
Short-term operating lease liabilities	185.6		180.9		3
Liabilities held for sale	21.4		24.1		(11)
Other current liabilities	17.6		18.0		(2)
Total current liabilities	622.2		593.0		5
Working capital	$	(262.8)	$	(195.4)	34

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


*	~~Calculation is not meaningful.~~

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

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

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

~~Our decline in working capital during the nine months ended September 30, 2017, is due to short-term borrowings primarily used to finance the Transaction and due~~establish, to the ~~change~~extent available.

Although we have taken several actions to date to preserve our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current heightened levels of inflation

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and related economic environment if cash on hand and operating cash flows decrease in ~~timing~~2024, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain. (See the “Overview” section of ~~transit~~this MD&A.)

Working capital was a deficit of $262.8 million as of March 31, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by increased borrowings under the AR Facility and lower receivables, partially offset by lower accrued lease and franchise ~~payments~~costs, as well as by lower bonus accruals.

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA ~~under~~(as amended, the ~~short-term extension of our existing contracts for transit advertising services.~~

“MTA Agreement”):

~~Under the MTA agreement, we will be obligated to~~

•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. 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 ~~will be entitled to receive the greater of a percentage of revenues~~may build or ~~a guaranteed minimum annual payment. Due to the change~~acquire in the ~~MTA’s revenue share percentage under~~future (collectively, the ~~new agreement, we expect our transit franchise operating expenses to decline in year one~~“New Inventory”).

•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. Incremental~~Equipment 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 ~~screens~~displays throughout the transit system. ~~Our currently estimated~~As presented in the table below, recoupable MTA equipment deployment costs ~~will be approximately $800 million for the full 15-year term and approximately $600 million for the first eight years of the term, and we anticipate these deployment costs will be~~are recorded as Prepaid ~~lease and transit franchise~~MTA equipment deployment costs and Intangible assetson our Consolidated Statement of Financial ~~Position.~~Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be ~~recovered,~~recouped, which could have an adverse effect on our business, financial condition and results of ~~operation. We expect~~ operations, including impairment charges (see Note 4. Intangible Assets to ~~utilize third party financing~~the Consolidated Financial Statements). If we do not recoup all costs of deploying advertising and communications screens with respect to ~~fund deployment costs, and will increase our letters~~the New Inventory by the end of ~~credit for~~ the ~~benefit~~term of the MTA ~~from~~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 three months ended March 31, 2024. In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. We expect our MTA equipment deployment costs to be approximately $50.0 million in 2024. After 2024, we expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs. Accordingly, we expect annual MTA equipment deployment costs after 2024 to be significantly below prior year levels as we expect to substantially complete our initial deployment during 2024.

•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-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.

We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, given the current heightened levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of March 31, 2024, we have issued surety bonds in favor of the

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

We expect transit franchise expenses, as a percentage of transit display revenues, to decline in the remainder of 2024 compared to 2023, but remain above pre-COVID-19 pandemic levels, as a result of our expectation that revenues generated under the MTA Agreement in 2024 will grow at a compound annual growth rate above the inflation-adjusted guaranteed minimum annual payments to the MTA. As indicated in the table below, we incurred $9.1 million related to MTA equipment deployment costs in the three months ended March 31, 2024 (which includes equipment deployment costs related to future deployments), for a total of $588.7 million to date, of which $33.9 million had been recouped from incremental revenues to date. As of ~~September 30, 2017,~~March 31, 2024, 22,195 digital displays had been installed, composed of 5,118 digital advertising screens on subway and train platforms and entrances, 11,854 smaller-format digital advertising screens on rolling stock and 5,223 MTA communications displays. In the three months ended March 31, 2024, 2,498 installations occurred.

MTA performance during the first quarter of 2024 was in line with the expectations and assumptions included in our year-end 2023 model. We continue to expect to be cash flow neutral at some point during 2024. As a result of our continued expectation of negative aggregate cash flows related to our MTA asset group, as of March 31, 2024, we ~~had total indebtedness~~recorded an additional impairment charge of ~~$2.2 billion.~~$9.1 million in the first quarter of 2024, representing additional MTA equipment deployment cost spending during the quarter. (See the “Critical Accounting Policies” section of this MD&A and Note 4. Intangible Assets to the Consolidated Financial Statements.)


