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, 2019, filed with the
Securities and Exchange Commission (the "SEC") on February 26, 2020, 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, 2019, filed with the SEC on February 26, 2020, 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.," "150 markets in the U.S. and Canada" and "Nielsen Designated Market
Areas" are based, in whole or in part, on Nielsen Media Research's Designated
Market Area rankings as of January 1, 2020.

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 manage our operations through
three operating segments-(1) U.S. Billboard and Transit, which is included in
our U.S. Media reportable segment, (2) International and (3) Sports Marketing.
International and Sports Marketing do not meet the criteria to be a reportable
segment and accordingly, are both included in Other (see Note 19. 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. We also have
marketing and multimedia rights agreements with colleges, universities and other
educational institutions, which entitle us to operate on-campus advertising
displays, as well as manage marketing opportunities, media rights and
experiential entertainment at sporting events. In total, we have displays in all
of the 25 largest markets in the U.S. and 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.

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 11% of its revenues in the New York
City metropolitan area in the three months ended June 30, 2020, 23% in the three
months ended June 30, 2019, 18% in the six months ended June 30, 2020 and 23% in
the six months ended June 30, 2019, and generated 15% in the Los Angeles
metropolitan area in the three months ended June 30, 2020, 15% in the three
months ended June 30, 2019, 15% in the six months ended June 30, 2020 and 16% in
the six months ended June 30, 2019. In the three months ended June 30, 2020, our
U.S. Media segment generated $213.5 million of Revenues and $37.4 million of
Operating income before Depreciation, Amortization, Net gain on dispositions,
Stock-based compensation and Restructuring charges ("Adjusted OIBDA"). In the
three months ended June 30, 2019, our U.S. Media segment generated $419.6
million of Revenues and $145.8 million of Adjusted OIBDA. In the six months
ended June 30, 2020, our U.S. Media segment generated $568.2 million of Revenues
and $128.2 million of Adjusted OIBDA. In the six months ended June 30, 2019, our
U.S. Media segment generated $758.0 million of Revenues and $240.4 million of
Adjusted OIBDA. (See the "Segment Results of Operations" section of this MD&A.)

Other (includes International and Sports Marketing). In the three months ended
June 30, 2020, Other generated $19.4 million of Revenues and an Adjusted OIBDA
loss of $5.4 million. In the three months ended June 30, 2019, Other generated
$40.3 million of Revenues and $8.8 million of Adjusted OIBDA. In the six months
ended June 30, 2020, Other generated $50.0 million of Revenues and an Adjusted
OIBDA loss of $4.9 million. In the six months ended June 30, 2019, Other
generated $73.6 million of Revenues and $10.0 million of Adjusted OIBDA.

COVID-19 Impact



The novel coronavirus (COVID-19) pandemic and the related preventative measures
taken to help curb the spread, including shutdowns and slowdowns of, and
restrictions on, businesses, public gatherings, social interactions and travel
(including reductions in foot traffic, roadway traffic and transit commuting)
throughout the markets in which we do business have had, and may continue to
have, a significant impact on the global economy and our business. Though
generally we remain able to continue to sell and service our displays, our
business operates billboard and transit franchise agreements in the top DMAs,
such as New York and Los Angeles, where the COVID-19 pandemic has had a
particularly significant impact. The COVID-19 pandemic has (i) interrupted our
ability to build and deploy advertising structures and sites, including digital
displays; (ii) reduced or curtailed our customers' advertising expenditures and
overall demand for our services through purchase cancellations or otherwise;
(iii) increased the volatility of our customers' advertising expenditure
patterns from period-to-period through short-notice purchases, purchase
deferrals or otherwise; and (iv) extended delays in the collection of 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
2020.

As a result of the impact of the COVID-19 pandemic on our business and results
of operations, we expect our key performance indicators, total revenues and
total expenses to be materially lower in 2020 than historical levels,
particularly in our U.S. Media segment and with respect to our transit and other
business. Additionally, we expect transit franchise expenses, billboard property
lease expenses and posting, maintenance and other expenses, such as rental
expenses and minimum annual guarantee payments, to materially increase as a
percentage of revenues more than historical levels, as revenues decline in 2020.
We expect the impacts described above to be greater in the second quarter of
2020 than in the third and fourth quarters of 2020. Accordingly, results for the
three and six months ended June 30, 2020, are not indicative of the results that
may be expected for the fiscal year ending December 31, 2020.

