UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, ~~2021~~2022

☐

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

For the transition period from

Commission File Number: 001-36367

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)


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

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

(212) 297-6400

(Registrant’s telephone number, including area code)

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


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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of November ~~4, 2021,~~3, 2022, the number of shares outstanding of the registrant’s common stock was ~~145,617,792.~~164,153,576.

Table of Contents

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, ~~2021~~2022

TABLE OF CONTENTS


PART I			3
Item 1. Financial Statements (Unaudited)			3
Consolidated Statements of Financial Position as of September 30, ~~2021,~~2022, and December 31, ~~2020~~2021			3
Consolidated Statements of Operations for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021			4
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021			5
Consolidated Statements of Equity for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021			6
Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2021~~2022 and ~~2020~~2021			8
Notes to Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2624
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4945
Item 4. Controls and Procedures			5046
PART II			5247
Item 1. Legal Proceedings			5247
Item 1A. Risk Factors			5247
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5247
Item 3. Defaults Upon Senior Securities			5247
Item 4. Mine Safety Disclosures			5247
Item 5. Other Information			5247
Item 6. Exhibits			5247
SIGNATURES			5449

Table of Contents

PART I

Item 1. Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)


		As of					As of
(in millions)	(in millions)	September 30, 2021		December 31, 2020		(in millions)	September 30, 2022		December 31, 2021
Assets:	Assets:					Assets:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	510.3	$	710.4	Cash and cash equivalents	$	81.5	$	424.8
Restricted cash		—		1.6
Receivables, less allowance ($18.2 in 2021 and $26.3 in 2020)		245.9		209.2
Receivables, less allowance ($20.3 in 2022 and $18.5 in 2021)						Receivables, less allowance ($20.3 in 2022 and $18.5 in 2021)	303.0		310.5
Prepaid lease and franchise costs	Prepaid lease and franchise costs	11.7		5.4		Prepaid lease and franchise costs	7.0		12.5

Prepaid MTA equipment deployment costs (Note 16)						Prepaid MTA equipment deployment costs (Note 16)	2.3		—
Other prepaid expenses	Other prepaid expenses	19.0		14.4		Other prepaid expenses	22.3		17.8
Other current assets	Other current assets	14.3		33.7		Other current assets	7.9		11.7
Total current assets	Total current assets	801.2		974.7		Total current assets	424.0		777.3
Property and equipment, net (Note 4)		629.6		634.2
Property and equipment, net (Note 3)						Property and equipment, net (Note 3)	683.4		647.9
Goodwill	Goodwill	2,077.8		2,077.8		Goodwill	2,076.2		2,077.8
Intangible assets (Note 5)		552.1		547.5
Operating lease assets (Note 6)		1,436.9		1,421.3
Prepaid MTA equipment deployment costs (Note 18)		245.5		204.6
Intangible assets (Note 4)						Intangible assets (Note 4)	812.3		614.9
Operating lease assets (Note 5)						Operating lease assets (Note 5)	1,525.3		1,485.5
Prepaid MTA equipment deployment costs (Note 16)						Prepaid MTA equipment deployment costs (Note 16)	338.6		279.8
Other assets	Other assets	40.3		36.8		Other assets	46.0		41.5
Total assets	Total assets	$	5,783.4	$	5,896.9	Total assets	$	5,905.8	$	5,924.7

Liabilities:	Liabilities:					Liabilities:
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	62.2	$	64.9	Accounts payable	$	52.8	$	64.9
Accrued compensation	Accrued compensation	58.2		35.0		Accrued compensation	70.9		74.5
Accrued interest	Accrued interest	17.6		24.5		Accrued interest	17.9		30.7
Accrued lease and franchise costs	Accrued lease and franchise costs	57.2		65.8		Accrued lease and franchise costs	65.1		60.1
Other accrued expenses	Other accrued expenses	39.5		38.0		Other accrued expenses	47.8		40.3
Deferred revenues	Deferred revenues	35.0		29.5		Deferred revenues	43.3		30.9

Short-term debt (Note 9)		—		80.0
Short-term operating lease liabilities (Note 6)		188.5		176.5

Short-term operating lease liabilities (Note 5)						Short-term operating lease liabilities (Note 5)	196.7		187.5
Other current liabilities	Other current liabilities	18.6		20.7		Other current liabilities	21.6		18.8
Total current liabilities	Total current liabilities	476.8		534.9		Total current liabilities	516.1		507.7
Long-term debt, net (Note 9)		2,619.3		2,620.8
Long-term debt, net (Note 8)						Long-term debt, net (Note 8)	2,624.6		2,620.6
Deferred income tax liabilities, net	Deferred income tax liabilities, net	13.7		14.6		Deferred income tax liabilities, net	15.2		17.2
Asset retirement obligation (Note 7)		35.8		35.9
Operating lease liabilities (Note 6)		1,260.7		1,252.0
Asset retirement obligation (Note 6)						Asset retirement obligation (Note 6)	37.2		36.4
Operating lease liabilities (Note 5)						Operating lease liabilities (Note 5)	1,342.3		1,308.4
Other liabilities	Other liabilities	53.1		55.0		Other liabilities	40.4		43.9
Total liabilities	Total liabilities	4,459.4		4,513.2		Total liabilities	4,575.8		4,534.2

Commitments and contingencies (Note 18)		0		0
Commitments and contingencies (Note 16)						Commitments and contingencies (Note 16)

Preferred stock (2021 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding; 2020 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 10)		383.4		383.4
Stockholders’ equity (Note 10):
Common stock (2021 - 450.0 shares authorized, and 145.6 shares issued and outstanding; 2020 - 450.0 shares authorized, and 144.5 issued and outstanding)		1.5		1.4
Preferred stock (2022 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2021 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 9)						Preferred stock (2022 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2021 - 50.0 shares authorized, and 0.4 shares of Series A Preferred Stock issued and outstanding) (Note 9)	119.8		383.4
Stockholders’ equity (Note 9):						Stockholders’ equity (Note 9):
Common stock (2022 - 450.0 shares authorized, and 164.0 shares issued and outstanding; 2021 - 450.0 shares authorized, and 145.6 issued and outstanding)						Common stock (2022 - 450.0 shares authorized, and 164.0 shares issued and outstanding; 2021 - 450.0 shares authorized, and 145.6 issued and outstanding)	1.6		1.5
Additional paid-in capital	Additional paid-in capital	2,110.6		2,090.8		Additional paid-in capital	2,408.4		2,119.0
Distribution in excess of earnings	Distribution in excess of earnings	(1,171.5)		(1,100.4)		Distribution in excess of earnings	(1,191.1)		(1,122.0)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(13.7)		(18.0)		Accumulated other comprehensive loss	(12.9)		(4.4)
Total stockholders’ equity	Total stockholders’ equity	926.9		973.8		Total stockholders’ equity	1,206.0		994.1
Non-controlling interests	Non-controlling interests	13.7		26.5		Non-controlling interests	4.2		13.0
Total equity	Total equity	1,324.0		1,383.7		Total equity	1,330.0		1,390.5
Total liabilities and equity	Total liabilities and equity	$	5,783.4	$	5,896.9	Total liabilities and equity	$	5,905.8	$	5,924.7

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2021		2020		2021		2020		(in millions, except per share amounts)	2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
Billboard	Billboard	$	317.4	$	239.9	$	828.3	$	699.3	Billboard	$	355.0	$	317.4	$	1,007.2	$	828.3
Transit and other	Transit and other	81.8		42.4		171.1		201.2		Transit and other	98.7		81.8		270.2		171.1
Total revenues	Total revenues	399.2		282.3		999.4		900.5		Total revenues	453.7		399.2		1,277.4		999.4
Expenses:	Expenses:									Expenses:
Operating	Operating	199.8		155.8		567.0		534.6		Operating	232.6		199.8		671.9		567.0
Selling, general and administrative	Selling, general and administrative	98.5		72.5		263.9		232.0		Selling, general and administrative	106.5		98.5		311.8		263.9
Restructuring charges		—		0.6		—		5.3
Net gain on dispositions		(0.4)		(8.0)		(3.6)		(13.3)

Net (gain) loss on dispositions										Net (gain) loss on dispositions	0.2		(0.4)		0.1		(3.6)
Depreciation	Depreciation	19.6		21.0		59.6		63.2		Depreciation	19.9		19.6		58.6		59.6
Amortization	Amortization	16.7		15.3		49.4		45.7		Amortization	20.2		16.7		52.3		49.4
Total expenses	Total expenses	334.2		257.2		936.3		867.5		Total expenses	379.4		334.2		1,094.7		936.3
Operating income	Operating income	65.0		25.1		63.1		33.0		Operating income	74.3		65.0		182.7		63.1
Interest expense, net	Interest expense, net	(31.8)		(34.2)		(98.5)		(97.3)		Interest expense, net	(33.6)		(31.8)		(95.9)		(98.5)
Loss on extinguishment of debt	Loss on extinguishment of debt	—		—		(6.3)		—		Loss on extinguishment of debt	—		—		—		(6.3)
Other income (loss), net		—		(0.1)		—		0.1
Income (loss) before (provision) benefit for income taxes and equity in earnings of investee companies		33.2		(9.2)		(41.7)		(64.2)
(Provision) benefit for income taxes		(1.1)		(3.5)		6.0		(0.3)
Other expense, net										Other expense, net	(0.3)		—		(0.3)		—
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies										Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	40.4		33.2		86.5		(41.7)
Benefit (provision) for income taxes										Benefit (provision) for income taxes	0.3		(1.1)		1.2		6.0
Equity in earnings of investee companies, net of tax	Equity in earnings of investee companies, net of tax	1.1		(0.6)		0.6		(0.5)		Equity in earnings of investee companies, net of tax	0.4		1.1		1.9		0.6
Net income (loss) before allocation to non-controlling interests	Net income (loss) before allocation to non-controlling interests	33.2		(13.3)		(35.1)		(65.0)		Net income (loss) before allocation to non-controlling interests	41.1		33.2		89.6		(35.1)
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	0.1		0.2		0.4		0.3		Net income attributable to non-controlling interests	0.3		0.1		0.9		0.4
Net income (loss) attributable to OUTFRONT Media Inc.	Net income (loss) attributable to OUTFRONT Media Inc.	$	33.1	$	(13.5)	$	(35.5)	$	(65.3)	Net income (loss) attributable to OUTFRONT Media Inc.	$	40.8	$	33.1	$	88.7	$	(35.5)

Net income (loss) per common share:	Net income (loss) per common share:									Net income (loss) per common share:
Basic	Basic	$	0.18	$	(0.14)	$	(0.39)	$	(0.54)	Basic	$	0.24	$	0.18	$	0.49	$	(0.39)
Diluted	Diluted	$	0.18	$	(0.14)	$	(0.39)	$	(0.54)	Diluted	$	0.23	$	0.18	$	0.49	$	(0.39)

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	145.6		144.4		145.3		144.2		Basic	164.0		145.6		160.0		145.3
Diluted	Diluted	146.4		144.4		145.3		144.2		Diluted	164.6		146.4		160.7		145.3

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Net income (loss) before allocation to non-controlling interests	Net income (loss) before allocation to non-controlling interests	$	33.2	$	(13.3)	$	(35.1)	$	(65.0)	Net income (loss) before allocation to non-controlling interests	$	41.1	$	33.2	$	89.6	$	(35.1)
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	0.1		0.2		0.4		0.3		Net income attributable to non-controlling interests	0.3		0.1		0.9		0.4
Net income (loss) attributable to OUTFRONT Media Inc.	Net income (loss) attributable to OUTFRONT Media Inc.	33.1		(13.5)		(35.5)		(65.3)		Net income (loss) attributable to OUTFRONT Media Inc.	40.8		33.1		88.7		(35.5)
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	Cumulative translation adjustments	(3.7)		2.6		—		(3.5)		Cumulative translation adjustments	(7.5)		(3.7)		(9.1)		—
Net actuarial gain (loss)		0.4		(0.1)		0.4		0.4
Net actuarial loss										Net actuarial loss	0.2		0.4		0.2		0.4
Change in fair value of interest rate swap agreements	Change in fair value of interest rate swap agreements	1.3		1.3		3.9		(2.3)		Change in fair value of interest rate swap agreements	—		1.3		0.4		3.9
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	(2.0)		3.8		4.3		(5.4)		Total other comprehensive income (loss), net of tax	(7.3)		(2.0)		(8.5)		4.3
Total comprehensive income (loss)	Total comprehensive income (loss)	$	31.1	$	(9.7)	$	(31.2)	$	(70.7)	Total comprehensive income (loss)	$	33.5	$	31.1	$	80.2	$	(31.2)

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Equity

(Unaudited)


					Stockholders’ Equity																			Stockholders’ Equity
(in millions, except per share amounts)	(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		(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 June 30, 2020		0.4	$	383.4	144.4	$	1.4	$	2,078.8	$	(1,077.2)	$	(26.9)	$	976.1	$	27.2	$	1,386.7
Net income (loss)		—	—		—	—		—		(13.5)		—		(13.5)		0.2		(13.3)
Other comprehensive income		—	—		—	—		—		—		3.8		3.8		—		3.8
Stock-based payments:

Amortization		—	—		—	—		5.4		—		—		5.4		—		5.4
Shares paid for tax withholding for stock-based payments		—	—		—	—		(0.2)		—		—		(0.2)		—		(0.2)

Series A Preferred Stock dividends (7%)		—	—		—	—		—		(7.0)		—		(7.0)		—		(7.0)

Balance as of September 30, 2020		0.4	$	383.4	144.4	$	1.4	$	2,084.0	$	(1,097.7)	$	(23.1)	$	964.6	$	27.4	$	1,375.4

Balance as of June 30, 2021	Balance as of June 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,103.1	$	(1,183.0)	$	(11.7)	$	909.9	$	14.1	$	1,307.4	Balance as of June 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,103.1	$	(1,183.0)	$	(11.7)	$	909.9	$	14.1	$	1,307.4
Net income	Net income	—	—		—	—		—		33.1		—		33.1		0.1		33.2		Net income	—	—		—	—		—		33.1		—		33.1		0.1		33.2
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—		(2.0)		(2.0)		—		(2.0)		Other comprehensive loss	—	—		—	—		—		—		(2.0)		(2.0)		—		(2.0)
Stock-based payments:	Stock-based payments:																			Stock-based payments:

Amortization	Amortization	—	—		—	—		7.2		—		—		7.2		—		7.2		Amortization	—	—		—	—		7.2		—		—		7.2		—		7.2

Class A equity interest redemptions	Class A equity interest redemptions	—	—		—	—		0.3		—		—		0.3		(0.3)		—		Class A equity interest redemptions	—	—		—	—		0.3		—		—		0.3		(0.3)		—
Series A Preferred Stock dividends (7%)	Series A Preferred Stock dividends (7%)	—	—		—	—		—		(7.0)		—		(7.0)		—		(7.0)		Series A Preferred Stock dividends (7%)	—	—		—	—		—		(7.0)		—		(7.0)		—		(7.0)
Dividends ($0.10 per share)	Dividends ($0.10 per share)	—	—		—	—		—		(14.6)		—		(14.6)		—		(14.6)		Dividends ($0.10 per share)	—	—		—	—		—		(14.6)		—		(14.6)		—		(14.6)
Other	Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)		Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)
Balance as of September 30, 2021	Balance as of September 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,110.6	$	(1,171.5)	$	(13.7)	$	926.9	$	13.7	$	1,324.0	Balance as of September 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,110.6	$	(1,171.5)	$	(13.7)	$	926.9	$	13.7	$	1,324.0

Balance as of June 30, 2022																				Balance as of June 30, 2022	0.1	$	119.8	164.0	$	1.6	$	2,399.8	$	(1,180.4)	$	(5.6)	$	1,215.4	$	4.1	$	1,339.3
Net income																				Net income	—	—		—	—		—		40.8		—		40.8		0.3		41.1
Other comprehensive loss																				Other comprehensive loss	—	—		—	—		—		—		(7.3)		(7.3)		—		(7.3)
Stock-based payments:																				Stock-based payments:

Amortization																				Amortization	—	—		—	—		8.6		—		—		8.6		—		8.6

Series A Preferred Stock dividends (7%)																				Series A Preferred Stock dividends (7%)	—	—		—	—		—		(2.2)		—		(2.2)		—		(2.2)
Dividends ($0.30 per share)																				Dividends ($0.30 per share)	—	—		—	—		—		(49.3)		—		(49.3)		—		(49.3)
Other																				Other	—	—		—	—		—		—		—		—		(0.2)		(0.2)
Balance as of September 30, 2022																				Balance as of September 30, 2022	0.1	$	119.8	164.0	$	1.6	$	2,408.4	$	(1,191.1)	$	(12.9)	$	1,206.0	$	4.2	$	1,330.0

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Equity (Continued)

(Unaudited)


					Stockholders’ Equity																			Stockholders’ Equity
(in millions, except per share amounts)	(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		(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, 2019		—	$	—	143.6	$	1.4	$	2,074.7	$	(964.6)	$	(17.7)	$	1,093.8	$	32.6	$	1,126.4
Balance as of December 31, 2020																				Balance as of December 31, 2020	0.4	$	383.4	144.5	$	1.4	$	2,090.8	$	(1,100.4)	$	(18.0)	$	973.8	$	26.5	$	1,383.7
Net income (loss)	Net income (loss)	—	—		—	—		—		(65.3)		—		(65.3)		0.3		(65.0)		Net income (loss)	—	—		—	—		—		(35.5)		—		(35.5)		0.4		(35.1)
Other comprehensive loss		—	—		—	—		—		—		(5.4)		(5.4)		—		(5.4)
Stock-based payments:
Vested		—	—		1.0	—		—		—		—		—		—		—
Amortization		—	—		—	—		17.3		—		—		17.3		—		17.3
Shares paid for tax withholding for stock-based payments		—	—		(0.4)	—		(12.4)		—		—		(12.4)		—		(12.4)
New share issues		0.4	383.4		—	—		—		—		—		—		—		383.4
Class A equity interest redemptions		—	—		0.2	—		4.4		—		—		4.4		(4.4)		—
Series A Preferred Stock dividends (7%)		—	—		—	—		—		(12.5)		—		(12.5)		—		(12.5)
Dividends ($0.38 per share)		—	—		—	—		—		(55.3)		—		(55.3)		—		(55.3)
Other		—	—		—	—		—		—		—		—		(1.1)		(1.1)
Balance as of September 30, 2020		0.4	$	383.4	144.4	$	1.4	$	2,084.0	$	(1,097.7)	$	(23.1)	$	964.6	$	27.4	$	1,375.4