(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization/Impairment		Reclassification		Ending Balance
Three months ended March 31, 2024:
Other current assets	$	1.1	$	—	$	—	$	—	$	—	$	1.1
Intangible assets (franchise agreements)	—		9.1		—		(9.1)		—		—
Total	$	1.1	$	9.1	$	—	$	(9.1)	$	—	$	1.1

Year ended December 31, 2023:
Prepaid MTA equipment deployment costs	$	363.2	$	21.8	$	—	$	—	$	(385.0)	$	—
Other current assets	1.6		(0.4)		(0.1)		—		—		1.1
Intangible assets (franchise agreements)	62.0		22.3		—		(469.3)		385.0		—
Total	$	426.8	$	43.7	$	(0.1)	$	(469.3)	$	—	$	1.1

On ~~October 25, 2017,~~May 2, 2024, we announced that our board of directors approved a quarterly cash dividend of ~~$0.36~~$0.30 per share on our common stock, payable on ~~December 29, 2017,~~June 28, 2024, to stockholders of record at the close of business on ~~December 8, 2017.~~June 7, 2024.

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Debt

Debt, net, consists of the following:


	As of
(in millions, except percentages)	March 31, 2024			December 31, 2023
Short-term debt:
AR Facility	$	120.0		$	65.0
Total short-term debt	120.0			65.0

Long-term debt:
Term loan, due 2026	599.0			598.9

Senior secured notes:
7.375% senior secured notes, due 2031	450.0			450.0

Senior unsecured notes:
5.000% senior unsecured notes, due 2027	650.0			650.0
4.250% senior unsecured notes, due 2029	500.0			500.0
4.625% senior unsecured notes, due 2030	500.0			500.0
Total senior unsecured notes	1,650.0			1,650.0

Debt issuance costs	(21.2)			(22.4)
Total long-term debt, net	2,677.8			2,676.5

Total debt, net	$	2,797.8		$	2,741.5

Weighted average cost of debt	5.7		%	5.7		%

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

Long-term debt:
Term loan 667.7
659.0

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

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

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

Weighted average cost of debt 4.8 % 4.8 %


	Payments Due by Period
(in millions)	Total		2024		2025-2026		2027-2028		2029 and thereafter
Long-term debt	$	2,700.0	$	—	$	600.0	$	650.0	$	1,450.0
Interest	770.3		153.3		301.1		187.6		128.3
Total	$	3,470.3	$	153.3	$	901.1	$	837.6	$	1,578.3

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 Loan~~term loan due in 2026 (the “Term Loan”) was ~~3.5%~~7.1% per annum as of ~~September 30, 2017.~~March 31, 2024. As of ~~September 30, 2017,~~March 31, 2024, a discount of ~~$2.3~~$1.0 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 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of ~~September 30, 2017,~~March 31, 2024, 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 ~~September 30, 2017~~March 31, 2024, and ~~2016, $1.1~~$0.4 million in the ~~nine~~three months ended ~~September 30, 2017, and $1.4 million in the nine months ended September 30, 2016.~~March 31, 2023. As of ~~September 30, 2017,~~March 31, 2024, we had issued letters of credit totaling approximately ~~$1.7~~$6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

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Standalone Letter of Credit Facilities

As of March 31, 2024, we had issued letters of credit totaling approximately $67.3 million under our aggregate $81.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2024 and 2023.

Accounts Receivable Securitization Facility

~~On June 30, 2017,~~As of March 31, 2024, we ~~entered into~~have a ~~three-year, $100.0~~$150.0 million ~~AR Facility.~~ revolving accounts receivable securitization facility (the “AR Facility”), which terminates in May 2025, unless further extended.