In response to the COVID-19 pandemic, we have prioritized the health and safety
of our employees and customers by (i) shifting to a secure remote workforce for
all personnel other than operations personnel who service our displays and
certain other personnel, (ii) implementing deep cleaning, social distancing and
other protective policies and practices in accordance with federal, state and
local regulations and guidance across all offices and facilities that are open
or in the process of reopening, (iii) restricting non-essential business travel,
and (iv) communicating frequently with our employees and customers to address
any concerns. None of these actions have caused a significant disruption in our
ability to manage the continuity of our business or our internal controls. In
addition, in order to preserve financial flexibility, increase liquidity and
reduce expenses in light of the current uncertainty in the global economy and
our business, we have modified our business goals and undertaken the following
actions, which should be read in conjunction with the "-Analysis of Results of
Operations" and "-Liquidity and Capital Resources" sections of this MD&A:

•Borrowed $470.0 million under the Revolving Credit Facility (as defined below),
which was repaid in full as of June 30, 2020, using the net proceeds from the
offering of the Notes (as defined below) and cash on hand;

•Accessed the capital markets and raised $400.0 million, before expenses, in the Private Placement (as defined below) and issued $400.0 million aggregate principal amount of 6.250% Senior Unsecured Notes due 2025 (the "Notes");


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•Amended the Credit Agreement (as defined below) to modify the calculation of the Company's financial maintenance covenant ratio under the Credit Agreement;



•Amended the agreements governing the AR Securitization Facilities (as defined
below) to temporarily suspend the AR Facility (as defined below) and extend the
Repurchase Facility (as defined below) to June 2021 with a borrowing capacity of
$80.0 million, unless further amended and/or extended;

•Suspended our quarterly dividend payments on our common stock, subject to the minimum annual REIT distribution requirement;



•Suspended our deployment of digital transit displays to reduce costs that may
or may not be recoverable from customer sales or transit franchise partners,
except with respect to the New York Metropolitan Transportation Authority (the
"MTA"), with which we recommenced deployment in the third quarter of 2020;

•Reduced maintenance capital expenditures (other than for necessary safety-related projects) and growth capital expenditures for digital billboard display conversions;

•Paused new acquisition activity; and



•Reduced our posting, maintenance and other, and SG&A (as defined below)
expenses through restrictions on discretionary expenses, a hiring freeze,
workforce reductions, employee furloughs, temporary reductions to certain
employee base salaries, and temporary reductions to the base salaries of our
Chief Executive Officer and other executive officers by 50% and 20%,
respectively, as well as to the cash compensation of our non-employee directors
by 20%, to offset expected decreases in revenues in 2020.

In addition, we have engaged, and will continue to engage, in constructive
conversations with our billboard ground lease landlords, transit franchise
partners and multimedia rights partners to mitigate increases as a percentage of
revenues in billboard property lease expenses, transit franchise expenses and
posting, maintenance and other expenses.

Though we rely on third parties to manufacture and transport our digital
displays, and have not experienced any significant supply chain or logistical
disruptions, we do, however, expect delays as a result of the COVID-19 pandemic
in receiving digital displays as we reinstate our digital billboard display
conversions and deployment of digital transit displays.

We continue to monitor the rapidly evolving situation and guidance from federal,
state and local public health authorities and may take additional actions based
on their recommendations. When the COVID-19 pandemic subsides, there can be no
assurances as to the time it may take to generate revenues at historic levels.
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.

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 as described above.

Business Environment



The outdoor advertising industry is fragmented, consisting of several companies
operating on a national basis, as well as hundreds of smaller regional and local
companies operating a limited number of displays in a single or a few local
geographic markets. We compete with these companies for both customers 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
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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 commenced deployment of state-of-the-art digital transit displays in
connection with several transit franchises and are planning to increase
deployments significantly over the coming years. Once the digital transit
displays have been deployed at scale, we expect that revenue generated on
digital transit displays will be a multiple of the revenue generated on
comparable static transit displays. 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 23 new digital billboard displays in the United
States and 2 in Canada during the six months ended June 30, 2020. Additionally,
in the six months ended June 30, 2020, we entered into marketing arrangements to
sell advertising on 20 third-party digital billboard displays in the U.S. and 12
in Canada. In the six months ended June 30, 2020, we have built, converted or
replaced 884 digital transit and other displays in the United States. As
described above, as a result of the COVID-19 pandemic, we reduced our digital
billboard display conversions and suspended our deployment of digital transit
displays (except with respect to the MTA, with which we recommenced deployment
in the third quarter of 2020). The following table sets forth information
regarding our digital displays.
                                                            Digital Revenues (in millions)                                                                  Number of Digital Displays
                                                               for the Six Months Ended                                                                               as of
                                                                   June 30, 2020(a)                                                                              June 30, 2020(a)
                                                                                                                     Digital              Digital
                                                                      Digital Transit       Total Digital           Billboard           Transit and         Total Digital
Location                                     Digital Billboard           and Other             Revenues             Displays           Other Displays          Displays
United States                               $          83.9           $    34.2             $   118.1                   1,176                7,005                8,181
Canada                                                  7.8                 0.1                   7.9                     202                   93                  295
Total                                       $          91.7           $    34.3             $   126.0                   1,378                7,098                8,476



(a)Digital display amounts (1) include 2,581 displays reserved for transit
agency use and (2) exclude all displays under our multimedia rights agreements
with colleges, universities and other educational institutions. Our number of
digital displays is impacted by acquisitions, dispositions, management
agreements, the net effect of new and lost billboards, and the net effect of won
and lost franchises in the period.