Balance as of December 31, 2020		0.4	$	383.4	144.5	$	1.4	$	2,090.8	$	(1,100.4)	$	(18.0)	$	973.8	$	26.5	$	1,383.7
Net income ( loss)		—	—		—	—		—		(35.5)		—		(35.5)		0.4		(35.1)
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		4.3		4.3		—		4.3		Other comprehensive income	—	—		—	—		—		—		4.3		4.3		—		4.3
Stock-based payments:	Stock-based payments:																			Stock-based payments:
Vested	Vested	—	—		1.1	0.1		—		—		—		0.1		—		0.1		Vested	—	—		1.1	0.1		—		—		—		0.1		—		0.1
Amortization	Amortization	—	—		—	—		20.7		—		—		20.7		—		20.7		Amortization	—	—		—	—		20.7		—		—		20.7		—		20.7
Shares paid for tax withholding for stock-based payments	Shares paid for tax withholding for stock-based payments	—	—		(0.5)	—		(8.9)		—		—		(8.9)		—		(8.9)		Shares paid for tax withholding for stock-based payments	—	—		(0.5)	—		(8.9)		—		—		(8.9)		—		(8.9)

Class A equity interest redemptions	Class A equity interest redemptions	—	—		0.5	—		11.3		—		—		11.3		(11.3)		—		Class A equity interest redemptions	—	—		0.5	—		11.3		—		—		11.3		(11.3)		—
Series A Preferred Stock dividends (7%)	Series A Preferred Stock dividends (7%)	—	—		—	—		—		(21.0)		—		(21.0)		—		(21.0)		Series A Preferred Stock dividends (7%)	—	—		—	—		—		(21.0)		—		(21.0)		—		(21.0)
Dividends ($0.10 per share)	Dividends ($0.10 per share)	—	—		—	—		—		(14.6)		—		(14.6)		—		(14.6)		Dividends ($0.10 per share)	—	—		—	—		—		(14.6)		—		(14.6)		—		(14.6)
Other	Other	—	—		—	—		(3.3)		—		—		(3.3)		(1.9)		(5.2)		Other	—	—		—	—		(3.3)		—		—		(3.3)		(1.9)		(5.2)
Balance as of September 30, 2021	Balance as of September 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,110.6	$	(1,171.5)	$	(13.7)	$	926.9	$	13.7	$	1,324.0	Balance as of September 30, 2021	0.4	$	383.4	145.6	$	1.5	$	2,110.6	$	(1,171.5)	$	(13.7)	$	926.9	$	13.7	$	1,324.0

Balance as of December 31, 2021																				Balance as of December 31, 2021	0.4	$	383.4	145.6	$	1.5	$	2,119.0	$	(1,122.0)	$	(4.4)	$	994.1	$	13.0	$	1,390.5
Net income																				Net income	—	—		—	—		—		88.7		—		88.7		0.9		89.6
Other comprehensive loss																				Other comprehensive loss	—	—		—	—		—		—		(8.5)		(8.5)		—		(8.5)
Stock-based payments:																				Stock-based payments:
Vested																				Vested	—	—		1.0	—		—		—		—		—		—		—
Amortization																				Amortization	—	—		—	—		25.0		—		—		25.0		—		25.0
Shares paid for tax withholding for stock-based payments																				Shares paid for tax withholding for stock-based payments	—	—		(0.4)	—		(10.9)		—		—		(10.9)		—		(10.9)
Series A Preferred Stock conversions																				Series A Preferred Stock conversions	(0.3)	(266.8)		17.4	0.1		266.7		—		—		266.8		—		—
Class A equity interest redemptions																				Class A equity interest redemptions	—	—		0.4	—		8.6		—		—		8.6		(8.6)		—
Series A Preferred Stock dividends (7%)																				Series A Preferred Stock dividends (7%)	—	3.2		—	—		—		(9.8)		—		(9.8)		—		(6.6)
Dividends ($0.90 per share)																				Dividends ($0.90 per share)	—	—		—	—		—		(148.0)		—		(148.0)		—		(148.0)
Other																				Other	—	—		—	—		—		—		—		—		(1.1)		(1.1)
Balance as of September 30, 2022																				Balance as of September 30, 2022	0.1	$	119.8	164.0	$	1.6	$	2,408.4	$	(1,191.1)	$	(12.9)	$	1,206.0	$	4.2	$	1,330.0

See accompanying notes to unaudited consolidated financial statements.

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OUTFRONT Media Inc.

Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended					Nine Months Ended
		September 30,					September 30,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Operating activities:	Operating activities:					Operating activities:
Net loss attributable to OUTFRONT Media Inc.		$	(35.5)	$	(65.3)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Net income (loss) attributable to OUTFRONT Media Inc.						Net income (loss) attributable to OUTFRONT Media Inc.	$	88.7	$	(35.5)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:						Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	0.4		0.3		Net income attributable to non-controlling interests	0.9		0.4
Depreciation and amortization	Depreciation and amortization	109.0		108.9		Depreciation and amortization	110.9		109.0
Deferred tax benefit	Deferred tax benefit	(6.6)		(3.8)		Deferred tax benefit	(4.2)		(6.6)
Stock-based compensation	Stock-based compensation	20.7		17.3		Stock-based compensation	25.0		20.7
Provision for doubtful accounts		(5.3)		17.4
Provision (recovery) for doubtful accounts						Provision (recovery) for doubtful accounts	2.7		(5.3)
Accretion expense	Accretion expense	2.0		1.9		Accretion expense	2.1		2.0
Net gain on dispositions		(3.6)		(13.3)
Net (gain) loss on dispositions						Net (gain) loss on dispositions	0.1		(3.6)
Loss on extinguishment of debt	Loss on extinguishment of debt	6.3		—		Loss on extinguishment of debt	—		6.3
Equity in earnings of investee companies, net of tax	Equity in earnings of investee companies, net of tax	(0.6)		0.5		Equity in earnings of investee companies, net of tax	(1.9)		(0.6)
Distributions from investee companies	Distributions from investee companies	0.5		2.1		Distributions from investee companies	0.5		0.5
Amortization of deferred financing costs and debt discount and premium	Amortization of deferred financing costs and debt discount and premium	5.5		4.8		Amortization of deferred financing costs and debt discount and premium	4.9		5.5
Change in assets and liabilities, net of investing and financing activities:	Change in assets and liabilities, net of investing and financing activities:					Change in assets and liabilities, net of investing and financing activities:
(Increase) decrease in receivables	(Increase) decrease in receivables	(28.5)		80.5		(Increase) decrease in receivables	3.3		(28.5)
Increase in prepaid MTA equipment deployment costs	Increase in prepaid MTA equipment deployment costs	(40.9)		(29.4)		Increase in prepaid MTA equipment deployment costs	(61.1)		(40.9)
(Increase) decrease in prepaid expenses and other current assets		9.6		(25.0)
Decrease in prepaid expenses and other current assets						Decrease in prepaid expenses and other current assets	1.8		9.6
Increase (decrease) in accounts payable and accrued expenses	Increase (decrease) in accounts payable and accrued expenses	0.8		(42.4)		Increase (decrease) in accounts payable and accrued expenses	(16.2)		0.8
Increase in operating lease assets and liabilities	Increase in operating lease assets and liabilities	5.0		13.4		Increase in operating lease assets and liabilities	5.7		5.0
Increase in deferred revenues	Increase in deferred revenues	5.5		12.1		Increase in deferred revenues	12.5		5.5
Increase (decrease) in income taxes		(0.9)		1.0
Decrease in income taxes						Decrease in income taxes	(0.2)		(0.9)
Other, net	Other, net	1.7		5.0		Other, net	(0.7)		1.7
Net cash flow provided by operating activities	Net cash flow provided by operating activities	45.1		86.0		Net cash flow provided by operating activities	174.8		45.1

Investing activities:	Investing activities:					Investing activities:
Capital expenditures	Capital expenditures	(41.2)		(42.0)		Capital expenditures	(66.6)		(41.2)
Acquisitions	Acquisitions	(55.0)		(15.5)		Acquisitions	(278.9)		(55.0)
MTA franchise rights	MTA franchise rights	(12.1)		(14.4)		MTA franchise rights	(6.8)		(12.1)
Net proceeds from dispositions	Net proceeds from dispositions	1.8		35.9		Net proceeds from dispositions	1.3		1.8
Return of investment in investee companies		—		0.9
Investment in investee companies						Investment in investee companies	(0.3)		—

Net cash flow used for investing activities	Net cash flow used for investing activities	(106.5)		(35.1)		Net cash flow used for investing activities	(351.3)		(106.5)

Financing activities:	Financing activities:					Financing activities:
Proceeds from long-term debt borrowings	Proceeds from long-term debt borrowings	500.0		895.0		Proceeds from long-term debt borrowings	—		500.0
Repayments of long-term debt borrowings	Repayments of long-term debt borrowings	(500.0)		(495.0)		Repayments of long-term debt borrowings	—		(500.0)
Proceeds from borrowings under short-term debt facilities		—		15.0

Repayments of borrowings under short-term debt facilities	Repayments of borrowings under short-term debt facilities	(80.0)		(130.0)		Repayments of borrowings under short-term debt facilities	—		(80.0)
Payments of deferred financing costs	Payments of deferred financing costs	(7.3)		(7.7)		Payments of deferred financing costs	(0.4)		(7.3)
Payments of debt extinguishment charges	Payments of debt extinguishment charges	(4.7)		—		Payments of debt extinguishment charges	—		(4.7)
Proceeds from Series A Preferred Stock issuances		—		383.8

Taxes withheld for stock-based compensation	Taxes withheld for stock-based compensation	(8.9)		(12.0)		Taxes withheld for stock-based compensation	(10.9)		(8.9)
Dividends	Dividends	(35.9)		(68.1)		Dividends	(154.3)		(35.9)
Other	Other	(3.7)		—		Other	—		(3.7)
Net cash flow provided by (used for) financing activities		(140.5)		581.0
Net cash flow used for financing activities						Net cash flow used for financing activities	(165.6)		(140.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cash						Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1.2)		0.2
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(343.3)		(201.7)
Cash, cash equivalents and restricted cash at beginning of period						Cash, cash equivalents and restricted cash at beginning of period	424.8		712.0
Cash and cash equivalents at end of period						Cash and cash equivalents at end of period	$	81.5	$	510.3

Table of Contents

OUTFRONT Media Inc.

Consolidated Statements of Cash Flows (Continued)

(Unaudited)


		Nine Months Ended					Nine Months Ended
		September 30,					September 30,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Effect of exchange rate changes on cash, cash equivalents and restricted cash		0.2		(0.6)
Net increase (decrease) in cash, cash equivalents and restricted cash		(201.7)		631.3
Cash, cash equivalents and restricted cash at beginning of period		712.0		60.9
Cash, cash equivalents and restricted cash at end of period		$	510.3	$	692.2

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid for income taxes	Cash paid for income taxes	$	1.5	$	3.1	Cash paid for income taxes	$	3.1	$	1.5
Cash paid for interest	Cash paid for interest	100.6		93.5		Cash paid for interest	104.9		100.6

Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Accrued purchases of property and equipment	Accrued purchases of property and equipment	$	5.7	$	5.3	Accrued purchases of property and equipment	$	4.4	$	5.7
Accrued MTA franchise rights	Accrued MTA franchise rights	5.8		5.2		Accrued MTA franchise rights	3.1		5.8

Taxes withheld for stock-based compensation	Taxes withheld for stock-based compensation	0.2		0.3		Taxes withheld for stock-based compensation	—		0.2

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets across the U.S. and Canada. We currently manage our operations through 2two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International.

In the third quarter of 2020, we sold all of our equity interests in certain of our subsidiaries (the “Sports Disposition”), which held all of the assets of our Sports Marketing operating segment, for a purchase price of approximately $34.6 million in cash, subject to closing and post-closing adjustments. The Sports Marketing operating segment was the marketing and multimedia rights holder for a variety of colleges, universities and other educational institutions across the United States. The operating results of our Sports Marketing operating segment through June 30, 2020, are included in our Consolidated Financial Statements.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. ~~Certain reclassifications of prior year’s data have been made to conform to the current period’s presentation. Amortization of direct lease acquisition costs previously reported in~~ ~~Amortization~~ ~~have been reclassified to conform with the current period’s presentation. The impact of the reclassification is a decrease in~~ ~~Amortization~~ ~~of $9.1 million in the three months ended September 30, 2020, and $26.7 million in the nine months ended September 30, 2020, and a corresponding increase in~~ ~~Selling, general and administrative~~ ~~expenses (“SG&A”) on the Consolidated Statement of Operations.~~ These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~26, 2021.~~24, 2022.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the ongoing novel coronavirus (“COVID-19”) pandemic and the current heightened levels of inflation, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or ~~conditions, including the severity and duration of the COVID-19 pandemic.~~conditions.

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

Note 2. New Accounting Standards

~~Adoption of New Accounting Standards~~

In the first quarter of 2021, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance for simplifying the accounting for income taxes by removing certain exceptions to the general principles of Accounting Standards Codification Topic 740, ~~Income Taxes. The adoption of this guidance did not have a material effect on our consolidated financial statements.~~

~~Table of Contents~~

~~OUTFRONT Media Inc.~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Recent Pronouncements

In March 2020, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued guidance providing optional expedients and exceptions for accounting for contracts, hedging relationships and other transactions that reference to the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance is effective for all entities as of March 12, 2020, through December 31, 2022. ~~We do~~This guidance did not ~~expect this guidance to~~have a significant impact on our accounting for our existing ~~debt and hedging instruments.~~

~~Note 3. Restricted Cash~~debt.

In ~~August~~October 2021, the ~~escrow agreement~~FASB issued guidance on the recognition and measurement of contract assets and contract liabilities acquired in ~~connection with one of our transit franchise~~a business combination. At the acquisition date, the acquirer should account for the related revenue contracts ~~which required us to deposit funds into an escrow account to fund capital expenditures over~~as if it had originated the ~~term of~~contracts. The guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. This guidance is effective for public entities for fiscal years beginning after December 15, 2022. We will adopt this guidance when accounting for business combinations in the ~~transit franchise contract, was terminated. As of September 30, 2021, we have no restricted cash.~~

As of
(in millions) September 30,
2021 September 30,
2020 December 31, 2020
Cash and cash equivalents $ 510.3 $ 690.6 $ 710.4
Restricted cash — 1.6 1.6
Cash, cash equivalents and restricted cash $ 510.3 $ 692.2 $ 712.0
future.

Table of Contents

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 4.3. Property and Equipment, Net

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


			As of						As of
(in millions)	(in millions)	Estimated Useful Lives	September 30, 2021		December 31, 2020		(in millions)	Estimated Useful Lives	September 30, 2022		December 31, 2021
Land	Land		$	102.8	$	98.0	Land		$	112.2	$	102.9
Buildings	Buildings	20 to 40 years	49.3		48.3		Buildings	15 to 35 years	56.2		50.3
Advertising structures	Advertising structures	5 to 20 years	1,920.1		1,897.7		Advertising structures	3 to 20 years	1,975.8		1,937.4
Furniture, equipment and other	Furniture, equipment and other	3 to 10 years	174.8		168.5		Furniture, equipment and other	3 to 10 years	181.5		171.3
Construction in progress	Construction in progress		35.1		25.1		Construction in progress		39.7		38.7
			2,282.1		2,237.6				2,365.4		2,300.6
Less: Accumulated depreciation	Less: Accumulated depreciation		1,652.5		1,603.4		Less: Accumulated depreciation		1,682.0		1,652.7
Property and equipment, net	Property and equipment, net		$	629.6	$	634.2	Property and equipment, net		$	683.4	$	647.9

Depreciation expense was $19.9 million in the three months ended September 30, 2022, $19.6 million in the three months ended September 30, 2021, ~~$21.0~~$58.6 million in the ~~three~~nine months ended September 30, ~~2020,~~2022, and $59.6 million in the nine months ended September 30, ~~2021, and $63.2 million in the nine months ended September 30, 2020.~~2021.

Note 5.4. Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

Our identifiable intangible assets consist of the following:


(in millions)	Gross		Accumulated Amortization		Net
As of September 30, 2022:
Permits and leasehold agreements	$	1,534.6	$	(853.2)	$	681.4
Franchise agreements	533.1		(414.1)		119.0
Other intangible assets	15.0		(3.1)		11.9
Total intangible assets	$	2,082.7	$	(1,270.4)	$	812.3

As of December 31, 2021:
Permits and leasehold agreements	$	1,303.6	$	(816.5)	$	487.1
Franchise agreements	528.2		(402.7)		125.5
Other intangible assets	4.9		(2.6)		2.3
Total intangible assets	$	1,836.7	$	(1,221.8)	$	614.9

In the nine months ended September 30, 2022, we acquired approximately 1,100 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $238.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 16.7 years.

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $20.2 million in the three months ended September 30, 2022, $16.7 million in the three months ended September 30, 2021, $52.3 million in the nine months ended September 30, 2022, and $49.4 million in the nine months ended September 30, 2021.

Table of Contents

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

~~Our identifiable intangible assets consist of the following:~~

(in millions) Gross Accumulated Amortization Net
As of September 30, 2021:
Permits and leasehold agreements $ 1,232.6 $ (809.4) $ 423.2
Franchise agreements 526.0 (398.4) 127.6
Other intangible assets 20.3 (19.0) 1.3
Total intangible assets $ 1,778.9 $ (1,226.8) $ 552.1
As of December 31, 2020:
Permits and leasehold agreements $ 1,190.0 $ (777.1) $ 412.9
Franchise agreements 514.7 (383.7) 131.0
Other intangible assets(a)
24.1 (20.5) 3.6
Total intangible assets $ 1,728.8 $ (1,181.3) $ 547.5

~~(a)~~Certain intangible assets were fully amortized and no longer being utilized prior to 2020. As a result, we have revised previously reported gross other intangible assets and the related accumulated amortization as of December 31, 2020. The revision, which has no impact on the Consolidated Statement of Financial Position, decreased previously reported gross other intangible assets and accumulated amortization by $21.7 million.

In the nine months ended September 30, 2021, we acquired 62 digital billboards, resulting in amortizable intangible assets for permits and leasehold agreements of $40.0 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 17.7 years.

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $16.7 million in the three months ended September 30, 2021, $15.3 million in the three months ended September 30, 2020, $49.4 million in the nine months ended September 30, 2021, and $45.7 million in the nine months ended September 30, 2020.