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 U.S. TRSs (the “Originators”), will sell and/or contribute ~~its~~their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the ~~“SPV”~~“QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The ~~SPV will~~SPVs may transfer an undivided ~~interest~~interests in ~~the~~their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). ~~Outfront Media LLC will service the accounts receivables on behalf of the SPV for a fee.~~ The SPV has granted the Purchasers a security interest in all of its assets, which primarily consist of the accounts receivable relating to the Company’s qualified REIT subsidiaries, in order to secure its obligations under the agreements governing the AR Facility. The Company has agreed to guarantee the performance of Outfront Media LLC, in its capacity as originator and servicer, of its obligations under the agreements governing the AR Facility. Neither Outfront Media LLC nor the SPV guarantees the collectability of the receivables under the AR Facility. In addition, the SPV is aSPVs are separate legal ~~entity~~entities with ~~its~~their own separate creditors who will be entitled to access the ~~SPV’s~~SPVs’ assets before the assets become available to the Company. Accordingly, the ~~SPV’s~~SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the ~~SPV~~SPVs may be remitted to the Company.

Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR ~~Facility is accounted for as a collateralized financing activity, rather than a sale~~Facility. 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 assets~~the receivables under the AR Facility. Further, the TRS SPV and the ~~borrowings~~QRS SPV are ~~presented as liabilities on our Consolidated Statements of Financial Position, (ii) our Consolidated Statements of Operations reflect the associated charges~~jointly 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 ~~September 30, 2017,~~March 31, 2024, there were ~~$73.0~~$120.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of ~~approximately 2.2%, which were primarily used to repay previously outstanding amounts~~6.3%. As of March 31, 2024, borrowing capacity remaining under the ~~Revolving Credit~~AR Facility was $30.0 million based on approximately $294.1 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was ~~immaterial~~$0.1 million for each of the three ~~and nine~~ months ended ~~September 30, 2017.~~

~~Senior Unsecured Notes~~

March 31, 2024 and 2023.

As of September 30, 2017, a discount of $0.5 million on $150.0 million aggregate principal amount of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through
~~Interest expense, net,~~ ~~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 Agreement~~Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, 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 ~~limit~~restrict the Company’s and ~~our~~its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, ~~Finance~~Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany ~~third party transfers.~~or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2024, our Consolidated Total Leverage Ratio was 5.3 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 ~~4.0~~4.5 to 1.0. As of ~~September 30, 2017,~~March 31, 2024, our Consolidated Net Secured Leverage Ratio was ~~1.4~~2.0 to 1.0 as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we satisfy a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of September 30, 2017, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to an acquisition, in accordance with the Credit Agreement. As of ~~September 30, 2017,~~March 31, 2024, we are in compliance with our debt covenants.

~~Letter of Credit Facilities~~

As of September 30, 2017, we had issued letters of credit totaling approximately $100.3 million under our aggregate $111.8 million letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2017 and 2016.

Deferred Financing Costs

As of ~~September 30, 2017,~~March 31, 2024, we had deferred ~~$30.1~~$25.9 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior ~~unsecured~~ notes. We are amortizing the deferred fees through Interest expense, net, on ~~the~~ our

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Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior ~~unsecured~~ notes.

Equity

At-the-Market Equity Offering Program

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the three months ended March 31, 2024. As of March 31, 2024, 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, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, 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.

Cash Flows

The following table ~~sets forth~~presents our cash flows in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016.~~2023.


	Three Months Ended
	March 31,				%
(in millions, except percentages)	2024		2023		Change
Net cash flow provided by operating activities	$	30.6	$	9.4	*
Net cash flow used for investing activities	(19.0)		(27.7)		(31)	%
Net cash flow provided by (used for) financing activities	(4.9)		20.7		(124)
Effect of exchange rate changes on cash and cash equivalents	(0.3)		—		*
Net increase in cash and cash equivalents	$	6.4	$	2.4	167

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~~increased $21.2 million in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, ~~principally as~~due primarily to a ~~result~~smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, and a decrease in prepaid MTA equipment deployment costs, partially offset by the timing of receivables and lower net income ~~as adjusted for non-cash items.~~in 2024 compared to 2023, due to increased operating and SG&A expenses, and higher interest expense. In the three months ended March 31, 2024, we paid net cash of $8.8 million related to MTA

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equipment deployment costs and installed 2,498 digital displays. In the three months ended March 31, 2023, we paid net cash of $18.8 million related to MTA equipment deployment costs and installed 1,047 digital displays.