Note 6.5. Leases

Lessee

~~As of September 30, 2021, we have~~The following table presents our operating lease assets ~~of $1.4 billion, short-term operating lease liabilities of $188.5 million~~ and non-current operating lease liabilities of $1.3 billion. As of December 31, 2020, we had operating lease assets of $1.4 billion, short-term operating lease liabilities of $176.5 million and non-current operating lease liabilities of $1.3 billion. As of September 30, 2021, the weighted-average remaining lease term was 10.6 years and the weighted-average discount rate was 5.3%.liabilities:


	As of
(in millions, except years and percentages)	September 30, 2022			December 31, 2021
Operating lease assets	$	1,525.3		$	1,485.5
Short-term operating lease liabilities	196.7			187.5
Non-current operating lease liabilities	1,342.3			1,308.4

Weighted-average remaining lease term	10.9 years			10.5 years
Weighted-average discount rate	5.5		%	5.2		%

~~For the three months ended September 30, 2021, we recorded operating~~The components of our lease ~~costs of $100.9 million in~~ expenses were as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2022		2021		2022		2021
Operating expenses	$	113.5	$	100.9	$	331.9	$	294.5
Selling, general and administrative expenses	2.0		2.4		7.4		6.9
Variable costs	27.9		20.5		80.7		53.7

~~Operating expenses~~ ~~and $2.4 million in~~ ~~Selling, general and administrative~~ expenses. For the three months ended September 30, 2021, these costs include $20.5 million of variable operating lease costs. For the three months ended September 30, 2020, we recorded operating lease costs of $94.3 million in ~~Operating expenses~~ ~~and $2.1 million in~~ ~~Selling, general and administrative~~ expenses. For the three months ended September 30, 2020, these costs include $16.0 million of variable operating lease costs. For the nine months ended September 30, 2021, we recorded operating lease costs of $294.5 million in ~~Operating expenses~~ ~~and $6.9 million in~~ ~~Selling, general and administrative~~ expenses. For the nine months ended September 30, 2021, these costs include $53.7 million of variable operating lease costs. For the nine months ended September 30, 2020, we recorded operating lease costs of $290.1 million in ~~Operating expenses~~ ~~and $6.4 million in~~ ~~Selling, general and administrative~~ ~~expenses. For the nine months ended September 30, 2020, these costs include $52.7 million of variable operating lease costs.~~

For each of the three and nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, sublease income was immaterial.

For the nine months ended September 30, 2022, cash paid for operating leases was $332.1 million and leased assets obtained in exchange for new operating lease liabilities was $213.9 million. For the nine months ended September 30, 2021, cash paid for operating leases was $285.6 million and leased assets obtained in exchange for new operating lease liabilities was $189.8 million. ~~For the nine months ended September 30, 2020, cash paid for operating leases was $285.9 million and leased assets obtained in exchange for new operating lease liabilities was $147.9 million.~~

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~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Lessor

We recorded rental income of $331.0 million for the three months ended September 30, 2022, $305.2 million for the three months ended September 30, 2021, ~~$231.7~~$961.5 million for the ~~three~~nine months ended September 30, ~~2020,~~2022, and $798.6 million for the nine months ended September 30, 2021, ~~and $676.0 million for the nine months ended September 30, 2020,~~ in Revenues on our Consolidated Statement of Operations.

Note 7.6. Asset Retirement Obligation

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


(in millions)
As of December 31, ~~2020~~2021	$	~~35.9~~36.4
Accretion expense	~~2.0~~2.1
Additions	~~0.2~~0.6
Liabilities settled	~~(2.3)~~(1.6)
Foreign currency translation adjustments	(0.3)
As of September 30, ~~2021~~2022	$	~~35.8~~37.2

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Note 8.7. Related Party Transactions

We have a 50% ownership interest in 2two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and 4four joint ventures which currently operate a total of 7seven billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled ~~$10.5~~$12.7 million as of September 30, ~~2021,~~2022, and ~~$10.5~~$11.2 million as of December 31, ~~2020,~~2021, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $2.3 million in the three months ended September 30, 2022, $2.0 million in the three months ended September 30, 2021, ~~$1.0~~$6.3 million in the ~~three~~nine months ended September 30, ~~2020,~~2022, and $4.4 million in the nine months ended September 30, ~~2021, and $3.5 million in the nine months ended September 30, 2020.~~2021.

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~~(Unaudited)~~

Note 9.8. Debt

Debt, net, consists of the following:


		As of							As of
(in millions, except percentages)	(in millions, except percentages)	September 30, 2021			December 31, 2020			(in millions, except percentages)	September 30, 2022			December 31, 2021
Short-term debt:

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

Long-term debt:	Long-term debt:							Long-term debt:

Term loan, due 2026	Term loan, due 2026	598.1			597.8			Term loan, due 2026	$	598.5		$	598.2

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

Debt issuance costs	Debt issuance costs	(28.8)			(28.3)			Debt issuance costs	(23.9)			(27.6)
Total long-term debt, net	Total long-term debt, net	2,619.3			2,620.8			Total long-term debt, net	2,624.6			2,620.6

Total debt, net	Total debt, net	$	2,619.3		$	2,700.8		Total debt, net	$	2,624.6		$	2,620.6

Weighted average cost of debt	Weighted average cost of debt	4.3		%	4.5		%	Weighted average cost of debt	4.9		%	4.3		%

Term Loan

The interest rate on the term loan due in 2026 (the “Term Loan”) was ~~1.8%~~4.9% per annum as of September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, a discount of ~~$1.9~~$1.5 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

Revolving Credit Facility

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

As of September 30, ~~2021,~~2022, 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 million in the three months ended September 30, ~~2021, $0.6~~2022, $0.4 million in the three months ended September 30, ~~2020,~~2021, $1.2 million in the nine months ended September 30, 2022, and $1.3 million in the nine months ended September 30, ~~2021, and $1.2 million in the nine months ended September 30, 2020.~~2021. As of September 30, ~~2021,~~2022, we had issued letters of credit totaling approximately ~~$4.0~~$6.4 million against the letter of credit facility sublimit under the Revolving Credit Facility.

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Notes to Consolidated Financial Statements

(Unaudited)

Standalone Letter of Credit Facilities

As of September 30, ~~2021,~~2022, we had issued letters of credit totaling approximately ~~$73.9~~$75.8 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 and nine months ended September 30, ~~2021~~2022 and ~~2020.~~

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~~(Unaudited)~~

2021.

Accounts Receivable Securitization ~~Facilities~~Facility

As of September 30, ~~2021,~~2022, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in ~~June 2022,~~May 2025, unless further extended. ~~Our 364-day uncommitted structured repurchase facility (the “Repurchase Facility”~~

On June 1, 2022, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) ~~expired~~entered into an amendment to the agreements governing the AR Facility, pursuant to which the Company (i) increased the borrowing capacity under the AR Facility from $125.0 million to $150.0 million; (ii) extended the term of the AR Facility so that it now terminates on ~~June 29, 2021,~~May 30, 2025, unless further extended; and (iii) increased the delinquency and termination ratios under the AR Facility for the tenure of the agreements to provide additional flexibility to the Company. The amendment to the agreements governing the AR Facility do not change how we ~~chose not to extend it at this time.~~account for the AR Facility as a collateralized financing activity.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the 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 SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of September 30, ~~2021,~~2022, there were no outstanding borrowings under the AR Facility. As of September 30, ~~2021, there was no~~2022, borrowing capacity remaining under the AR Facility ~~due to a voluntary temporary suspension of the AR Facility in accordance with the agreements governing the AR Facility; however, as of September 30, 2021, we had~~was $150.0 million based on approximately ~~$273.8~~$337.2 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 for each of the three and nine months ended September 30, ~~2021~~2022 and ~~2020.~~

~~Senior Unsecured Notes~~

On January 19, 2021, 2 of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement. The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021. On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption.

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

Debt Covenants

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~~(Unaudited)~~

dividends or make other intercompany 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 September 30, ~~2021,~~2022, our Consolidated Total Leverage Ratio was ~~8.2~~5.0 to 1.0 in accordance with the Credit Agreement.

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Notes to Consolidated Financial Statements

(Unaudited)

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of September 30, ~~2021,~~2022, our Consolidated Net Secured Leverage Ratio was ~~1.4~~1.0 to 1.0 in accordance with the Credit Agreement. As of September 30, ~~2021,~~2022, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, ~~2021,~~2022, we had deferred ~~$31.8~~$26.1 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior unsecured notes.

Interest Rate Swap ~~Agreements~~Agreement

We ~~have several~~had an interest rate cash flow swap ~~agreements~~agreement to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate ~~debt.~~debt, which matured in June 2022. The fair value of ~~these~~this swap ~~positions~~position was a net liability of approximately ~~$1.7~~$0.4 million ~~as of September 30, 2021, and $5.6 million~~ as of December 31, ~~2020,~~2021, and is included in Other current liabilities on our Consolidated Statement of Financial Position.

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

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately ~~$2.7~~$2.3 billion as of September 30, ~~2021,~~2022, and ~~$2.8~~$2.7 billion as of December 31, ~~2020.~~2021. The fair value of our debt as of both September 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap ~~agreements~~agreement was approximately ~~$1.7 million as of September 30, 2021, and $5.6~~$0.4 million as of December 31, ~~2020.~~2021. The aggregate fair value of our interest rate cash flow swap ~~agreements~~agreement as of ~~both September 30, 2021 and~~ December 31, ~~2020, is~~2021, was classified as Level 2.

Note ~~10.~~9. Equity

As of September 30, ~~2021,~~2022, 450,000,000 shares of our common stock, par value $0.01 per share, were ~~authorized; 145,617,792~~authorized, of which 164,047,196 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized, ~~with 400,000~~of which 125,000 shares of Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, were issued and outstanding.

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,

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~~(Unaudited)~~

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

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(Unaudited)

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.

On March 1, 2022, 275,000 shares of Series A Preferred Stock were converted into approximately 17.4 million shares of the Company’s common stock, which included $3.2 million of accrued and unpaid dividends through and including the conversion date that were settled in the Company’s common stock in accordance with the Articles. During the three months ended September 30, ~~2021,~~2022, we paid cash dividends of ~~$7.0~~$2.2 million on the Series A Preferred Stock and during the nine months ended September 30, ~~2021,~~2022, we paid cash dividends of ~~$21.0~~$6.6 million on the Series A Preferred Stock. As of September 30, ~~2021,~~2022, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was ~~25.0~~approximately 7.8 million shares.

In connection with the acquisition of outdoor advertising assets in Canada in June 2017, the Company issued 1,953,407 shares of Class A equity interests of a subsidiary of the Company that controls its Canadian business (“Outfront Canada”)~~. The Class A equity interests are~~, which, among other things, were (i) entitled to receive priority cash distributions from Outfront Canada at the same time and in the same per share amount as the dividends paid on shares of the Company’s common ~~stock. The Class A equity interests may be redeemed~~stock, and (ii) redeemable by the holders in exchange for shares of the Company’s common stock on a one-for-one basis (subject to anti-dilution adjustments) or, at the Company’s option, cash equal to the then fair market value of the shares of the Company’s common stock. The Company is also subject to limitations on its ability to sell or otherwise dispose of the assets acquired in Canada until June 2022, unless it pays holders of the Class A equity interests in Outfront Canada an amount intended to approximate their resulting tax liability, plus a tax gross-up.

basis. As of September 30, ~~2021, 1,549,579~~2022, all Class A equity interests have been redeemed for shares of the Company’s common ~~stock.~~stock and no Class A equity interests were outstanding. During the ~~three and~~ nine months ended September 30, ~~2021,~~2022, we made distributions of $0.1 million to holders of the Class A equity interests, ~~were immaterial.~~which are recorded in Dividends on our Consolidated Statements of Equity and Consolidated Statements of Cash Flows.

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 nine months ended September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, we had approximately $232.5 million of capacity remaining under the ATM Program.

On ~~October 26, 2021,~~November 3, 2022, we announced that our board of directors approved a quarterly cash dividend of ~~$0.10~~$0.30 per share on our common stock, payable on December ~~31, 2021,~~30, 2022, to stockholders of record at the close of business on December ~~3, 2021.~~2, 2022.

Note 10. Revenues

The following table summarizes revenues by source:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2022		2021		2022		2021
Billboard:
Static displays	$	241.5	$	220.0	$	689.2	$	593.4
Digital displays	101.4		84.5		282.7		202.7
Other	12.1		12.9		35.3		32.2
Billboard revenues	355.0		317.4		1,007.2		828.3
Transit:
Static displays	54.8		51.2		151.5		109.7
Digital displays	34.2		22.6		92.3		40.9
Other	8.0		7.7		21.5		18.5
Total transit revenues	97.0		81.5		265.3		169.1
Other	1.7		0.3		4.9		2.0
Transit and other revenues	98.7		81.8		270.2		171.1
Total revenues	$	453.7	$	399.2	$	1,277.4	$	999.4

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~~Note 11. Revenues~~

~~The following table summarizes revenues by source:~~

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2021 2020 2021 2020
Billboard:
Static displays $ 220.0 $ 179.5 $ 593.4 $ 530.1
Digital displays 84.5 51.2 202.7 142.9
Other 12.9 9.2 32.2 26.3
Billboard revenues 317.4 239.9 828.3 699.3
Transit:
Static displays 51.2 28.5 109.7 116.5
Digital displays 22.6 7.6 40.9 41.9
Other 7.7 5.8 18.5 16.6
Total transit revenues 81.5 41.9 169.1 175.0
Sports marketing and other 0.3 0.5 2.0 26.2
Transit and other revenues 81.8 42.4 171.1 201.2
Total revenues $ 399.2 $ 282.3 $ 999.4 $ 900.5

Rental income was $331.0 million in the three months ended September 30, 2022, $305.2 million in the three months ended September 30, 2021, ~~$231.7~~$961.5 million in the ~~three~~nine months ended September 30, ~~2020,~~2022, and $798.6 million in the nine months ended September 30, 2021, ~~and $676.0 million in the nine months ended September 30, 2020,~~ and is recorded in Billboard revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
United States:	United States:									United States:
Billboard	Billboard	$	298.4	$	226.0	$	782.7	$	663.9	Billboard	$	335.3	$	298.4	$	950.8	$	782.7
Transit and other	Transit and other	77.8		39.8		160.7		170.1		Transit and other	92.7		77.8		253.9		160.7
Sports marketing and other		0.3		0.3		2.0		26.0
Other										Other	1.7		0.3		4.9		2.0
Total United States revenues	Total United States revenues	376.5		266.1		945.4		860.0		Total United States revenues	429.7		376.5		1,209.6		945.4
Canada	Canada	22.7		16.2		54.0		40.5		Canada	24.0		22.7		67.8		54.0
Total revenues	Total revenues	$	399.2	$	282.3	$	999.4	$	900.5	Total revenues	$	453.7	$	399.2	$	1,277.4	$	999.4

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, ~~2020,~~2021, during the three months ended March 31, ~~2021.~~2022.

Note ~~12. Restructuring Charges~~

In order to preserve financial flexibility, increase liquidity and reduce expenses in light of the current uncertainty in the global economy and our business as a result of the COVID-19 pandemic, on May 5, 2020, we announced a workforce reduction in the U.S. and notified approximately 70 employees of their termination. On June 15, 2020, we announced a workforce reduction in Canada and notified approximately 20 employees of their termination.

~~As of September 30, 2021, $0.4 million in restructuring reserves remain outstanding and is included in~~ ~~Other current liabilities~~ ~~on the Consolidated Statement of Financial Position. For the three months ended September 30, 2020, we recorded restructuring charges of $0.6 million, of which $0.4 million was recorded in our~~ ~~U.S. Media~~ ~~segment and $0.2 million was recorded in~~ ~~Other. For the nine months ended September 30, 2020, we recorded restructuring charges of $5.3 million, of which $3.4 million was~~

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~~(Unaudited)~~

~~recorded in our~~ ~~U.S. Media~~ ~~segment and $0.9 million was recorded in~~ ~~Other~~, and $1.0 million was recorded in Corporate. Restructuring charges in the nine months ended September 30, 2020, were composed of severance charges associated with the workforce reductions, including $0.9 million for stock-based compensation.

~~Note 13.~~11. Acquisitions

We completed several asset acquisitions for a total purchase price of approximately $278.9 million in the nine months ended September 30, 2022, and $55.0 million in the nine months ended September 30, ~~2021,~~2021.

In the second quarter of 2022, we completed the acquisition of approximately 950 billboard displays, including 21 digital displays, as well as certain business assets, in Portland, Oregon, and ~~$15.5~~Clark County, Washington, from Pacific Outdoor Advertising, L.L.C., for $185.0 million, ~~in the nine months ended September 30, 2020.~~subject to closing and post-closing adjustments, using cash on hand.

In the second quarter of 2018, we entered into an agreement to acquire 14 digital and 7seven static billboard displays in California for a total estimated purchase price of $35.4 million. In the second quarter of 2019, we completed this acquisition except with respect to 4four digital displays, which we expect to acquire in ~~2022~~2023 for an estimated purchase price of $9.2 million, subject to customary closing conditions and the timing of site development.

Note ~~14.~~12. Stock-Based Compensation

In the first quarter of 2021, the Company granted one-time equity award grants to our executive officers. The grant values of the one-time restricted share unit (“RSU”) awards were equal to 100% of each executive officer’s current base salary, and comprised of 60% performance-based RSUs (“PRSUs”), which contain a market and service condition, and 40% time-based RSUs, which only contain a service condition. The PRSU market condition will be based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the companies in the iShares Evolved U.S. Media and Entertainment Index as of January 1, 2021, measured over a ~~two~~-year performance period, with the number of PRSUs eligible to vest ranging from 0% to 200% of target based on a percentile ranking of the Company’s relative TSR. Subject to the market condition, these one-time equity grants will cliff vest in full on the second anniversary of the award grant date. A Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Stock-based compensation expenses (RSUs and PRSUs), before income taxes		$	7.2	$	5.4	$	20.7	$	17.3
Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes										Stock-based compensation expenses (restricted share units (“RSUs”) and performance-based RSUs (“PRSUs”)), before income taxes	$	8.6	$	7.2	$	25.0	$	20.7
Tax benefit	Tax benefit	(0.3)		(0.3)		(1.0)		(1.0)		Tax benefit	(0.4)		(0.3)		(1.2)		(1.0)
Stock-based compensation expense, net of tax	Stock-based compensation expense, net of tax	$	6.9	$	5.1	$	19.7	$	16.3	Stock-based compensation expense, net of tax	$	8.2	$	6.9	$	23.8	$	19.7

As of September 30, ~~2021,~~2022, total unrecognized compensation cost related to non-vested RSUs and PRSUs was ~~$37.4~~$38.2 million, which is expected to be recognized over a weighted average period of 1.7 years.

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RSUs and PRSUs

The following table summarizes activity for the nine months ended September 30, ~~2021,~~2022, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2020 2,208,059 $ 24.80
Granted:
RSUs 993,536 21.76
PRSUs 567,571 23.34
Vested:
RSUs (714,016) 24.19
PRSUs (241,243) 21.83
Forfeitures:
RSUs (61,421) 21.21
PRSUs (269,560) 30.27
Non-vested as of September 30, 2021 2,482,926 23.15

~~Stock Options~~

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

Activity Weighted Average Exercise Price
Outstanding as of December 31, 2020 103,413 $ 26.39
Forfeited or expired (103,413) 26.39
Outstanding as of September 30, 2021 — —


	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2021	2,447,246	$	23.18
Granted:
RSUs	959,628	24.99
PRSUs	482,618	24.42
Vested:
RSUs	(747,920)	24.14
PRSUs	(293,773)	21.65
Forfeitures:
RSUs	(42,337)	24.49
PRSUs	(3,061)	26.60
Non-vested as of September 30, 2022	2,802,401	23.80

Note ~~15.~~13. Retirement Benefits

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Components of net periodic pension cost:	Components of net periodic pension cost:									Components of net periodic pension cost:
Service cost	Service cost	$	—	$	0.2	$	0.2	$	0.9	Service cost	$	0.1	$	—	$	0.1	$	0.2
Interest cost	Interest cost	0.8		0.6		2.0		1.9		Interest cost	0.4		0.8		1.4		2.0
Expected return on plan assets	Expected return on plan assets	(1.2)		(1.0)		(3.0)		(3.0)		Expected return on plan assets	(0.7)		(1.2)		(2.1)		(3.0)
Amortization of net actuarial losses(a)	Amortization of net actuarial losses(a)	0.3		—		0.7		0.5		Amortization of net actuarial losses(a)	—		0.3		—		0.7

Net periodic pension cost	Net periodic pension cost	$	(0.1)	$	(0.2)	$	(0.1)	$	0.3	Net periodic pension cost	$	(0.2)	$	(0.1)	$	(0.6)	$	(0.1)

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

In the nine months ended September 30, ~~2021,~~2022, we contributed ~~$0.9~~$0.2 million to our defined benefit pension plans. In ~~2021,~~2022, we expect to contribute approximately ~~$1.2~~$0.2 million to our defined benefit pension plans.

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~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Note ~~16.~~14. Income Taxes

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as TRSs. As such, we have provided for their federal, state and foreign income taxes.

Tax years ~~2017~~2018 to present are open for examination by the tax authorities.

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

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(Unaudited)

In the three and nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, the impact of state and local taxes, and the effect of foreign operations.

Note ~~17.~~15. Earnings Per Share (“EPS”)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Net income (loss) available for common stockholders	Net income (loss) available for common stockholders	$	33.1	$	(13.5)	$	(35.5)	$	(65.3)	Net income (loss) available for common stockholders	$	40.8	$	33.1	$	88.7	$	(35.5)
Less: Distributions to holders of Series A Preferred Stock	Less: Distributions to holders of Series A Preferred Stock	7.0		7.0		21.0		12.5		Less: Distributions to holders of Series A Preferred Stock	2.2		7.0		9.8		21.0
Less: Distributions to holders of Class A equity interests of a subsidiary	Less: Distributions to holders of Class A equity interests of a subsidiary	—		—		—		0.4		Less: Distributions to holders of Class A equity interests of a subsidiary	—		—		0.1		—
Less: Undistributed earnings allocable to Class A equity interests of a subsidiary	Less: Undistributed earnings allocable to Class A equity interests of a subsidiary	0.3		—		—		—		Less: Undistributed earnings allocable to Class A equity interests of a subsidiary	—		0.3		—		—
Net income (loss) available for common stockholders, basic and diluted	Net income (loss) available for common stockholders, basic and diluted	$	25.8	$	(20.5)	$	(56.5)	$	(78.2)	Net income (loss) available for common stockholders, basic and diluted	$	38.6	$	25.8	$	78.8	$	(56.5)

Weighted average shares for basic EPS	Weighted average shares for basic EPS	145.6		144.4		145.3		144.2		Weighted average shares for basic EPS	164.0		145.6		160.0		145.3

Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.8		—		—		—		Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.6		0.8		0.7		—

Weighted average shares for basic and diluted EPS	Weighted average shares for basic and diluted EPS	146.4		144.4		145.3		144.2		Weighted average shares for basic and diluted EPS	164.6		146.4		160.7		145.3

(a)The potential impact of ~~an aggregate~~0.9 million granted RSUs and PRSUs in the three months ended September 30, 2022, 0.1 million granted RSUs, PRSUs and ~~stock~~ options in the three months ended September 30, 2021, ~~1.7~~0.7 million granted RSUs ~~PRSUs~~ and ~~stock options~~PRSUs in the ~~three~~nine months ended September 30, ~~2020,~~2022, and 1.4 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2021, ~~and 1.1 million granted RSUs, PRSUs and stock options in the nine months ended September 30, 2020,~~ were antidilutive.

(b)The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2022, 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in ~~each of~~ the three months ended September 30, 2021, 11.5 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2022, and ~~2020,~~ 25.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2021, ~~and 15.0 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2020,~~ were antidilutive.

(c)The potential impact of 0.4 million of Class A equity interests of Outfront Canada in the three months ended September 30, 2021, ~~0.9~~0.1 million of Class A equity interests of Outfront Canada in the ~~three~~nine months ended September 30, ~~2020,~~2022, and 0.6 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2021, ~~and 1.0 million of Class A equity interests of Outfront Canada in the nine months ended September 30, 2020,~~ was antidilutive. (See Note ~~10.~~9. Equity to the Consolidated Financial Statements.)

Note ~~18.~~16. Commitments and Contingencies

Off-Balance Sheet Arrangements

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

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~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Contractual Obligations

We have agreements with municipalities and transit operators that entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Under the MTA agreement, which was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

•Deployments. We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, subject to modification as agreed-upon by us and the MTA. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).

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(Unaudited)

•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be 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 nine months ended September 30, ~~2021,~~2022, and ~~it is unlikely~~ we ~~will~~do not expect to recoup equipment deployment costs in the remainder of ~~2021.~~2022.

•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 initial term. We have the option to extend this initial 13-year term for an additional ~~five-year~~five-year period at the end of the 13-year initial term, subject to satisfying certain quantitative and qualitative conditions.

During the nine months ended September 30, ~~2021,~~2022, we had no recoupment from incremental revenues and as of September 30, ~~2021, $45.2~~2022, $49.1 million has been funded by the MTA. As of September 30, ~~2021, 9,180~~2022, 13,657 digital displays had been installed, composed of ~~which 1,359 installations occurred in~~4,804 digital advertising screens on subway and train platforms and entrances, 4,638 smaller-format digital advertising screens on rolling stock and 4,215 MTA communications displays. In the three months ended September 30, ~~2021,~~2022, 496 installations occurred, for a total of ~~1,800~~2,565 installations occurring in the nine months ended September 30, ~~2021.~~2022.


(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization		Ending Balance
Nine months ended September 30, 2022:
Prepaid MTA equipment deployment costs	$	279.8	$	61.1	$	—	$	—	$	340.9
Other current assets	5.2		0.1		(3.7)		—		1.6
Intangible assets (franchise agreements)	63.0		5.4		—		(4.4)		64.0
Total	$	348.0	$	66.6	$	(3.7)	$	(4.4)	$	406.5

Year ended December 31, 2021:
Prepaid MTA equipment deployment costs	$	204.6	$	75.2	$	—	$	—	$	279.8
Other current assets	28.0		6.2		(29.0)		—		5.2
Intangible assets (franchise agreements)	58.4		14.5		—		(9.9)		63.0
Total	$	291.0	$	95.9	$	(29.0)	$	(9.9)	$	348.0

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(Unaudited)

(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization Ending Balance
Nine months ended September 30, 2021:
Prepaid MTA equipment deployment costs $ 204.6 $ 40.9 $ — $ — $ 245.5
Other current assets 28.0 6.3 (28.8) — 5.5
Intangible assets (franchise agreements) 58.4 11.4 — (7.3) 62.5
Total $ 291.0 $ 58.6 $ (28.8) $ (7.3) $ 313.5
Year ended December 31, 2020:
Prepaid MTA equipment deployment costs $ 171.5 $ 33.1 $ — $ — $ 204.6
Other current assets — 44.4 (16.4) — 28.0
Intangible assets (franchise agreements) 38.3 26.0 — (5.9) 58.4
Total $ 209.8 $ 103.5 $ (16.4) $ (5.9) $ 291.0

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of September 30, ~~2021,~~2022, the outstanding letters of credit were approximately ~~$77.9~~$82.2 million and outstanding surety bonds were approximately ~~$166.6~~$167.8 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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

Note ~~19.~~17. Segment Information

We currently manage our operations through 2two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other.

The following tables set forth our financial performance by segment. ~~In the third quarter of 2020, we completed the Sports Disposition. Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in~~ ~~Other~~.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
U.S. Media	U.S. Media	$	376.2	$	265.8	$	943.4	$	834.0	U.S. Media	$	428.0	$	376.2	$	1,204.7	$	943.4
Other	Other	23.0		16.5		56.0		66.5		Other	25.7		23.0		72.7		56.0
Total revenues	Total revenues	$	399.2	$	282.3	$	999.4	$	900.5	Total revenues	$	453.7	$	399.2	$	1,277.4	$	999.4

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

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(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Net income (loss) before allocation to non-controlling interests	Net income (loss) before allocation to non-controlling interests	$	33.2	$	(13.3)	$	(35.1)	$	(65.0)	Net income (loss) before allocation to non-controlling interests	$	41.1	$	33.2	$	89.6	$	(35.1)
(Benefit) provision for income taxes	(Benefit) provision for income taxes	1.1		3.5		(6.0)		0.3		(Benefit) provision for income taxes	(0.3)		1.1		(1.2)		(6.0)
Equity in earnings of investee companies, net of tax	Equity in earnings of investee companies, net of tax	(1.1)		0.6		(0.6)		0.5		Equity in earnings of investee companies, net of tax	(0.4)		(1.1)		(1.9)		(0.6)
Interest expense, net	Interest expense, net	31.8		34.2		98.5		97.3		Interest expense, net	33.6		31.8		95.9		98.5
Loss on extinguishment of debt	Loss on extinguishment of debt	—		—		6.3		—		Loss on extinguishment of debt	—		—		—		6.3
Other income, net		—		0.1		—		(0.1)
Other expense, net										Other expense, net	0.3		—		0.3		—
Operating income	Operating income	65.0		25.1		63.1		33.0		Operating income	74.3		65.0		182.7		63.1
Restructuring charges		—		0.6		—		5.3
Net gain on dispositions		(0.4)		(8.0)		(3.6)		(13.3)

Net (gain) loss on dispositions										Net (gain) loss on dispositions	0.2		(0.4)		0.1		(3.6)
Depreciation and amortization~~(a)~~	Depreciation and amortization~~(a)~~	36.3		36.3		109.0		108.9		Depreciation and amortization~~(a)~~	40.1		36.3		110.9		109.0
Stock-based compensation	Stock-based compensation	7.2		5.4		20.7		16.4		Stock-based compensation	8.6		7.2		25.0		20.7
Total Adjusted OIBDA~~(a)~~	Total Adjusted OIBDA~~(a)~~	$	108.1	$	59.4	$	189.2	$	150.3	Total Adjusted OIBDA~~(a)~~	$	123.2	$	108.1	$	318.7	$	189.2

Adjusted OIBDA:	Adjusted OIBDA:									Adjusted OIBDA:
U.S. Media~~(a)~~	U.S. Media~~(a)~~	$	116.4	$	65.9	$	221.6	$	177.3	U.S. Media~~(a)~~	$	128.2	$	116.4	$	337.5	$	221.6
Other~~(a)~~	Other~~(a)~~	4.8		2.4		4.4		(3.3)		Other~~(a)~~	5.8		4.8		14.2		4.4
Corporate	Corporate	(13.1)		(8.9)		(36.8)		(23.7)		Corporate	(10.8)		(13.1)		(33.0)		(36.8)
Total Adjusted OIBDA~~(a)~~	Total Adjusted OIBDA~~(a)~~	$	108.1	$	59.4	$	189.2	$	150.3	Total Adjusted OIBDA~~(a)~~	$	123.2	$	108.1	$	318.7	$	189.2


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2022		2021		2022		2021
Operating income (loss):
U.S. Media	$	91.3	$	83.5	$	235.9	$	122.2
Other	2.4		1.8		4.8		(1.6)
Corporate	(19.4)		(20.3)		(58.0)		(57.5)
Total operating income	$	74.3	$	65.0	$	182.7	$	63.1

Net gain (loss) on dispositions:
U.S. Media	$	0.2	$	(0.4)	$	0.1	$	(0.6)
Other	—		—		—		(3.0)
Total gain (loss) on dispositions	$	0.2	$	(0.4)	$	0.1	$	(3.6)

Depreciation and amortization:
U.S. Media	$	36.7	$	33.3	$	101.5	$	100.0
Other	3.4		3.0		9.4		9.0
Total depreciation and amortization	$	40.1	$	36.3	$	110.9	$	109.0

Capital expenditures:
U.S. Media	$	23.8	$	14.6	$	64.1	$	39.3
Other	1.0		1.1		2.5		1.9
Total capital expenditures	$	24.8	$	15.7	$	66.6	$	41.2

~~(a)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020, of which $8.3 million was recorded in our ~~U.S. Media~~ ~~segment and $0.8 million was recorded in~~ ~~Other, and $26.7 million in the nine months ended September 30, 2020, of which $25.1 million was recorded in our~~ ~~U.S. Media~~ ~~segment and $1.6 million was recorded in~~ ~~Other, from~~ ~~Amortization~~ to ~~SG&A~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2021 2020 2021 2020
Operating income (loss):
U.S. Media $ 83.5 $ 31.9 $ 122.2 $ 75.4
Other 1.8 7.5 (1.6) (1.3)
Corporate (20.3) (14.3) (57.5) (41.1)
Total operating income $ 65.0 $ 25.1 $ 63.1 $ 33.0
Net gain on dispositions:
U.S. Media $ (0.4) $ — $ (0.6) $ (1.2)
Other — (8.0) (3.0) (12.1)
Total gain on dispositions $ (0.4) $ (8.0) $ (3.6) $ (13.3)
Depreciation and amortization:
U.S. Media(a)
$ 33.3 $ 33.6 $ 100.0 $ 99.7
Other(a)
3.0 2.7 9.0 9.2
Total depreciation and amortization(a)
$ 36.3 $ 36.3 $ 109.0 $ 108.9
Capital expenditures:
U.S. Media $ 14.6 $ 9.4 $ 39.3 $ 40.3
Other 1.1 0.7 1.9 1.7
Total capital expenditures $ 15.7 $ 10.1 $ 41.2 $ 42.0


		As of					As of
(in millions)	(in millions)	September 30, 2021		December 31, 2020		(in millions)	September 30, 2022		December 31, 2021
Assets:	Assets:					Assets:
U.S. Media	U.S. Media	$	5,058.2	$	4,977.2	U.S. Media	$	5,622.2	$	5,280.7
Other	Other	241.4		249.5		Other	233.0		248.1
Corporate	Corporate	483.8		670.2		Corporate	50.6		395.9
Total assets	Total assets	$	5,783.4	$	5,896.9	Total assets	$	5,905.8	$	5,924.7

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (the “SEC”) on February ~~26, 2021,~~24, 2022, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~26, 2021,~~24, 2022, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements. Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “25 largest markets in the U.S.,” “approximately 150 markets in the U.S. and Canada” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2022 Designated Market Area ~~rankings as of January 1, 2021.~~rankings.

Overview

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) and Canada. We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other (see Note ~~19.~~17. Segment Information to the Consolidated Financial Statements).

Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. and Canada. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. and Canada. In total, we have displays in all of the 25 largest markets in the U.S. and approximately 150 markets in the U.S. and Canada. Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”

In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go. Additionally, our OUTFRONT Mobile Network ~~and social influence add-on~~ products allow our customers to further leverage location targeting with interactive mobile ~~advertising and social sharing amplification.~~advertising.

We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production and post-campaign tracking and analytics.

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U.S. Media. Our U.S. Media segment generated ~~18%~~19% of its revenues in the New York City metropolitan area in the three months ended September 30, ~~2021, 12%~~2022, 18% in the three months ended September 30, ~~2020,~~2021, 19% in the nine months ended September 30, 2022, and 15% in the nine months ended September 30, 2021, and ~~16% in the nine months ended September 30, 2020, and~~ generated ~~16%~~15% in the Los Angeles metropolitan area in the three months ended September 30, ~~2021, 15%~~2022, 16% in the three months ended September 30, ~~2020,~~2021, 16% in the nine months ended September 30, ~~2021,~~2022 and ~~15%~~16% in the nine months ended September 30, ~~2020.~~2021. In the three months ended September 30, 2022, our U.S. Media segment generated $428.0 million of Revenues and $128.2 million of Operating income before Depreciation, Amortization, Net (gain) loss on dispositions and Stock-based compensation (“Adjusted OIBDA”). In the three months ended September 30, 2021, our U.S. Media segment generated $376.2 million of Revenues and $116.4 million of ~~Operating income~~ ~~before~~ ~~Depreciation~~, ~~Amortization~~, ~~Net gain on dispositions~~, ~~Stock-based compensation~~ ~~and~~ ~~Restructuring charges~~ (“Adjusted ~~OIBDA”).~~OIBDA. In the ~~three~~nine months ended September 30, ~~2020,~~2022, our U.S. Media segment generated ~~$265.8~~$1,204.7 million of Revenues and ~~$65.9~~$337.5 million of Adjusted OIBDA. In the nine months ended September 30, 2021, our U.S. Media segment generated $943.4 million of Revenues and $221.6 million of Adjusted OIBDA. ~~In the nine months ended September 30, 2020, our~~ ~~U.S. Media~~ ~~segment generated $834.0 million of~~ ~~Revenues~~ ~~and $177.3 million of Adjusted OIBDA.~~ (See the “Segment Results of Operations” section of this MD&A.)

Other (includes ~~International~~International). In the three months ended September 30, 2022, Other generated $25.7 million of Revenues and ~~through June 30, 2020, Sports Marketing).~~$5.8 million of Adjusted OIBDA. In the three months ended September 30, 2021, Other generated $23.0 million of Revenues and $4.8 million of Adjusted OIBDA. In the ~~three~~nine months ended September 30, ~~2020,~~2022, Other generated ~~$16.5~~$72.7 million of Revenues and ~~$2.4~~$14.2 million of Adjusted OIBDA. In the nine months ended September 30, 2021, Other generated $56.0 million of Revenues and $4.4 million of Adjusted OIBDA. ~~In the nine months ended September 30, 2020,~~ ~~Other~~ ~~generated $66.5 million of~~ ~~Revenues~~ ~~and an Adjusted OIBDA loss of $3.3 million.~~

COVID-19 Impact

The ongoing novel coronavirus (“COVID-19”) pandemic and the related preventative measures taken to help curb the spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) throughout the markets in which we do business have had, and may continue to have, a significant impact on the global economy and our business. Though we remain able to continue to sell and service our displays with no significant disruption, governmental restrictions have eased in most of our markets and most of our markets have commenced their economic recoveries, our ~~billboard and~~ transit businesses ~~in many of the top DMAs, such as New York and Los Angeles,~~ are still experiencing the significant impacts of the ongoing COVID-19 pandemic. In 2021, the ongoing COVID-19 pandemic may, among other things, (i) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise; (ii) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals or otherwise; and (iii) delay the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operation in 2021.