Cash used for investing activities ~~increased $99.9~~decreased $8.7 million, or 31%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year ~~period. In the nine months ended September 30, 2017, we incurred $58.6 million in~~period, due primarily to higher cash received from dispositions and lower cash paid for capital expenditures, ~~and completed several acquisitions~~partially offset by higher cash paid 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.acquisitions.

The following table presents our capital expenditures in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016.~~2023.


	Three Months Ended
	March 31,				%
(in millions, except percentages)	2024		2023		Change
Growth	$	13.7	$	13.8	(1)	%
Maintenance	4.7		8.8		(47)
Total capital expenditures	$	18.4	$	22.6	(19)

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

Capital expenditures ~~increased $13.0~~decreased $4.2 million, or ~~29%~~19%, in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same prior-year period, ~~driven by an increase~~primarily due to lower spending on software and technology, and vehicles, and decreased growth in digital ~~billboard display spending.~~

displays, partially offset by higher spending on safety-related projects and higher spending related to the renovation of certain office facilities.

For the full year of ~~2017,~~2024, we expect our capital expenditures to be approximately $75.0 million, which will be used primarily for ~~maintenance,~~ growth in digital displays, ~~installation~~safety-related projects, software and technology, maintenance and the renovation of ~~the most current LED lighting 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, which we anticipate will be recorded as~~ ~~Prepaid lease and transit franchise costs~~ ~~and~~ ~~Intangible assets~~ ~~on our Consolidated Statement of Financial Position, as applicable.~~Agreement (as described above).

Cash used for financing activities ~~decreased $122.7~~was $4.9 million infor the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024 compared toCash provided by financing activities of $20.7 million in the same prior-year period. In the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, we ~~received proceeds from an incremental borrowing~~paid total cash dividends of $52.4 million on our ~~Term Loan of $8.3 million,~~common stock, the Series A Preferred Stock and vested restricted share units granted to employees and drew net borrowings on the AR Facility of ~~$73.0~~$55.0 million. In the three months ended March 31, 2023, we drew $85.0 million of net borrowings on the AR Facility and paid total cash dividends of $52.0 million on our ~~short-term borrowing facilities, incurred additional deferred financing costs of $7.7 million~~common stock, the Series A Preferred Stock and ~~paid cash dividends of $151.0 million. In the nine months ended September 30, 2016, we made discretionary payments totaling $60.0 million on the Term Loan and paid cash dividends of $141.7 million.~~vested restricted share units granted to employees.

Cash paid for income taxes was ~~$6.6~~$0.1 million ~~for~~in the ~~nine~~three months ended ~~September 30, 2017, compared to $0.8~~March 31, 2024 and $3.6 million ~~for~~in the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2023. The decrease was due primarily to ~~higher income from taxable REIT subsidiaries in 2017~~tax refunds received by our U.S. TRSs and the ~~impact~~timing of ~~a reimbursement of historical tax payments received in 2016 from our former parent company, CBS Corporation.~~Canadian estimated payments.

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of ~~operating lease arrangements and~~ guaranteed minimum annual payments. (See Note ~~15.~~16. 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. 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.

For information regarding 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, 2023, filed with the SEC on February 22, 2024.

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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, 2023, filed with the SEC on February 22, 2024.

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.

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;

~~Competition;~~•The severity and duration of 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~~operate our digital display ~~platform~~platform;

•Losses and ~~deploy digital advertising displays to our customers;~~costs resulting from recalls and product liability, warranty and intellectual property claims;

~~Taxes, fees and registration requirements;~~

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

•Taxes, fees and registration requirements;

•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~~business, including risks related to the sale of our ~~security measures;~~Canadian business;

•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;

•Expectations relating to environmental, social and governance considerations;

•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 investments or business opportunities;

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

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

•REIT ownership limits;

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

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

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

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

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

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

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2023, filed with the SEC on February ~~23, 2017.~~22, 2024. 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 December 31, ~~2016,~~2023, such contracts accounted for ~~8.9%~~6.2% of our total utility costs. As of ~~September 30, 2017,~~March 31, 2024, we had active electricity purchase agreements with fixed contract rates for locations ~~throughout Connecticut,~~in Illinois, New ~~Jersey, New~~ York ~~Pennsylvania, Ohio~~ and Texas, which expire at various dates ~~in July 2018.~~through May 2025.

Foreign Exchange Risk

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating ~~foreign entities’~~our Canadian business’s statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Any gain or loss on translation is included within comprehensive income and Accumulated other comprehensive income on our Consolidated Statement of Financial Position. The functional currency of our international subsidiaries is their respective local currency. As of ~~September 30, 2017,~~March 31, 2024, we have ~~$4.1~~$9.1 million of unrecognized foreign currency translation losses included within Accumulated other comprehensive ~~income~~loss on our Consolidated Statement of Financial Position. All unrecognized foreign currency losses will be included within the gain or loss recorded upon consummation of the Transaction. (See Note 11. Acquisitions and Dispositions: Disposition: Canadian Business to the Consolidated Financial Statements.)

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

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

Interest Rate Risk

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

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As of ~~September 30, 2017,~~March 31, 2024, we had a ~~$670.0~~$600.0 million variable-rate Term Loan due ~~2024~~2026 outstanding, which has an interest rate of ~~3.5%~~7.1% 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~~$1.5 million.

As of ~~September 30, 2017, we had $73.0~~March 31, 2024, there were $120.0 million of outstanding borrowings under ~~our variable rate~~the AR Facility, at a borrowing rate of ~~approximately 2.2%~~6.3%. An increase or decrease of 1/4% in our interest rate on the AR Facility will change our annualized interest expense by approximately ~~$0.2~~$0.3 million.

We doare not currently ~~use~~using derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.

Credit Risk

In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for ~~doubtful accounts~~credit losses are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk.

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,~~2023, filed with the SEC on February ~~23, 2017.~~22, 2024. There have been no material changes from the risk factors previously ~~disclosed, other than disclosed below.~~disclosed.

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

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 platform and our ability to deliver and install digital displays to our customers in satisfaction of our contractual obligations, including delivery and installation to scale and within complex transit infrastructures. If we fail to satisfy our contractual obligations and/or the digital display platform and/or the digital advertising displays that we provide to our customers do not meet our customers’ expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, then we may incur financial liability and harm our reputation, which could have an adverse effect on our business, financial condition and results of operation.

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

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 deploy digital advertising displays to our customers in a timely manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.

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

Unregistered Sales of Equity Securities

None.

~~Purchases of Equity Securities by the Issuer~~

~~Total Number of Shares~~

~~Purchased~~

~~Average Price Paid Per Share~~

~~Total Number of Shares Purchased as Part of Publicly Announced Programs~~

~~Remaining Authorizations~~

~~July 1, 2017 through July 31, 2017~~

—

~~August 1, 2017 through August 31, 2017~~

—

~~September 1, 2017 through September 30, 2017~~

—

~~Total~~

—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

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EXHIBIT INDEX



Exhibit Number						Description

~~10.1~~2.1						~~Employment~~Share Purchase Agreement, ~~with Andrew R. Sriubas,~~ dated ~~as of July 28, 2017.~~October 22, 2023, by and among OUTFRONT Media Inc., Outfront Canada HoldCo 2 LLC, Outfront Canada Sub LLC, and Bell Media Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on October 23, 2023).

~~10.2~~3.1						~~Employment Agreement with Jeremy J. Male, dated~~Articles of Amendment and Restatement of OUTFRONT Media Inc. effective March 28, 2014, as amended by the Articles of ~~September 18, 2017.~~Amendment of OUTFRONT Media Inc. effective November 20, 2014 and June 10, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on June 10, 2019).

3.2						Amended and Restated Bylaws of OUTFRONT Media Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on December 9, 2022).
~~31.1~~
3.3						Articles Supplementary of OUTFRONT Media Inc. effective April 20, 2020 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on April 21, 2020).

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

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

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Calculation Linkbase

101.DEF						Inline XBRL Taxonomy Definition Document

101.LAB						Inline XBRL Taxonomy Label Linkbase

101.PRE						Inline XBRL Taxonomy Presentation Linkbase

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

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SIGNATURES

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

OUTFRONT MEDIA INC.