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

~~Throughout~~COVID-19 pandemic. If the ~~ongoing~~measures that were taken in response to the COVID-19 pandemic in 2020 and 2021 are reimplemented in a manner that reduces foot traffic, roadway traffic, commuting, transit ridership and overall target advertising audiences in the markets in which we have prioritized the health and safety of our employees and customers by (i) utilizing a secure remote workforce for personnel other than operations personnel who service our displays and certain other personnel, (ii) implementing deep cleaning, social distancing and other protective policies and practices in accordance with federal, state and local regulations and guidance across all offices and facilities that are open, (iii) restricting non-essentialdo business, ~~travel, and (iv) communicating frequently with our employees and customers to address any concerns and updates to our policies. None of these actions have caused~~there could be a significant ~~disruption in our ability to manage the continuity of our business or our internal controls.~~

In addition, in order to preserve financial flexibility, increase liquidity and reduce expenses in light of the uncertainty in the global economy and our business, we modified our business goals and undertook several actions to date, including, among other things, issuing the Series A Preferred Stock (as defined below) and reducing SG&A (as defined below) and posting, maintenance and other expenses. We will continue in 2021 to focus on managing costs and expenses to offset any decreases in

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

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

As a result of the impact of the COVID-19 pandemic on our business and results of operations, we expect our key performance indicators and total revenues to incrementally improve in 2022 as compared to 2021, but some key performance indicators will continue to be materially lower in 2022 than pre-COVID-19 pandemic levels. We expect total revenues in 2022 to be comparable to pre-COVID-19 pandemic levels based on our current expectation of strong performance in total billboard revenues in our U.S. Media segment. We expect total transit and other revenues in our U.S. Media segment to incrementally improve in 2022, but still remain materially below pre-COVID-19 pandemic levels until 2023. We also expect Adjusted OIBDA to incrementally improve in 2022, driven by improvements in our transit and other business, and be comparable to pre-COVID-19 pandemic levels. We expect total expenses to increase in 2022 as compared to 2021, and be comparable to pre-COVID-19 pandemic levels. In particular, we expect billboard property lease expenses, such as rental expenses, and posting, maintenance and other expenses, as a percentage of revenues, to be slightly lower than pre-COVID-19 pandemic levels. We expect transit franchise expenses, such as transit franchise payments, as a percentage of revenues, to decrease in 2022 as compared to 2021, but be higher in 2022 than pre-COVID-19 pandemic levels, primarily due to the guaranteed minimum annual payment amounts owed to the New York Metropolitan Transportation Authority (the “MTA”) and other transit franchise partners as total transit and other revenues incrementally improve in the future. Results for the three and nine months ended September 30, 2022, are not indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as the COVID-19 pandemic, supply chain disruptions and heightened levels of inflation as described ~~above.~~in this MD&A.

We rely on third parties to manufacture and transport our digital displays. As a result of the current market-wide supply shortages and logistics disruptions as the economy recovers from the COVID-19 pandemic, we have experienced delays and price increases ~~in the second and third quarters of 2021~~ with respect to certain of our digital displays, which ~~may~~will continue ~~throughout 2021 and into~~in 2022, and could have an adverse effect on our business, financial condition and results of operations.

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Due to the current heightened levels of inflation and commodity prices in the U.S. and abroad, we have also experienced increases with respect to our posting, maintenance and other expenses, our corporate expenses and our interest expense, which will continue in 2022, and could have an adverse effect on our business, financial condition and results of operations. Our billboard property lease expenses and transit franchise expenses have been less impacted by the current heightened levels of inflation due to the long-term nature of most of our operating leases and transit franchise agreements. However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the near-term if the current heightened levels of inflation continue. Though the Company cannot reasonably estimate the full impact of the current heightened levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.

Business Environment

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

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

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

We have built or converted 5171 new digital billboard displays in the U.S. and 86 new digital billboard displays in Canada during the nine months ended September 30, ~~2021.~~2022. Additionally, in the nine months ended September 30, ~~2021,~~2022, we entered into marketing arrangements to sell advertising on 3032 third-party digital billboard displays in the U.S. ~~and 4 in Canada.~~ In the nine months ended September 30,

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~~2021,~~ 2022, we have built, converted or replaced ~~1,824~~2,780 digital transit and other displays in the U.S. ~~and 5 digital transit and other displays in Canada.~~ The following table sets forth information regarding our digital displays.


		Digital Revenues (in millions) for the Nine Months Ended September 30, 2021(a)						Number of Digital Displays as of September 30, 2021(a)			Digital Revenues (in millions) for the Nine Months Ended September 30, 2022(a)						Number of Digital Displays as of September 30, 2022(a)
Location	Location	Digital Billboard		Digital Transit and Other		Total Digital Revenues		Digital Billboard Displays	Digital Transit and Other Displays	Total Digital Displays		Location	Digital Billboard		Digital Transit and Other		Total Digital Revenues		Digital Billboard Displays	Digital Transit and Other Displays	Total Digital Displays
United States	United States	$	184.5	$	40.4	$	224.9	1,327	10,700	12,027		United States	$	259.0	$	90.9	$	349.9	1,569	15,367	16,936
Canada	Canada	18.2		0.5		18.7		234	110	344		Canada	23.7		1.4		25.1		242	74	316
Total	Total	$	202.7	$	40.9	$	243.6	1,561	10,810	12,371		Total	$	282.7	$	92.3	$	375.0	1,811	15,441	17,252

(a)Digital display amounts include ~~3,493~~4,282 displays reserved for transit agency use. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

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

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We have a diversified base of customers across various industries. During the three months ended September 30, ~~2021,~~2022, our largest categories of advertisers were ~~professional services, retail~~Entertainment, Retail and ~~healthcare/pharmaceuticals,~~Health/Medical, each of which represented approximately ~~12%~~20%, 8%10% and 8%9% of our total U.S. Media segment revenues, respectively. During the three months ended September 30, ~~2020,~~2021, our largest categories of advertisers were ~~professional services, healthcare/pharmaceuticals~~Entertainment, Health/Medical and ~~retail,~~Retail, each of which represented approximately ~~12%~~20%, 9% and 8%9% of our total U.S. Media segment revenues, respectively. During the nine months ended September 30, 2022, our largest categories of advertisers were Entertainment, Retail and Health/Medical, each of which represented approximately 21%, 10% and 9% of our total U.S. Media segment revenues, respectively. During the nine months ended September 30, 2021, our largest categories of advertisers were ~~professional services, retail~~Entertainment, Health/Medical and ~~healthcare/pharmaceuticals,~~Retail, each of which represented approximately ~~12%~~17%, 9%10% and ~~8% of our total~~ ~~U.S. Media~~ segment revenues, respectively. During the nine months ended September 30, 2020, our largest categories of advertisers were professional services, healthcare/pharmaceuticals and retail, each of which represented approximately 11%, 9% ~~and 8%~~ of our total U.S. Media segment revenues, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. In the three months ended September 30, ~~2021,~~2022, we generated approximately ~~43%~~45% of our U.S. Media segment revenues from national advertising campaigns compared to approximately ~~39%~~43% in the same prior-year period. In the nine months ended September 30, ~~2021,~~2022, we generated approximately ~~40%~~43% of our U.S. Media segment revenues from national advertising campaigns compared to approximately 41% in the same prior-year period.

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

Key Performance Indicators

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

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

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		Three Months Ended								Nine Months Ended									Three Months Ended								Nine Months Ended
		September 30,						%		September 30,						%			September 30,						%		September 30,						%
(in millions, except percentages)	(in millions, except percentages)	2021			2020			Change		2021			2020			Change		(in millions, except percentages)	2022			2021			Change		2022			2021			Change
Revenues	Revenues	$	399.2		$	282.3		41	%	$	999.4		$	900.5		11	%	Revenues	$	453.7		$	399.2		14	%	$	1,277.4		$	999.4		28	%
Organic revenues(a)(b)	Organic revenues(a)(b)	399.2			283.2			41		999.4			877.8			14		Organic revenues(a)(b)	449.3			398.2			13		1,270.6			997.8			27
Operating income	Operating income	65.0			25.1			159		63.1			33.0			91		Operating income	74.3			65.0			14		182.7			63.1			190
Adjusted OIBDA~~(c)~~(b)	Adjusted OIBDA~~(c)~~(b)	108.1			59.4			82		189.2			150.3			26		Adjusted OIBDA~~(c)~~(b)	123.2			108.1			14		318.7			189.2			68
Adjusted OIBDA(b)(c) margin		27		%	21		%			19		%	17		%
Adjusted OIBDA(b) margin																		Adjusted OIBDA(b) margin	27		%	27		%			25		%	19		%
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.	Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.	74.6			22.6			*		83.9			39.4			113		Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.	88.0			74.6			18		222.2			83.9			165
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.	Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.	79.0			27.7			185		94.1			46.4			103		Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.	86.5			79.0			9		215.2			94.1			129
Net income (loss) attributable to OUTFRONT Media Inc.	Net income (loss) attributable to OUTFRONT Media Inc.	33.1			(13.5)			*		(35.5)			(65.3)			(46)		Net income (loss) attributable to OUTFRONT Media Inc.	40.8			33.1			23		88.7			(35.5)			*

*Calculation is not meaningful.

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

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

~~(c)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020, and $26.7 million in the nine months ended September 30, 2020, from ~~Amortization~~ to ~~Selling, general and administrative~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

Adjusted OIBDA

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and restructuring charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by

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

FFO and AFFO

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

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interests, ~~as well as~~along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

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

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Reconciliation of Non-GAAP Financial Measures

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


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 30,						September 30,							September 30,						September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2021			2020			2021			2020			(in millions, except per share amounts)	2022			2021			2022			2021
Total revenues	Total revenues	$	399.2		$	282.3		$	999.4		$	900.5		Total revenues	$	453.7		$	399.2		$	1,277.4		$	999.4

Operating income	Operating income	$	65.0		$	25.1		$	63.1		$	33.0		Operating income	$	74.3		$	65.0		$	182.7		$	63.1
Restructuring charges(a)		—			0.6			—			5.3
Net gain on dispositions		(0.4)			(8.0)			(3.6)			(13.3)

Net (gain) loss on dispositions														Net (gain) loss on dispositions	0.2			(0.4)			0.1			(3.6)
Depreciation	Depreciation	19.6			21.0			59.6			63.2			Depreciation	19.9			19.6			58.6			59.6
Amortization~~(b)~~	Amortization~~(b)~~	16.7			15.3			49.4			45.7			Amortization~~(b)~~	20.2			16.7			52.3			49.4
Stock-based compensation	Stock-based compensation	7.2			5.4			20.7			16.4			Stock-based compensation	8.6			7.2			25.0			20.7
Adjusted OIBDA~~(b)~~	Adjusted OIBDA~~(b)~~	$	108.1		$	59.4		$	189.2		$	150.3		Adjusted OIBDA~~(b)~~	$	123.2		$	108.1		$	318.7		$	189.2
Adjusted OIBDA(b) margin		27		%	21		%	19		%	17		%
Adjusted OIBDA margin														Adjusted OIBDA margin	27		%	27		%	25		%	19		%

Net income (loss) attributable to OUTFRONT Media Inc.	Net income (loss) attributable to OUTFRONT Media Inc.	$	33.1		$	(13.5)		$	(35.5)		$	(65.3)		Net income (loss) attributable to OUTFRONT Media Inc.	$	40.8		$	33.1		$	88.7		$	(35.5)
Depreciation of billboard advertising structures	Depreciation of billboard advertising structures	13.8			15.3			42.0			46.2			Depreciation of billboard advertising structures	14.4			13.8			42.0			42.0
Amortization of real estate-related intangible assets	Amortization of real estate-related intangible assets	12.8			12.3			37.8			36.5			Amortization of real estate-related intangible assets	17.3			12.8			45.2			37.8
Amortization of direct lease acquisition costs	Amortization of direct lease acquisition costs	15.3			9.1			40.4			26.7			Amortization of direct lease acquisition costs	15.4			15.3			46.4			40.4
Net gain on disposition of real estate assets		(0.4)			(0.8)			(0.6)			(6.1)
Net (gain) loss on disposition of real estate assets														Net (gain) loss on disposition of real estate assets	0.2			(0.4)			0.1			(0.6)

Adjustment related to non-controlling interests	Adjustment related to non-controlling interests	—			—			(0.2)			(0.2)			Adjustment related to non-controlling interests	(0.1)			—			(0.2)			(0.2)
Income tax effect of adjustments(c)		—			0.2			—			1.6

FFO attributable to OUTFRONT Media Inc.	FFO attributable to OUTFRONT Media Inc.	74.6			22.6			83.9			39.4			FFO attributable to OUTFRONT Media Inc.	88.0			74.6			222.2			83.9
Non-cash portion of income taxes	Non-cash portion of income taxes	1.0			(1.1)			(8.3)			(6.4)			Non-cash portion of income taxes	(0.5)			1.0			(4.3)			(8.3)
Cash paid for direct lease acquisition costs	Cash paid for direct lease acquisition costs	(12.5)			(9.0)			(35.4)			(32.6)			Cash paid for direct lease acquisition costs	(13.7)			(12.5)			(42.7)			(35.4)
Maintenance capital expenditures	Maintenance capital expenditures	(4.9)			(2.9)			(13.3)			(14.0)			Maintenance capital expenditures	(7.6)			(4.9)			(19.0)			(13.3)
Restructuring charges - severance(a)		—			0.6			—			4.4

Other depreciation	Other depreciation	5.8			5.7			17.6			17.0			Other depreciation	5.5			5.8			16.6			17.6
Other amortization	Other amortization	3.9			3.0			11.6			9.2			Other amortization	2.9			3.9			7.1			11.6
Gain on disposition of non-real estate assets~~(d)~~(a)	Gain on disposition of non-real estate assets~~(d)~~(a)	—			(7.2)			(3.0)			(7.2)			Gain on disposition of non-real estate assets~~(d)~~(a)	—			—			—			(3.0)
Stock-based compensation~~(a)~~	Stock-based compensation~~(a)~~	7.2			5.4			20.7			17.3			Stock-based compensation~~(a)~~	8.6			7.2			25.0			20.7
Non-cash effect of straight-line rent	Non-cash effect of straight-line rent	1.5			4.7			5.7			9.6			Non-cash effect of straight-line rent	1.0			1.5			3.3			5.7
Accretion expense	Accretion expense	0.7			0.6			2.0			1.9			Accretion expense	0.7			0.7			2.1			2.0
Amortization of deferred financing costs	Amortization of deferred financing costs	1.7			1.8			5.5			4.8			Amortization of deferred financing costs	1.6			1.7			4.9			5.5
Loss on extinguishment of debt	Loss on extinguishment of debt	—			—			6.3			—			Loss on extinguishment of debt	—			—			—			6.3
Adjustment related to non-controlling interests		—			—			—			(0.1)

Income tax effect of adjustments~~(e)~~(b)	Income tax effect of adjustments~~(e)~~(b)	—			3.5			0.8			3.1			Income tax effect of adjustments~~(e)~~(b)	—			—			—			0.8
AFFO attributable to OUTFRONT Media Inc.	AFFO attributable to OUTFRONT Media Inc.	$	79.0		$	27.7		$	94.1		$	46.4		AFFO attributable to OUTFRONT Media Inc.	$	86.5		$	79.0		$	215.2		$	94.1

(a)~~In the nine months ended September 30, 2020,~~ ~~Restructuring charges~~ ~~relate to severance associated with workforce reductions made in response to the COVID-19 pandemic and includes stock-based compensation expenses of $0.9 million.~~

~~(b)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020, and $26.7 million in the nine months ended September 30, 2020, from ~~Amortization~~ to ~~Selling, general and administrative~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

~~(c)Income tax effect related to Net gain on disposition of real estate assets.~~

~~(d)~~Gain related to the sale of all of our equity interests in certain of our subsidiaries, which held all of the assets of our Sports ~~Disposition.~~Marketing operating segment.

~~(e)~~(b)Income tax effect related to a Gain on disposition of non-real estate ~~assets in 2021 and related to Restructuring charges - severance in 2020.~~assets.

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FFO increased ~~$52.0 million in the three months ended September 30, 2021, compared to the same prior-year period, and increased $44.5~~$13.4 million, or 113%, in the nine months ended September 30, 2021, compared to the same prior-year period. The increases in FFO were due primarily to higher operating income, higher amortization of direct lease acquisition costs and lower income taxes. AFFO increased $51.3 million, or 185%18%, in the three months ended September 30, ~~2021,~~2022, compared to the same prior-year period, due primarily to higher operating income and ~~lower gains on dispositions. AFFO~~higher amortization of real estate-related intangible assets, partially offset by higher interest expense, net. FFO increased $138.3 million in the nine months ended September 30, ~~2021, increased $47.7 million, or 103%,~~2022, compared to the same prior-year period, due primarily to higher operating income, a loss on extinguishment of debt in 2021 and higher amortization of both real estate-related intangible assets and direct lease acquisition ~~costs~~costs. AFFO increased $7.5 million, or 9%, in the three months ended September 30, 2022, and ~~a lower gains on dispositions.~~increased $121.1 million in the nine months ended September 30, 2022, compared to the same prior-year periods. The increases in AFFO were due primarily to higher operating income.

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Analysis of Results of Operations

Revenues

We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit and other revenues are recognized over the contract period. (See Note ~~11.~~10. Revenues to the Consolidated Financial Statements.)


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 30,				%		September 30,				%			September 30,				%		September 30,				%
(in millions, except percentages)	(in millions, except percentages)	2021		2020		Change		2021		2020		Change		(in millions, except percentages)	2022		2021		Change		2022		2021		Change
Revenues:	Revenues:													Revenues:
Billboard	Billboard	$	317.4	$	239.9	32	%	$	828.3	$	699.3	18	%	Billboard	$	355.0	$	317.4	12	%	$	1,007.2	$	828.3	22	%
Transit and other	Transit and other	81.8		42.4		93		171.1		201.2		(15)		Transit and other	98.7		81.8		21		270.2		171.1		58
Total revenues	Total revenues	$	399.2	$	282.3	41		$	999.4	$	900.5	11		Total revenues	$	453.7	$	399.2	14		$	1,277.4	$	999.4	28

Organic revenues(a):	Organic revenues(a):													Organic revenues(a):
Billboard	Billboard	$	317.4	$	240.7	32		$	828.3	$	701.9	18		Billboard	$	350.6	$	316.6	11		$	1,000.4	$	827.0	21
Transit and other	Transit and other	81.8		42.5		92		171.1		175.9		(3)		Transit and other	98.7		81.6		21		270.2		170.8		58
Total organic revenues(a)	Total organic revenues(a)	399.2		283.2		41		999.4		877.8		14		Total organic revenues(a)	449.3		398.2		13		1,270.6		997.8		27
Non-organic revenues:	Non-organic revenues:													Non-organic revenues:
Billboard	Billboard	—		(0.8)		*		—		(2.6)		*		Billboard	4.4		0.8		*		6.8		1.3		*
Transit and other	Transit and other	—		(0.1)		*		—		25.3		*		Transit and other	—		0.2		*		—		0.3		*
Total non-organic revenues	Total non-organic revenues	—		(0.9)		*		—		22.7		*		Total non-organic revenues	4.4		1.0		*		6.8		1.6		*
Total revenues	Total revenues	$	399.2	$	282.3	41		$	999.4	$	900.5	11		Total revenues	$	453.7	$	399.2	14		$	1,277.4	$	999.4	28

*Calculation is not meaningful.

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

Total revenues increased by ~~$116.9~~$54.5 million, or ~~41%~~14%, and organic revenues increased ~~$116.0~~$51.1 million, or ~~41%~~13%, in the three months ended September 30, ~~2021,~~2022, compared to the same prior-year period. Total revenues increased by ~~$98.9~~$278.0 million, or ~~11%~~28%, and organic revenues increased ~~$121.6~~$272.8 million, or ~~14%~~27%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period.

In the three and nine months ended September 30, ~~2020,~~2022, non-organic revenues reflect the impact of ~~foreign currency exchange rates.~~a significant acquisition. In the three and nine months ended September 30, ~~2020,~~2021, non-organic revenues ~~exclude the impact of the Sports Disposition and~~ reflect the impact of foreign currency exchange rates.

Total billboard revenues increased ~~$77.5~~$37.6 million, or ~~32%~~12%, in the three months ended September 30, ~~2021,~~2022, and increased $178.9 million, or 22%, in the nine months ended September 30, 2022, compared to the same prior-year periods. The increases were primarily due to an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services, and the impact of new and lost billboards in the period, including acquisitions.

Organic billboard revenues increased $34.0 million, or 11%, in the three months ended September 30, 2022, and increased $173.4 million, or 21%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily due to an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services and the net effect of new and lost billboards in the period, including certain acquisitions.

Total transit and other revenues increased $16.9 million, or 21%, in the three months ended September 30, 2022, compared to the same prior-year period and increased ~~$129.0~~$99.1 million, or ~~18%~~58%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period. The increases were ~~principally~~primarily driven by an increase in average revenue per display (yield), as we have experienced increases in overall demand for our services due to an increase in transit ridership, partially offset by the loss of a transit franchise contract.

Organic transit and other revenues increased $17.1 million, or 21%, in the three months ended September 30, 2022, and increased $99.4 million, or 58%, in the nine months ended September 30, 2022, compared to the same prior-year periods,

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primarily driven by an increase in average revenue per display (yield) as we have experienced increases in ~~customer advertising expenditures and~~ overall demand for our services ~~from the COVID-19 pandemic lows in 2020.~~

Organic billboard revenues increased $76.7 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $126.4 million, or 18%, in the nine months ended September 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have experienced a recovery customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

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Total transit and other revenues increased $39.4 million, or 93%, in the three months ended September 30, 2021, compared to the same prior-year period, principally driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Total transit and other revenues decreased $30.1 million, or 15%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 numbers in the first quarter of 2020, as well as the impact of the Sports Disposition.

~~Organic transit and other revenues increased $39.3 million, or 92%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily~~ to an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Organic transit and other revenues decreased $4.8 million, or 3%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to a decline in average revenue per display (yield), as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership, ~~numbers compared to pre-COVID-19 numbers in~~partially offset by the ~~first quarter~~loss of ~~2020.~~a transit franchise contract.

Expenses


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 30,				%		September 30,				%			September 30,				%		September 30,				%
(in millions, except percentages)	(in millions, except percentages)	2021		2020		Change		2021		2020		Change		(in millions, except percentages)	2022		2021		Change		2022		2021		Change
Expenses:	Expenses:													Expenses:
Operating	Operating	$	199.8	$	155.8	28	%	$	567.0	$	534.6	6	%	Operating	$	232.6	$	199.8	16	%	$	671.9	$	567.0	19	%
Selling, general and administrative~~(a)~~	Selling, general and administrative~~(a)~~	98.5		72.5		36		263.9		232.0		14		Selling, general and administrative~~(a)~~	106.5		98.5		8		311.8		263.9		18
Restructuring charges		—		0.6		*		—		5.3		*
Net gain on dispositions		(0.4)		(8.0)		(95)		(3.6)		(13.3)		(73)

Net (gain) loss on dispositions														Net (gain) loss on dispositions	0.2		(0.4)		*		0.1		(3.6)		*
Depreciation	Depreciation	19.6		21.0		(7)		59.6		63.2		(6)		Depreciation	19.9		19.6		2		58.6		59.6		(2)
Amortization~~(a)~~	Amortization~~(a)~~	16.7		15.3		9		49.4		45.7		8		Amortization~~(a)~~	20.2		16.7		21		52.3		49.4		6
Total expenses	Total expenses	$	334.2	$	257.2	30		$	936.3	$	867.5	8		Total expenses	$	379.4	$	334.2	14		$	1,094.7	$	936.3	17

*Calculation is not meaningful.

~~(a)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020, and $26.7 million in the nine months ended September 30, 2020, from ~~Amortization~~ to ~~Selling, general and administrative~~ ~~expenses.~~

Operating Expenses


		Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
		September 30,				%		September 30,				%			September 30,				%		September 30,				%
(in millions, except percentages)	(in millions, except percentages)	2021		2020		Change		2021		2020		Change		(in millions, except percentages)	2022		2021		Change		2022		2021		Change
Operating expenses:	Operating expenses:													Operating expenses:
Billboard property lease	Billboard property lease	$	101.8	$	95.0	7	%	$	296.6	$	291.9	2	%	Billboard property lease	$	114.4	$	101.8	12	%	$	334.2	$	296.6	13	%
Transit franchise	Transit franchise	49.0		21.3		130		131.1		97.6		34		Transit franchise	59.8		49.0		22		172.9		131.1		32
Posting, maintenance and other	Posting, maintenance and other	49.0		39.5		24		139.3		145.1		(4)		Posting, maintenance and other	58.4		49.0		19		164.8		139.3		18
Total operating expenses	Total operating expenses	$	199.8	$	155.8	28		$	567.0	$	534.6	6		Total operating expenses	$	232.6	$	199.8	16		$	671.9	$	567.0	19

Billboard property lease expenses represented 32% of billboard revenues in the three months ended September 30, ~~2021, 40%~~2022, 32% in the three months ended September 30, ~~2020,~~2021, 33% of billboard revenues in the nine months ended September 30, 2022, and 36% in the nine months ended September 30, ~~2021, and 42%~~2021. The decrease in billboard property lease expenses as a percentage of revenues in the nine months ended September 30, ~~2020.~~2022, is primarily due to an increase in billboard revenues and the fixed nature of certain billboard property lease expenses (see Note 5. Leases to the Consolidated Financial Statements).

Transit franchise expenses represented ~~66%~~67% of transit display revenues in the three months ended September 30, ~~2021, 59%~~2022, 66% in the three months ended September 30, ~~2020,~~2021, 71% of transit display revenues in the nine months ended September 30, 2022, and 87% in the nine months ended September 30, ~~2021 and 62% in the nine months ended September 30, 2020.~~2021. The ~~increases~~decrease in transit franchise expense as a percentage of revenues in the nine months ended September 30, 2022, are primarily driven by an increase in transit revenue, while the MTA was paid guaranteed minimum annual payments toin each of the ~~New York Metropolitan Transportation Authority (the “MTA”).~~

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three and nine months ended September 30, 2022 and 2021.

Billboard property lease and transit franchise expenses increased ~~$34.5~~$23.4 million, or 16%, in the three months ended September 30, 2022, and increased $79.4 million, or 19%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily due to higher billboard and transit revenues, and higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses as a percentage of Revenues were 13% in the three months ended September 30, 2022, 12% in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues. Billboard property lease and transit franchise expenses increased $38.2 million13% in the nine months ended September 30, ~~2021, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA~~2022, and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning14% in the ~~second quarter of 2020.~~

nine months ended September 30, 2021. Posting, maintenance and other expenses increased ~~$9.5~~$9.4 million, or ~~24%~~19%, in the three months ended September 30, ~~2021, compared to the same prior year period, primarily due to~~2022, and increased revenues in 2021 as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Posting, maintenance and other expenses decreased $5.8$25.5 million, or 4%18%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year ~~period,~~periods, primarily due to ~~the impact of the Sports Disposition, partially offset by an increase~~higher compensation-related expenses, increased activity resulting in higher production and materials cost, higher posting and rotation costs, ~~as well as~~and higher maintenance ~~costs.~~and utilities cost, driven by economic recovery from the COVID-19 pandemic and inflation-driven cost increases in 2022.

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

SG&A expenses represented 23% of Revenues in the three months ended September 30, 2022, 25% of Revenues in the three months ended September 30, 2021, ~~26% in the three months ended September 30, 2020, 26%~~24% of Revenues in the nine months ended September 30, ~~2021~~2022, and 26% of Revenuesin

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the same prior-year period. SG&A expenses increased ~~$26.0~~$8.0 million, or ~~36%~~8%, in the three months ended September 30, ~~2021,~~2022, compared to the same prior-year period, primarily due to higher compensation-related expenses, including commissions and salaries, driven by both business performance improvements during the period and the impact of COVID-19 on the third quarter of 2021, a higher ~~professional fees,~~provision for doubtful accounts and increased business travel resulting in higher travel and entertainment expenses, partially offset by ~~a lower provision for doubtful allowances.~~the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain employees. SG&A expenses increased ~~$31.9~~$47.9 million, or ~~14%~~18%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period, primarily due to higher compensation-related expenses, including commissions, salaries and bonuses, driven by both business performance improvements during the period and the impact of COVID-19 on 2021, a higher provision for doubtful accounts, increased post-COVID-19 pandemic travel resulting in higher travel and entertainment expenses, and higher professional fees, partially offset by ~~a lower provision for doubtful allowances and~~ the impact of market fluctuations on an equity-linked retirement plan offered by the ~~Sports Disposition. Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1~~Company to certain employees.

Net (Gain) Loss on Dispositions

Net loss on dispositions was $0.2 million in the three months ended September 30, ~~2020, and $26.7~~2022, compared to a Net gain on dispositions of $0.4 million in the same prior-year period. Net loss on dispositions was $0.1 million in the nine months ended September 30, ~~2020, from~~2022, compared to a ~~Amortization~~ to ~~Selling, general and administrative~~ ~~expenses.~~

~~Net Gain on Dispositions~~

Net gain on dispositions ~~decreased $7.6~~of $3.6 million ~~or 95%,~~ in ~~the three months ended September 30, 2021, compared to the same prior-year period and decreased $9.7 million, or 73%, for the nine months ended September 30, 2021, compared to~~ the same prior-year period.

Depreciation

Depreciation ~~decreased $1.4~~increased $0.3 million, or 7%2%, in the three months ended September 30, ~~2021, compared to the same prior-year period~~2022, and decreased ~~$3.6~~$1.0 million, or 6%2%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year ~~period.~~periods.

Amortization

Amortization increased ~~$1.4~~$3.5 million, or 9%21%, in the three months ended September 30, ~~2021,~~2022, compared to the same prior-year ~~period and~~period. Amortization increased ~~$3.7~~$2.9 million, or 8%6%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period. The increases were ~~principally driven by~~due primarily to higher amortization of ~~intangible assets. Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020,~~leasehold interest intangibles recorded related to asset acquisitions completed during 2021 and ~~$26.7 million in the nine months ended September 30, 2020, from~~ ~~Amortization~~ to ~~Selling, general and administrative~~ ~~expenses.~~2022.

Interest Expense, Net

Interest expense, net, was ~~$31.8~~$33.6 million (including ~~$1.7~~$1.6 million of deferred financing costs) in the three months ended September 30, ~~2021, and $34.2~~2022, compared to $31.8 million (including ~~$1.8~~$1.7 million of deferred financing costs) in the same prior-year ~~period. The decrease in~~ ~~Interest expense, net, was~~period, primarily due to ~~lower~~higher interest ~~rates.~~rates, partially offset by the impact of interest rate swaps in 2021. Interest expense, net, was ~~$98.5~~$95.9 million (including ~~$5.5~~$4.9 million of deferred financing costs) in the nine months ended September 30, ~~2021,~~2022, and ~~$97.3~~$98.5 million (including ~~$4.8~~$5.5 million of deferred financing costs) in the same prior-year ~~period. The increase in~~ ~~Interest expense, net,~~ ~~was~~period, primarily due to a ~~higher~~lower outstanding average debt balance and ~~higher amortization~~the impact of ~~deferred financing costs,~~interest rate swaps in 2021, partially offset by ~~lower~~higher interest rates.

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Loss on Extinguishment of Debt

In the nine months ended September 30, 2021, we recorded a loss on extinguishment of debt of $6.3 million relating to the redemption of our 5.625% Senior Unsecured Notes due ~~2024.~~2024 in the first quarter of 2021.

Benefit (Provision) ~~Benefit~~ for Income Taxes

~~Provision~~Benefit for income taxes ~~decreased $2.4~~was $0.3 million ~~or 69%,~~ in the three months ended September 30, ~~2021,~~2022, compared to Provision for income taxes of $1.1 million in the same prior-year period, due primarily to higher taxable REIT subsidiary (“TRS”) losses in 2022 compared to the same prior-year period, partially offset by slightly higher income in Canada in 2022 compared to the same prior-year period. Benefit for income taxes decreased $4.8 million, or 80%, in the nine months ended September 30, 2022, compared to the same prior-year period, due primarily to ~~lower taxable REIT subsidiary~~ income ~~driven by the gain related to the Sports disposition~~ in ~~2020.~~ ~~Benefit for income taxes~~ ~~was $6.0 million~~Canada in ~~the nine months ended September 30, 2021,~~2022 compared to a ~~Provision for income taxes~~ ~~of $0.3 million~~losses in ~~the same prior-year period due primarily to the gain related to the Sports Disposition~~Canada in ~~2020.~~2021 and lower TRS losses in 2022.

Net Income (Loss)

Net income before allocation to non-controlling interests ~~was $33.2~~increased $7.9 million, or 23.8%, in the three months ended September 30, ~~2021, compared to a~~ ~~Net loss before allocation to non-controlling interests~~ of $13.3 million in the same prior-year period, due primarily to higher operating income, as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. ~~Net loss before allocation to non-controlling interests~~ ~~decreased $29.9 million, or 46%, in the nine months ended September 30, 2021,~~2022, compared to the same prior-year period, due primarily to higher operating income, as we have experienced increases in customer advertising expenditures and overall demand for our services. Net income before allocation to non-controlling interests was $89.6 million in the nine months ended September 30, 2022, compared to a Net loss before allocation to non-controlling interests of $35.1 million in the same prior-year period, due primarily to higher operating income, as we

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have experienced increases in customer advertising expenditures and overall demand for our services, ~~from the COVID-19 pandemic lows~~and a loss on extinguishment of debt in ~~2020.~~2021, partially offset by a lower benefit for income taxes.

Segment Results of Operations

We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments. (See the “Key Performance Indicators” section of this MD&A and Note ~~19.~~17. Segment Information to the Consolidated Financial Statements.)

We currently manage our operations through two operating segments—U.S. Billboard and Transit, which is included in our U.S. Media reportable segment, and International. International does not meet the criteria to be a reportable segment and accordingly, is included in Other. Our segment reporting therefore includes U.S. Media and Other.

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The following table presents our Revenues, Adjusted OIBDA and Operating income ~~(loss)~~ by segment in the three and nine months ended September 30, ~~2021~~2022 and ~~2020. In the third quarter of 2020, we completed the Sports Disposition. Historical operating results for our Sports Marketing operating segment through June 30, 2020, are included in~~ ~~Other~~.2021.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
U.S. Media	U.S. Media	$	376.2	$	265.8	$	943.4	$	834.0	U.S. Media	$	428.0	$	376.2	$	1,204.7	$	943.4
Other	Other	23.0		16.5		56.0		66.5		Other	25.7		23.0		72.7		56.0
Total revenues	Total revenues	$	399.2	$	282.3	$	999.4	$	900.5	Total revenues	$	453.7	$	399.2	$	1,277.4	$	999.4

Operating income	Operating income	$	65.0	$	25.1	$	63.1	$	33.0	Operating income	$	74.3	$	65.0	$	182.7	$	63.1
Restructuring charges		—		0.6		—		5.3
Net gain on dispositions		(0.4)		(8.0)		(3.6)		(13.3)

Net (gain) loss on dispositions										Net (gain) loss on dispositions	0.2		(0.4)		0.1		(3.6)
Depreciation	Depreciation	19.6		21.0		59.6		63.2		Depreciation	19.9		19.6		58.6		59.6
Amortization~~(a)~~	Amortization~~(a)~~	16.7		15.3		49.4		45.7		Amortization~~(a)~~	20.2		16.7		52.3		49.4
Stock-based compensation~~(b)~~(a)	Stock-based compensation~~(b)~~(a)	7.2		5.4		20.7		16.4		Stock-based compensation~~(b)~~(a)	8.6		7.2		25.0		20.7
Total Adjusted OIBDA(a)		$	108.1	$	59.4	$	189.2	$	150.3
Total Adjusted OIBDA										Total Adjusted OIBDA	$	123.2	$	108.1	$	318.7	$	189.2

Adjusted OIBDA:	Adjusted OIBDA:									Adjusted OIBDA:
U.S. Media(a)		$	116.4	$	65.9	$	221.6	$	177.3
Other(a)		4.8		2.4		4.4		(3.3)
U.S. Media										U.S. Media	$	128.2	$	116.4	$	337.5	$	221.6
Other										Other	5.8		4.8		14.2		4.4
Corporate	Corporate	(13.1)		(8.9)		(36.8)		(23.7)		Corporate	(10.8)		(13.1)		(33.0)		(36.8)
Total Adjusted OIBDA(a)		$	108.1	$	59.4	$	189.2	$	150.3
Total Adjusted OIBDA										Total Adjusted OIBDA	$	123.2	$	108.1	$	318.7	$	189.2

Operating income (loss):	Operating income (loss):									Operating income (loss):
U.S. Media	U.S. Media	$	83.5	$	31.9	$	122.2	$	75.4	U.S. Media	$	91.3	$	83.5	$	235.9	$	122.2
Other	Other	1.8		7.5		(1.6)		(1.3)		Other	2.4		1.8		4.8		(1.6)
Corporate	Corporate	(20.3)		(14.3)		(57.5)		(41.1)		Corporate	(19.4)		(20.3)		(58.0)		(57.5)
Total operating income	Total operating income	$	65.0	$	25.1	$	63.1	$	33.0	Total operating income	$	74.3	$	65.0	$	182.7	$	63.1

(a)Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $9.1 million in the three months ended September 30, 2020, of which $8.3 million was recorded in our ~~U.S. Media~~ ~~segment and $0.8 million was recorded in~~ ~~Other, and $26.7 million in the nine months ended September 30, 2020, of which $25.1 million was recorded in our~~ ~~U.S. Media~~ ~~segment and $1.6 million was recorded in~~ ~~Other, from~~ ~~Amortization~~ to ~~SG&A~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

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

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U.S. Media

Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2021 2020 Change 2021 2020 Change
Revenues:
Billboard $ 298.4 $ 226.0 32 % $ 782.7 $ 663.9 18 %
Transit and other 77.8 39.8 95 160.7 170.1 (6)
Total revenues 376.2 265.8 42 943.4 834.0 13
Operating expenses (186.9) (145.9) 28 (529.8) (483.6) 10
SG&A expenses(a)
(72.9) (54.0) 35 (192.0) (173.1) 11
Adjusted OIBDA(a)
$ 116.4 $ 65.9 77 $ 221.6 $ 177.3 25
Adjusted OIBDA(a) margin
31 % 25 % 23 % 21 %
Operating income (loss) $ 83.5 $ 31.9 * $ 122.2 $ 75.4 62
Restructuring charges — 0.4 * — 3.4 *
Net gain on dispositions (0.4) — * (0.6) (1.2) (50)
Depreciation and amortization(a)
33.3 33.6 (1) 100.0 99.7 —
Adjusted OIBDA(a)
$ 116.4 $ 65.9 77 $ 221.6 $ 177.3 25

* Calculation is not meaningful.