By:

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

Name:

~~Donald R. Shassian~~Matthew Siegel

Title:

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

~~Date: November 7, 2017~~

Date: May 3, 2024


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

~~405 Lexington~~90 Park Avenue, ~~17th~~9th Floor
New York, NY		NY	~~10174~~	10016
(Address of principal executive offices)				(Zip Code)


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



PART I			3
Item 1. Financial Statements (Unaudited)			3
Consolidated Statements of Financial Position as of ~~September 30, 2017,~~March 31, 2024, and December 31, ~~2016~~2023			3
Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			4
Consolidated Statements of Comprehensive ~~Income~~Loss for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			5
Consolidated Statements of Equity for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			6
~~Condensed~~ Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			7
Notes to Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3224
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5244
Item 4. Controls and Procedures			5345
PART II			5546
Item 1. Legal Proceedings			5546
Item 1A. Risk Factors			5546
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5546
Item 3. Defaults Upon Senior Securities			5646
Item 4. Mine Safety Disclosures			5646
Item 5. Other Information			5646
Item 6. Exhibits			5646
SIGNATURES			5848


		As of
(in millions)	Estimated Useful Lives	March 31, 2024		December 31, 2023
Land		$	110.2	$	110.1
Buildings	15 to 35 years	46.2		42.7
Advertising structures	3 to 20 years	1,728.9		1,716.2
Furniture, equipment and other	3 to 10 years	176.4		173.9
Construction in progress		34.8		39.5
		2,096.5		2,082.4
Less: Accumulated depreciation		1,439.4		1,424.6
Property and equipment, net		$	657.1	$	657.8



		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



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



	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



(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


				Stockholders’ Equity
(in millions, except per share amounts)	Shares of Series A Preferred Stock	Series A Preferred Stock ($0.01 per share par value)		Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital		Distribution in Excess of Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance as of December 31, 2022	0.1	$	119.8	164.2	$	1.6	$	2,416.3	$	(1,183.4)	$	(9.1)	$	1,225.4	$	4.0	$	1,349.2
Net income (loss)	—	—		—	—		—		(28.9)		—		(28.9)		0.2		(28.7)
Other comprehensive income	—	—		—	—		—		—		0.3		0.3		—		0.3
Stock-based payments:
Vested	—	—		1.4	—		—		—		—		—		—		—
Amortization	—	—		—	—		7.8		—		—		7.8		—		7.8
Shares paid for tax withholding for stock-based payments	—	—		(0.6)	—		(12.3)		—		—		(12.3)		—		(12.3)
Series A Preferred Stock dividends (7%)	—	—		—	—		—		(2.2)		—		(2.2)		—		(2.2)
Dividends ($0.30 per share)	—	—		—	—		—		(49.7)		—		(49.7)		—		(49.7)
Other	—	—		—	—		—		—		—		—		(0.1)		(0.1)
Balance as of March 31, 2023	0.1	$	119.8	165.0	$	1.6	$	2,411.8	$	(1,264.2)	$	(8.8)	$	1,140.4	$	4.1	$	1,264.3

Balance as of December 31, 2023	0.1	$	119.8	165.1	$	1.7	$	2,432.2	$	(1,821.1)	$	(5.8)	$	607.0	$	3.3	$	730.1
Net income (loss)	—	—		—	—		—		(27.2)		—		(27.2)		0.1		(27.1)
Other comprehensive loss	—	—		—	—		—		—		(3.1)		(3.1)		—		(3.1)
Stock-based payments:
Vested	—	—		1.4	—		—		—		—		—		—		—
Amortization	—	—		—	—		7.2		—		—		7.2		—		7.2
Shares paid for tax withholding for stock-based payments	—	—		(0.6)	—		(7.5)		—		—		(7.5)		—		(7.5)

Series A Preferred Stock dividends (7%)	—	—		—	—		—		(2.2)		—		(2.2)		—		(2.2)
Dividends ($0.30 per share)	—	—		—	—		—		(50.0)		—		(50.0)		—		(50.0)
Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)
Balance as of March 31, 2024	0.1	$	119.8	165.9	$	1.7	$	2,431.9	$	(1,900.5)	$	(8.9)	$	524.2	$	3.2	$	647.2


~~(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~~).