~~(a)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $8.3 million in the three months ended September 30, 2020, and $25.1 million in the nine months ended September 30, 2020, in our ~~U.S. Media~~ ~~segment from~~ ~~Amortization~~ to ~~SG&A~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

~~Total~~ ~~U.S. Media~~ segment revenues increased $110.4 million, or 42%, in the three months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Total ~~U.S. Media~~ segment revenues increased $109.4 million, or 13%, in the nine months ended September 30, 2021, compared to the same prior-year period, due primarily to an increase in billboard average revenue per display (yield) as discussed above, partially offset by a decline in transit average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020. In each of the three months ended September 30, 2021 and 2020, we generated approximately 43% of our ~~U.S. Media~~ ~~segment revenues from national advertising. In the nine months ended September 30, 2021, we generated approximately 40% of our~~ ~~U.S. Media~~ ~~segment revenues from national advertising campaigns and 41% in the same prior-year period.~~

~~Revenues from~~ ~~U.S. Media~~ segment billboards increased $72.4 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and $118.8 million, or 18%, in the nine months ended September 30, 2021, compared to the same prior-year period. The increases were driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

~~Transit and other revenues in the~~ ~~U.S. Media~~ segment increased $38.0 million, or 95%, in the three months ended September 30, 2021, compared to the same prior-year period, driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Transit and other revenues in the ~~U.S. Media~~ segment decreased $9.4 million, or 6%, in the nine months ended September 30, 2021, compared to the same prior-year period, driven by a decline in average revenue per display (yield) as we have experienced slower increases in customer advertising expenditures and overall demand for our services, particularly in the first quarter of 2021, primarily due to low transit ridership numbers compared to pre-COVID-19 transit ridership numbers in the first quarter of 2020.

~~U.S. Media~~ segment operating expenses increased $41.0 million, or 28%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard and transit revenues. ~~U.S. Media~~ ~~segment SG&A expenses increased $18.9 million, or 35%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher compensation-related~~

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~~costs, partially offset by a lower provision for doubtful allowances.~~ ~~U.S. Media~~ segment operating expenses increased $46.2 million, or 10%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA and higher billboard revenues, partially offset by lower transit revenues and the impact of agreements with transit franchise partners to modify our existing guaranteed minimum annual payments to revenue share percentages beginning in the second quarter of 2020. ~~U.S. Media~~ segment SG&A expenses in the nine months ended September 30, 2021, increased $18.9 million, or 11%, compared to the same prior-year period, primarily driven by higher compensation-related costs, partially offset by a lower provision for doubtful allowances.

~~U.S. Media~~ segment Adjusted OIBDA increased $50.5 million, or 77%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $44.3 million, or 25%, in the nine months ended September 30, 2021, compared to the same prior-year period. Adjusted OIBDA margin was 31% in the three months ended September 30, 2021, 25% in the three months ended September 30, 2020, 23% in the nine months ended September 30, 2021, and 21% in the same prior-year period.

~~Other~~


		Three Months Ended								Nine Months Ended									Three Months Ended								Nine Months Ended
		September 30,						%		September 30,						%			September 30,						%		September 30,						%
(in millions, except percentages)	(in millions, except percentages)	2021			2020			Change		2021			2020			Change		(in millions, except percentages)	2022			2021			Change		2022			2021			Change
Revenues:	Revenues:																	Revenues:
Billboard	Billboard	$	19.0		$	13.9		37	%	$	45.6		$	35.4		29	%	Billboard	$	335.3		$	298.4		12	%	$	950.8		$	782.7		21	%
Transit and other	Transit and other	4.0			2.6			54		10.4			31.1			(67)		Transit and other	92.7			77.8			19		253.9			160.7			58
Total revenues	Total revenues	$	23.0		$	16.5		39		$	56.0		$	66.5		(16)		Total revenues	$	428.0		$	376.2		14		$	1,204.7		$	943.4		28

Organic revenues(a):	Organic revenues(a):																	Organic revenues(a):
Billboard	Billboard	$	19.0		$	14.7		29		$	45.6		$	38.0		20		Billboard	$	330.9		$	298.4		11		$	944.0		$	782.7		21
Transit and other	Transit and other	4.0			2.7			48		10.4			5.8			79		Transit and other	92.7			77.8			19		253.9			160.7			58
Total organic revenues(a)	Total organic revenues(a)	23.0			17.4			32		56.0			43.8			28		Total organic revenues(a)	423.6			376.2			13		1,197.9			943.4			27
Non-organic revenues:	Non-organic revenues:																	Non-organic revenues:
Billboard	Billboard	—			(0.8)			*		—			(2.6)			*		Billboard	4.4			—			*		6.8			—			*
Transit and other	Transit and other	—			(0.1)			*		—			25.3			*		Transit and other	—			—			*		—			—			*
Total non-organic revenues	Total non-organic revenues	—			(0.9)			*		—			22.7			*		Total non-organic revenues	4.4			—			*		6.8			—			*
Total revenues	Total revenues	23.0			16.5			39		56.0			66.5			(16)		Total revenues	428.0			376.2			14		1,204.7			943.4			28
Operating expenses	Operating expenses	(12.9)			(9.9)			30		(37.2)			(51.0)			(27)		Operating expenses	(218.5)			(186.9)			17		(630.1)			(529.8)			19
SG&A expenses~~(b)~~	SG&A expenses~~(b)~~	(5.3)			(4.2)			26		(14.4)			(18.8)			(23)		SG&A expenses~~(b)~~	(81.3)			(72.9)			12		(237.1)			(192.0)			23
Adjusted OIBDA~~(b)~~	Adjusted OIBDA~~(b)~~	$	4.8		$	2.4		100		$	4.4		$	(3.3)		*		Adjusted OIBDA~~(b)~~	$	128.2		$	116.4		10		$	337.5		$	221.6		52
Adjusted OIBDA(b) margin		21		%	15		%			8		%	(5)		%
Adjusted OIBDA margin																		Adjusted OIBDA margin	30		%	31		%			28		%	23		%

Operating income (loss)		$	1.8		$	7.5		*		$	(1.6)		$	(1.3)		23
Restructuring charges		—			0.2			*		—			0.9			*
Net gain on dispositions		—			(8.0)			*		(3.0)			(12.1)			(75)
Operating income																		Operating income	$	91.3		$	83.5		9		$	235.9		$	122.2		93

Net (gain) loss on dispositions																		Net (gain) loss on dispositions	0.2			(0.4)			*		0.1			(0.6)			*
Depreciation and amortization~~(b)~~	Depreciation and amortization~~(b)~~	3.0			2.7			11		9.0			9.2			(2)		Depreciation and amortization~~(b)~~	36.7			33.3			10		101.5			100.0			2
Adjusted OIBDA~~(b)~~	Adjusted OIBDA~~(b)~~	$	4.8		$	2.4		100		$	4.4		$	(3.3)		*		Adjusted OIBDA~~(b)~~	$	128.2		$	116.4		10		$	337.5		$	221.6		52

* Calculation is not meaningful.

(a)Organic revenues exclude revenues associated with a ~~disposition~~significant acquisition (“non-organic revenues”).

Total U.S. Media segment revenues increased $51.8 million, or 14%, in the three months ended September 30, 2022, and increased $261.3 million, or 28%, in the nine months ended September 30, 2022, compared to the same prior-year periods, due primarily to stronger transit revenues and higher billboard revenues. While transit revenues have increased, transit revenues remain below pre-COVID-19 pandemic levels, as overall ridership remains materially below pre-COVID-19 pandemic levels. We generated approximately 45% of our U.S. Media segment revenues from national advertising campaigns in the three months ended September 30, 2022, 43% in the three months ended September 30, 2021, 43% in the nine months ended September 30, 2022, and 41% in the nine months ended September 30, 2021.

In the three and nine months ended September 30, 2022, non-organic revenues reflect the impact of a significant acquisition.

Billboard revenues in the U.S. Media segment increased $36.9 million, or 12%, in the three months ended September 30, 2022, and increased $168.1 million, or 21%, in the nine months ended September 30, 2022, compared to the same prior-year periods, reflecting an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services and the impact of new and lost billboards in the period, including acquisitions.

Organic billboard revenues in the U.S. Media segment increased $32.5 million, or 11%, in the three months ended September 30, 2022, and increased $161.3 million, or 21%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily due to an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services and the net effect of new and lost billboards in the period, including certain acquisitions.

Transit and other revenues in the U.S. Media segment increased $14.9 million, or 19%, in the three months ended September 30, 2022, and increased $93.2 million, or 58%, in the nine months ended September 30, 2022, compared to the same prior-year

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periods, primarily driven by an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services due to an increase in transit ridership, partially offset by the loss of a transit franchise contract.

Organic transit and other revenues in the U.S. Media segment increased $14.9 million, or 19%, in the three months ended September 30, 2022, and increased $93.2 million, or 58%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily driven by an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services due to an increase in transit ridership, partially offset by the loss of a transit franchise contract.

Operating expenses in the U.S. Media segment increased $31.6 million, or 17%, in the three months ended September 30, 2022, and increased $100.3 million, or 19%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily driven by higher transit franchise and billboard lease costs associated with the increase in revenue, higher compensation-related expenses, increased activity resulting in higher production and materials cost, higher posting and rotation costs, and higher maintenance and utilities cost, driven by economic recovery from the COVID-19 pandemic and inflation-driven utility cost increases in 2022, as well as higher guaranteed minimum annual payments to the MTA.

SG&A expenses in the U.S. Media segment increased $8.4 million, or 12%, in the three months ended September 30, 2022, driven by and increased $45.1 million, or 23%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily driven by higher compensation-related expenses, including commissions, salaries and bonuses, increased business travel resulting in higher travel and entertainment expenses, and a higher provision for doubtful accounts.

U.S. Media segment Adjusted OIBDA increased $11.8 million, or 10%, in the three months ended September 30, 2022, and increased $115.9 million, or 52%, in the nine months ended September 30, 2022, compared to the same prior-year periods. Adjusted OIBDA margin was 30% in the three months ended September 30, 2022, 31% in the three months ended September 30, 2021, 28% in the nine months ended September 30, 2022, and 23% in the same prior-year period.

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Other


	Three Months Ended								Nine Months Ended
	September 30,						%		September 30,						%
(in millions, except percentages)	2022			2021			Change		2022			2021			Change
Revenues:
Billboard	$	19.7		$	19.0		4	%	$	56.4		$	45.6		24	%
Transit and other	6.0			4.0			50		16.3			10.4			57
Total revenues	$	25.7		$	23.0		12		$	72.7		$	56.0		30

Organic revenues(a):
Billboard	$	19.7		$	18.2		8		$	56.4		$	44.3		27
Transit and other	6.0			3.8			58		16.3			10.1			61
Total organic revenues(a)	25.7			22.0			17		72.7			54.4			34
Non-organic revenues:
Billboard	—			0.8			*		—			1.3			*
Transit and other	—			0.2			*		—			0.3			*
Total non-organic revenues	—			1.0			*		—			1.6			*
Total revenues	25.7			23.0			12		72.7			56.0			30
Operating expenses	(14.1)			(12.9)			9		(41.8)			(37.2)			12
SG&A expenses	(5.8)			(5.3)			9		(16.7)			(14.4)			16
Adjusted OIBDA	$	5.8		$	4.8		21		$	14.2		$	4.4		*
Adjusted OIBDA margin	23		%	21		%			20		%	8		%

Operating income (loss)	$	2.4		$	1.8		33		$	4.8		$	(1.6)		*

Net gain on dispositions	—			—			*		—			(3.0)			*
Depreciation and amortization	3.4			3.0			13		9.4			9.0			4
Adjusted OIBDA	$	5.8		$	4.8		21		$	14.2		$	4.4		*

* Calculation is not meaningful.

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

~~(b)~~Consistent with the current year’s presentation, we have reclassified amortization of direct lease acquisition costs of $0.8 million in the three months ended September 30, 2020, and $1.6 million in the nine months ended September 30, 2020, in ~~Other~~ ~~from~~ ~~Amortization~~ to ~~SG&A~~ ~~expenses, resulting in a corresponding decrease in Adjusted OIBDA.~~

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

Total Other revenues increased ~~$6.5~~$2.7 million, or ~~39%~~12%, in the three months ended September 30, 2022, and increased $16.7 million, or 30%, in the nine months ended September 30, 2022, compared to the same prior-year periods, reflecting an increase in average revenue per display (yield) as we have experienced increases in overall demand for our services.

In the three and nine months ended September 30, 2021, non-organic revenues exclude the impact of foreign currency exchange rates.

Other operating expenses increased $1.2 million, or 9%, in the three months ended September 30, 2022, and increased $4.6 million, or 12%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily driven by higher expenses in Canada. Other SG&A expenses increased $0.5 million, or 9%, in the three months ended September 30, 2022, and increased $2.3 million, or 16%, in the nine months ended September 30, 2022, compared to the same prior-year periods, primarily driven by higher expenses in Canada.

Other Adjusted OIBDA increased $1.0 million, or 21%, in the three months ended September 30, 2022, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) ~~as we have experienced increases in~~

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~~customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020. Total~~. Other ~~revenues decreased $10.5~~Adjusted OIBDA increased $9.8 million ~~or 16%,~~ in the nine months ended September 30, 2021, compared to the same prior-year period, reflecting the Sports Disposition, partially offset by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

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

~~Organic~~ ~~Other~~ revenues increased $5.6 million, or 32%, in the three months ended September 30, 2021, compared to the same prior-year period and increased $12.2 million, or 28%, in the nine months ended September 30, 2021, compared to the same prior-year period. The increases were driven by an increase in average revenue per display (yield) as we have experienced increases in customer advertising expenditures and overall demand for our services from the COVID-19 pandemic lows in 2020.

~~Other~~ operating expenses increased $3.0 million, or 30%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher billboard and transit revenues. Other operating expenses decreased $13.8 million, or 27%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition. ~~Other~~ ~~SG&A expenses increased $1.1 million, or 26%, in the three months ended September 30, 2021, compared to the same prior-year period, primarily driven by higher expenses in Canada.~~ ~~Other~~ SG&A expenses decreased $4.4 million, or 23%, in the nine months ended September 30, 2021, compared to the same prior-year period, primarily driven by the impact of the Sports Disposition, partially offset by higher expenses in Canada.

~~Other~~ ~~Adjusted OIBDA increased $2.4 million, or 100.0%, in the three months ended September 30, 2021,~~2022, compared to the same prior-year period, due primarily to an increase in average revenue per display (yield) ~~compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services.~~ ~~Other~~ Adjusted OIBDA was $4.4 million compared to an Adjusted OIBDA loss of $3.3 million in the same prior-year period, due primarily to an increase in average revenue per display (yield) compared to 2020 as a result of the impact of the COVID-19 pandemic on customer advertising expenditures and overall demand for our services..

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Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were ~~$13.1~~$10.8 million in the three months ended September 30, ~~2021,~~2022, compared to ~~$8.9~~$13.1 million in the same prior-year period, primarily due to ~~higher compensation-related expenses, partially offset by~~ the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain ~~employees.~~employees and higher compensation-related expenses, including salaries. Corporate expenses, excluding stock-based compensation, were ~~$36.8~~$33.0 million in the nine months ended September 30, ~~2021,~~2022, compared to ~~$23.7~~$36.8 million in the same prior-year period, primarily due to ~~higher compensation-related expenses and~~ the impact of market fluctuations on an equity-linked retirement plan offered by the Company to certain ~~employees.~~employees, partially offset by higher compensation-related expenses, including salaries and bonuses, and higher professional fees.

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Liquidity and Capital Resources


		As of							As of
(in millions, except percentages)	(in millions, except percentages)	September 30, 2021		December 31, 2020		% Change		(in millions, except percentages)	September 30, 2022		December 31, 2021		% Change
Assets:	Assets:							Assets:
Cash and cash equivalents	Cash and cash equivalents	$	510.3	$	710.4	(28)	%	Cash and cash equivalents	$	81.5	$	424.8	(81)	%
Restricted cash		—		1.6		(100)
Receivables, less allowance ($18.2 in 2021 and $26.3 in 2020)		245.9		209.2		18
Receivables, less allowance ($20.3 in 2022 and $18.5 in 2021)								Receivables, less allowance ($20.3 in 2022 and $18.5 in 2021)	303.0		310.5		(2)
Prepaid lease and transit franchise costs	Prepaid lease and transit franchise costs	11.7		5.4		117		Prepaid lease and transit franchise costs	7.0		12.5		(44)

Prepaid MTA equipment deployment costs								Prepaid MTA equipment deployment costs	2.3		—		*
Other prepaid expenses	Other prepaid expenses	19.0		14.4		32		Other prepaid expenses	22.3		17.8		25
Other current assets	Other current assets	14.3		33.7		(58)		Other current assets	7.9		11.7		(32)
Total current assets	Total current assets	801.2		974.7		(18)		Total current assets	424.0		777.3		(45)
Liabilities:	Liabilities:							Liabilities:
Accounts payable	Accounts payable	62.2		64.9		(4)		Accounts payable	52.8		64.9		(19)
Accrued compensation	Accrued compensation	58.2		35.0		66		Accrued compensation	70.9		74.5		(5)
Accrued interest	Accrued interest	17.6		24.5		(28)		Accrued interest	17.9		30.7		(42)
Accrued lease and transit franchise costs	Accrued lease and transit franchise costs	57.2		65.8		(13)		Accrued lease and transit franchise costs	65.1		60.1		8
Other accrued expenses	Other accrued expenses	39.5		38.0		4		Other accrued expenses	47.8		40.3		19
Deferred revenues	Deferred revenues	35.0		29.5		19		Deferred revenues	43.3		30.9		40
Short-term debt		—		80.0		(100)

Short-term operating lease liabilities	Short-term operating lease liabilities	188.5		176.5		7		Short-term operating lease liabilities	196.7		187.5		5
Other current liabilities	Other current liabilities	18.6		20.7		(10)		Other current liabilities	21.6		18.8		15
Total current liabilities	Total current liabilities	476.8		534.9		(11)		Total current liabilities	516.1		507.7		2
Working capital	Working capital	$	324.4	$	439.8	(26)		Working capital	$	(92.1)	$	269.6	*

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 adjust their spending following the holiday shopping season. Further, certain of our municipal transit contracts require guaranteed minimum annual payments to be paid 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, 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 borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available.

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

Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and

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equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the 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 ~~impact~~current heightened levels of ~~the ongoing COVID-19 pandemic~~inflation and related economic environment if cash on hand and operating cash flows decrease in ~~2021,~~2022, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain. (See the ~~“Overview—COVID-19 Impact”~~“Overview” section of this MD&A.)

~~Table~~Working capital was a deficit of ~~Contents~~

~~The decrease in working capital~~$92.1 million as of September 30, ~~2021,~~2022, compared to working capital of $269.6 million as of December 31, ~~2020,~~2021, is primarily driven by lower cash ~~and other current assets and higher short-term operating lease liabilities, partially offset by higher accounts receivables and lower short-term debt.~~due to acquisitions (see Note 11. Acquisitions to the Consolidated Financial Statements).

Under the MTA agreement, which was amended in June 2020 and July 2021 (as amended, the “MTA Agreement”):

•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations. If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be 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~~ nine months ended September 30, ~~2021,~~2022, and ~~it is unlikely~~ we ~~will~~do not expect to recoup equipment deployment costs in the remainder of ~~2021.~~2022. For the full year of ~~2021,~~2022, we expect our MTA equipment deployment costs to be approximately $100.0 million.

•Term. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year initial term. We have the option to extend this initial 13-year term for an additional five-year period at the end of the 13-year initial term, subject to satisfying certain quantitative and qualitative conditions.

We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, given the ~~uncertainty in the market around the severity~~current heightened levels of inflation and ~~duration of the COVID-19 pandemic,~~related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of September 30, ~~2021,~~2022, we have issued surety bonds in favor of the 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 revenues, to ~~increase~~decrease in ~~2021~~2022 as compared to ~~2020, and~~2021, but be ~~materially~~ higher than pre-COVID-19 pandemic levels. (See the “Overview—COVID-19 Impact” section of this MD&A.)

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As indicated in the table below, we incurred ~~$58.6~~$66.6 million related to MTA equipment deployment costs in the nine months ended September 30, ~~2021~~2022 (which includes equipment deployment costs related to future deployments), for a total of ~~$409.7~~$513.6 million to date, of which $33.9 million had been recouped from incremental revenues to date and as of September 30, ~~2021, $45.2~~2022, $49.1 million has been funded by the MTA. As of September 30, ~~2021, 9,180~~2022, 13,657 digital displays had been installed, composed of ~~which 1,359 installations occurred in~~4,804 digital advertising screens on subway and train platforms and entrances, 4,638 smaller-format digital advertising screens on rolling stock and 4,215 MTA communications displays. In the three months ended September 30, ~~2021,~~2022, 496 installations occurred, for a total of ~~1,800~~2,565 installations occurring in the nine months ended September 30, ~~2021.~~2022.

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(in millions)	(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization		Ending Balance		(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment/MTA Funding		Amortization		Ending Balance
Nine months ended September 30, 2021:
Nine months ended September 30, 2022:												Nine months ended September 30, 2022:
Prepaid MTA equipment deployment costs	Prepaid MTA equipment deployment costs	$	204.6	$	40.9	$	—	$	—	$	245.5	Prepaid MTA equipment deployment costs	$	279.8	$	61.1	$	—	$	—	$	340.9
Other current assets	Other current assets	28.0		6.3		(28.8)		—		5.5		Other current assets	5.2		0.1		(3.7)		—		1.6
Intangible assets (franchise agreements)	Intangible assets (franchise agreements)	58.4		11.4		—		(7.3)		62.5		Intangible assets (franchise agreements)	63.0		5.4		—		(4.4)		64.0
Total	Total	$	291.0	$	58.6	$	(28.8)	$	(7.3)	$	313.5	Total	$	348.0	$	66.6	$	(3.7)	$	(4.4)	$	406.5

Year ended December 31, 2020:
Year ended December 31, 2021:												Year ended December 31, 2021:
Prepaid MTA equipment deployment costs	Prepaid MTA equipment deployment costs	$	171.5	$	33.1	$	—	$	—	$	204.6	Prepaid MTA equipment deployment costs	$	204.6	$	75.2	$	—	$	—	$	279.8
Other current assets	Other current assets	—		44.4		(16.4)		—		28.0		Other current assets	28.0		6.2		(29.0)		—		5.2
Intangible assets (franchise agreements)	Intangible assets (franchise agreements)	38.3		26.0		—		(5.9)		58.4		Intangible assets (franchise agreements)	58.4		14.5		—		(9.9)		63.0
Total	Total	$	209.8	$	103.5	$	(16.4)	$	(5.9)	$	291.0	Total	$	291.0	$	95.9	$	(29.0)	$	(9.9)	$	348.0

Debt

Debt, net, consists of the following:


		As of							As of
(in millions, except percentages)	(in millions, except percentages)	September 30, 2021			December 31, 2020			(in millions, except percentages)	September 30, 2022			December 31, 2021
Short-term debt:

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

Long-term debt:	Long-term debt:							Long-term debt:

Term loan, due 2026	Term loan, due 2026	598.1			597.8			Term loan, due 2026	$	598.5		$	598.2

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

Debt issuance costs	Debt issuance costs	(28.8)			(28.3)			Debt issuance costs	(23.9)			(27.6)
Total long-term debt, net	Total long-term debt, net	2,619.3			2,620.8			Total long-term debt, net	2,624.6			2,620.6

Total debt, net	Total debt, net	$	2,619.3		$	2,700.8		Total debt, net	$	2,624.6		$	2,620.6

Weighted average cost of debt	Weighted average cost of debt	4.3		%	4.5		%	Weighted average cost of debt	4.9		%	4.3		%


		Payments Due by Period											Payments Due by Period
(in millions)	(in millions)	Total		2021		2022-2023		2024-2025		2026 and thereafter		(in millions)	Total		2022		2023-2024		2025-2026		2027 and thereafter
Long-term debt	Long-term debt	$	2,650.0	$	—	$	—	$	400.0	$	2,250.0	Long-term debt	$	2,650.0	$	—	$	—	$	1,000.0	$	1,650.0
Interest	Interest	808.1		114.7		226.5		213.6		253.3		Interest	808.6		127.6		262.9		225.5		192.6
Total	Total	$	3,458.1	$	114.7	$	226.5	$	613.6	$	2,503.3	Total	$	3,458.6	$	127.6	$	262.9	$	1,225.5	$	1,842.6

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Term Loan

Revolving Credit Facility

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

As of September 30, ~~2021,~~2022, there were no outstanding borrowings under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

Accounts Receivable Securitization ~~Facilities~~Facility

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s ~~taxable REIT subsidiaries (“TRSs”)~~TRSs (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the 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 SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

~~Senior Unsecured Notes~~

On January 19, 2021, two of our wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp” and, together with Finance LLC, the “Borrowers”) issued $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”) in a private placement. The 2029 Notes are2021.

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fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2029 Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2021. On or after January 15, 2024, the Borrowers may redeem at any time, or from time to time, some or all of the 2029 Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount with the net proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the 2029 Notes will remain outstanding after the redemption.

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, 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 restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s ~~(“Finance LLC’s”)~~ 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 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 September 30, ~~2021,~~2022, our Consolidated Total Leverage Ratio was ~~8.2~~5.0 to 1.0 in accordance with the Credit Agreement.

Deferred Financing Costs

Interest Rate Swap ~~Agreements~~Agreement

We ~~have several~~had an interest rate cash flow swap ~~agreements~~agreement to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate ~~debt.~~debt, which matured in June 2022. The fair value of ~~these~~this swap ~~positions~~position was a net liability of approximately ~~$1.7 million as of September 30, 2021, and $5.6~~$0.4 million as of December 31, ~~2020,~~2021, and is included in Other current liabilities on our Consolidated Statement of Financial Position.

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Equity

At-the-Market Equity Offering 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

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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 presents our cash flows in the nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021.

Nine Months Ended
September 30, %
(in millions, except percentages) 2021 2020 Change
Cash provided by operating activities $ 45.1 $ 86.0 (48) %
Cash used for investing activities (106.5) (35.1) *
Cash provided by (used for) financing activities (140.5) 581.0 *
Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.2 (0.6) *
Net increase (decrease) in cash, cash equivalents and restricted cash $ (201.7) $ 631.3 *


	Nine Months Ended
	September 30,				%
(in millions, except percentages)	2022		2021		Change
Net cash flow provided by operating activities	$	174.8	$	45.1	*
Net cash flow used for investing activities	(351.3)		(106.5)		*
Net cash flow used for financing activities	(165.6)		(140.5)		18	%
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1.2)		0.2		*
Net decrease in cash, cash equivalents and restricted cash	$	(343.3)	$	(201.7)	70

*Calculation is not meaningful.

Cash provided by operating activities ~~decreased $40.9~~increased $129.7 million ~~or 48%,~~ in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period, due primarily to ~~an increase~~higher net income in ~~accounts receivables~~2022 compared to 2021 due to increases in overall demand for our services and ~~prepaid MTA equipment deployment costs,~~improved cash collections, partially offset by an increase in ~~accrued expenses, a decrease in~~ prepaid ~~expenses~~MTA equipment deployment costs. In the nine months ended September 30, 2022, we paid net cash of $57.5 million related to MTA equipment deployment costs and ~~a lower net loss due to increases in customer advertising expenditures and overall demand for our services.~~installed 2,565 digital displays. In the nine months ended September 30, 2021, we paid net cash of $18.4 million related to MTA equipment deployment costs and installed 1,800 digital displays. ~~In the nine months ended September 30, 2020, we paid $51.1 million related to MTA equipment deployment costs.~~

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Cash used for investing activities increased ~~$71.4~~$244.8 million in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period, due primarily to higher cash paid for acquisitions, primarily related to an acquisition in the second quarter of 2022 (see Note 11. Acquisitions to the Consolidated Financial Statements) and higher cash paid for capital expenses, partially offset by lower cash paid for MTA franchise ~~rights and lower proceeds from dispositions.~~rights.

The following table presents our capital expenditures in the nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021.


		Nine Months Ended							Nine Months Ended
		September 30,				%			September 30,				%
(in millions, except percentages)	(in millions, except percentages)	2021		2020		Change		(in millions, except percentages)	2022		2021		Change
Growth	Growth	$	27.9	$	28.0	—	%	Growth	$	47.6	$	27.9	71	%
Maintenance	Maintenance	13.3		14.0		(5)		Maintenance	19.0		13.3		43
Total capital expenditures	Total capital expenditures	$	41.2	$	42.0	(2)		Total capital expenditures	$	66.6	$	41.2	62

Capital expenditures ~~decreased $0.8~~increased $25.4 million, or 2%62%, in the nine months ended September 30, ~~2021,~~2022, compared to the same prior-year period, primarily due to ~~lower spending on vehicles, office remodel projects and the installation of the most current LED lighting technology, partially offset by~~ growth in digital displays, growth in transit displays and increased maintenance spending ~~on software~~for billboard display, safety and ~~technology.~~vehicles upgrades.

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For the full year of ~~2021,~~2022, we expect our capital expenditures to ~~range from~~be approximately ~~$70.0 million to $75.0~~$85.0 million, which will be used primarily for growth in digital displays, maintenance, ~~and safety-related projects,~~the renovation of certain office facilities, software and technology, and ~~to renovate certain office facilities.~~safety-related projects. This estimate does not include equipment deployment costs that will be incurred in connection with the MTA agreement (as described above), which will be recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, as applicable.

Cash used byfor financing activities ~~was $140.5~~increased by $25.1 million, or 18%, in the nine months ended September 30, ~~2021,~~2022, compared to~~Cash provided by financing activities~~ ~~of $581.0 million in~~ the same prior-year period. In the nine months ended September 30, 2022, we paid total cash dividends of $154.3 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees. In the nine months ended September 30, 2021, we made a repayment of $80.0 million under ~~the Repurchase Facility~~a 364-day uncommitted structured repurchase facility, which expired on June 29, 2021, and paid total cash dividends of $35.9 million on the Series A Preferred Stock ~~our common stock~~ and vested restricted share units granted to employees. In the nine months ended September 30, 2020, we received net proceeds of $400.0 million related to the issuance of Senior Unsecured Notes due 2025 in a private placement and received net proceeds of $383.8 million related to the issuance of the Series A Preferred Stock to enhance our liquidity position in response to the impact of the COVID-19 pandemic, made net total repayments of $115.0 million on the AR Facility and the Repurchase Facility and paid total cash dividends on the Series A Preferred Stock and on our common stock of $68.1 million.

Cash paid for income taxes was ~~$1.5~~$3.1 million for in the nine months ended September 30, ~~2021~~2022 and ~~$3.1~~$1.5 million in the nine months ended September 30, ~~2020.~~2021.

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. (See Note ~~18.~~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, including the impact of extraordinary events such as the COVID-19 ~~pandemic.~~pandemic and the current heightened levels of inflation. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different ~~assumptions, including the severity and duration of the COVID-19 pandemic.~~assumptions.

For accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~26, 2021.~~24, 2022.

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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, ~~2020,~~2021, filed with the SEC on February ~~26, 2021.~~24, 2022.

Accounting Standards

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be

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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, including declines caused by the COVID-19 ~~pandemic;~~pandemic and the current heightened levels of inflation;

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

•Competition;

•Government regulation;

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

•Losses and costs resulting from recalls and product liability, warranty and intellectual property claims;

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

•Taxes, fees and registration requirements;

•Decreased government compensation for the removal of lawful billboards;

•Content-based restrictions on outdoor advertising;

•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;

•Diverse risks in our 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;

•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;

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•Availability of external sources of capital;

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

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

•Our ability to contribute certain contracts to a 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;

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

•Establishing operating partnerships as part of our REIT structure.

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, ~~2020,~~2021, filed with the SEC on February ~~26, 2021.~~24, 2022. 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.

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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, ~~2020,~~2021, such contracts accounted for ~~17.7%~~11.5% of our total utility costs. As of September 30, ~~2021,~~2022, we had active electricity purchase agreements with fixed contract rates for locations ~~throughout Illinois, New Jersey, Pennsylvania and~~in Texas, which expire ~~at various dates through~~ June 21, 2024.

Foreign Exchange Risk

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating 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, ~~2021,~~2022, we have ~~$1.3~~$10.4 million of unrecognized foreign currency translation losses included within Accumulated other comprehensive loss on our Consolidated Statement of Financial Position.

Substantially all of our transactions at our 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, ~~2021,~~2022, we had a $600.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of ~~1.8%~~4.9% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately ~~$1.0~~$1.5 million.

As of September 30, ~~2021,~~2022, there were no outstanding borrowings under the AR Facility.

We ~~have several interest rate cash flow swap agreements~~are not currently using derivatives or other financial instruments to ~~effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our~~mitigate interest rate risk, ~~related to such variable rate debt. The fair value of these swap positions was a net unrecognized loss of approximately $1.7 million as of September 30, 2021, and is included~~although we may do so in ~~Other liabilities~~ on our Consolidated Statement of Financial Position. The following table provides information about our interest rate swap agreements, which are sensitive to changes in interest rates. Notional amounts are used to calculate the ~~contractual cash flows to be exchanged under the agreements.~~

(in millions, except percentages) 2021 2022 2023 2024 2025 2026 Thereafter Total Fair Value Loss as of 9/30/21
Pay fixed/receive variable $ 150.0 $ 50.0 $ — $ — $ — $ — $ — $ 200.0 $ 1.7
Average pay rate 2.7 % 1.8 % — % — % — % — % — %
Average receive rate(a)
one-month LIBOR one-month LIBOR — — — — —
future.

~~(a)The one-month LIBOR rate was approximately 0.1% as of September 30, 2021.~~

Credit Risk

In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for credit losses are adequate. We ~~have~~ experienced an increase in credit losses as a result of the COVID-19 pandemic and accordingly, we recorded additional provisions for doubtful accounts in 2020. Provisions for doubtful accounts have ~~declined~~increased in the three and nine months ended September 30, ~~2021,~~2022, compared to the same prior-year ~~period and we~~periods, driven by increased business activity. We expect provisions for doubtful accounts to continue to ~~decline~~increase through the remainder of the year. We do not currently use derivatives or other financial instruments to mitigate credit risk.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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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.

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, ~~2020,~~2021, filed with the SEC on February 26, 2021, and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 6, 2021. The impact of the COVID-19 pandemic described in this Quarterly Report on Form 10-Q have heightened certain of the risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, and such risk factors are further qualified by the information relating to the COVID-19 pandemic described in this Quarterly Report on Form 10-Q.24, 2022. There have been no material changes from the risk factors previously disclosed.

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

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer

Total number of shares
purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs

July 1, ~~2021~~2022 through July 31, ~~2021~~2022

—

August 1, ~~2021~~2022 through August 31, ~~2021~~2022

—

September 1, ~~2021~~2022 through September 30, ~~2021~~2022

—

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

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

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

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

~~10.1~~						Amendment No. 7, dated as of July 29, 2021, by and between the Metropolitan Transportation Authority and Outfront Media Group LLC, to Advertising License Agreement, entered into December 8, 2017 (effective as of November 1, 2017) (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36367), filed on August 4, 2021).

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/ Matthew Siegel

Name:

Matthew Siegel

Title:

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: November ~~5, 2021~~4, 2022

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	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2020	2,208,059	$	24.80
Granted:
RSUs	993,536	21.76
PRSUs	567,571	23.34
Vested:
RSUs	(714,016)	24.19
PRSUs	(241,243)	21.83
Forfeitures:
RSUs	(61,421)	21.21
PRSUs	(269,560)	30.27
Non-vested as of September 30, 2021	2,482,926	23.15


	Activity	Weighted Average Exercise Price
Outstanding as of December 31, 2020	103,413	$	26.39
Forfeited or expired	(103,413)	26.39
Outstanding as of September 30, 2021	—	—