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


(in millions)	Gross		Accumulated Amortization		Impairment		Net
As of March 31, 2024:
Permits and leasehold agreements	$	1,540.2	$	(907.7)	$	—	$	632.5
Franchise agreements(a)	944.0		(428.8)		(477.0)		38.2
Other intangible assets	19.4		(7.2)		—		12.2
Total intangible assets	$	2,503.6	$	(1,343.7)	$	(477.0)	$	682.9

As of December 31, 2023:
Permits and leasehold agreements	$	1,535.5	$	(893.8)	$	—	$	641.7
Franchise agreements(a)	934.8		(426.4)		(467.9)		40.5
Other intangible assets	19.5		(6.3)		—		13.2
Total intangible assets	$	2,489.8	$	(1,326.5)	$	(467.9)	$	695.4


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


	As of
(in millions, except years and percentages)	March 31, 2024			December 31, 2023
Operating lease assets	$	1,577.6		$	1,591.9
Short-term operating lease liabilities	185.6			180.9
Non-current operating lease liabilities	1,400.8			1,417.4

Weighted-average remaining lease term	10.9 years			10.9 years
Weighted-average discount rate	6.3		%	6.2		%


(in millions)
As of December 31, 2023	$	33.0
Accretion expense	0.8
Additions	0.1
Liabilities settled	(0.5)
Foreign currency translation adjustments	(0.1)
As of March 31, 2024	$	33.3


	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2023	2,781,836	$	21.10
Granted:
RSUs	1,547,171	12.43
PRSUs	787,035	12.43
Vested:
RSUs	(861,830)	21.62
PRSUs	(410,304)	22.07
Forfeitures:
RSUs	(13,404)	20.17
PRSUs	(176,427)	19.21
Non-vested as of March 31, 2024	3,654,077	15.43



	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



(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


(in millions)	As of March 31, 2024		As of December 31, 2023
Current assets:
Receivables, less allowances	$	22.0	$	26.7
Other current assets	9.8		7.9
Current assets held for sale	31.8		34.6
Property and equipment, net	39.8		39.9
Goodwill	22.4		22.9
Intangible assets	51.9		53.0
Operating lease assets	85.2		85.9
Other assets	11.8		12.6
Total assets held for sale	$	242.9	$	248.9

Current liabilities held for sale	$	21.4	$	24.1
Deferred income tax liabilities, net	16.2		15.5
Asset retirement obligation	4.9		5.0
Operating lease liabilities	69.7		70.4
Total liabilities held for sale	$	112.2	$	115.0



	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


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


~~(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~~.)



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



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

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



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

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



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

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



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

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



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

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


	Digital Revenues (in millions) for the Three Months Ended March 31, 2024(a)						Number of Digital Displays as of March 31, 2024(a)
Location	Digital Billboard		Digital Transit and Other		Total Digital Revenues		Digital Billboard Displays	Digital Transit and Other Displays	Total Digital Displays
United States	$	87.6	$	32.1	$	119.7	1,909	24,116	26,025
Canada	6.3		0.7		7.0		318	65	383
Total	$	93.9	$	32.8	$	126.7	2,227	24,181	26,408



	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.


	Three Months Ended September 30,						Nine Months Ended September 30,
										Three Months Ended
										Three Months Ended
										Three Months Ended
										March 31,
										March 31,
										March 31,				%
(in millions, except percentages)	2017		2016		% Change		2017		2016		% Change		(in millions, except percentages)		2024			2023				Change
Revenues	$	392.4	$	382.8	3	%	$	1,119.2	$	1,116.5	—	%	Revenues		$	408.5	$	$	395.8	3			3	%
Organic revenues^(a)(b)	389.1		383.5		1		1,107.0		1,098.3		1
Operating income	80.3		63.5		26		171.3		146.7		17		Operating income		14.0		10.2		10.2		37			37
Adjusted OIBDA^(b)	120.8		120.7		—		323.0		331.8		(3	)
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) margin
Net loss attributable to OUTFRONT Media Inc.
Net loss attributable to OUTFRONT Media Inc.
Net loss attributable to OUTFRONT Media Inc.															(27.2)			(28.9)				(6)
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.													Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.		22.3			17.1				30
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.



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

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



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

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