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

We have a diversified base of customers across various industries. During the
three months ended June 30, 2020, our largest categories of advertisers were
professional services, healthcare/pharmaceuticals and retail, which represented
approximately 11%, 10% and 8% of our total U.S. Media segment revenues,
respectively. During the three months ended June 30, 2019, our largest
categories of advertisers were retail, computers/internet and professional
services, each of which represented approximately 9%, 8% and 8% of our total
U.S. Media segment revenues, respectively. During the six months ended June 30,
2020, our largest categories of advertisers were professional services,
healthcare/pharmaceuticals and retail, which represented approximately 10%, 9%
and 8% of our total U.S. Media segment revenues, respectively. During the six
months ended June 30, 2019, our largest categories of advertisers were retail,
professional services and computers/internet, each of which represented
approximately 9%, 8% 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 June 30, 2020, we generated approximately 39%
of our U.S. Media segment revenues from national advertising campaigns compared
to approximately 46% in the same prior-year period. In the six months ended June
30, 2020, we generated approximately 41% of our U.S. Media segment revenues from
national advertising campaigns compared to approximately 43% in the same
prior-year period.

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Our transit businesses requires 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.
                                               Three Months Ended                                                          Six Months Ended
                                                    June 30,                                         %                         June 30,                         %
(in millions, except percentages)            2020              2019             Change             2020                 2019                Change
Revenues                                 $   232.9          $  459.9               (49) %       $  618.2          $       831.6                (26) %
Organic revenues(a)(b)                       232.9             459.1               (49)            618.2                  830.6                (26)
Operating income (loss)                      (25.9)             88.7                    *            7.9                  125.6                (94)
Adjusted OIBDA(b)                             21.7             143.6               (85)            108.5                  230.4                (53)
Adjusted OIBDA(b) margin                         9  %             31  %                               18  %                  28   %
Funds from operations ("FFO")(b)
attributable to OUTFRONT Media
Inc.                                         (27.9)             90.6                    *           16.8                  132.7                (87)
Adjusted FFO ("AFFO")(b)
attributable to OUTFRONT Media
Inc.                                         (21.3)             96.3                    *           18.7                  135.5                (86)
Net income (loss) attributable to
OUTFRONT Media Inc.                          (57.9)             50.3                    *          (51.8)                  56.4                     *



•Calculation is not meaningful.
(a)Organic revenues exclude 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 to Adjusted OIBDA,
Net income attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT
Media Inc. and AFFO attributable to OUTFRONT Media Inc. and Revenues to organic
revenues.

Adjusted OIBDA

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

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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, as well as certain
non-cash items, including non-real estate depreciation and amortization,
stock-based compensation expense, accretion expense, the non-cash effect of
straight-line rent, amortization of deferred financing costs and the same
adjustments for our non-controlling interests, as well as 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                                   Six Months Ended
                                                             June 30,                                            June 30,
(in millions, except per share amounts)               2020              2019              2020                  2019
Total revenues                                    $   232.9          $  459.9          $  618.2          $        831.6

Operating income (loss)                           $   (25.9)         $   88.7          $    7.9          $        125.6
Restructuring charges(a)                                4.7                 -               4.7                     0.3
Net (gain) loss on dispositions                        (5.2)              0.4              (5.3)                   (1.1)
Depreciation                                           21.2              21.4              42.2                    42.5
Amortization                                           21.7              27.6              48.0                    52.3
Stock-based compensation                                5.2               5.5              11.0                    10.8
Adjusted OIBDA                                    $    21.7          $  143.6          $  108.5          $        230.4
Adjusted OIBDA margin                                     9  %             31  %             18  %                   28   %

Net income (loss) attributable to OUTFRONT
Media Inc.                                        $   (57.9)         $   50.3          $  (51.8)         $         56.4
Depreciation of billboard advertising
structures                                             15.4              15.9              30.9                    32.2
Amortization of real estate-related
intangible assets                                      12.2              10.9              24.2                    21.8
Amortization of direct lease acquisition
costs                                                   6.3              13.0              17.6                    23.3
Net (gain) loss on disposition of real
estate assets                                          (5.2)              0.4              (5.3)                   (1.1)
Adjustment related to non-controlling
interests                                              (0.1)                -              (0.2)                      -
Adjustment related to equity-based
investments                                               -               0.1                 -                     0.1
Income tax effect of adjustments(b)                     1.4                 -               1.4                       -
FFO attributable to OUTFRONT Media Inc.               (27.9)             90.6              16.8                   132.7
Non-cash portion of income taxes                       (2.8)              1.7              (5.3)                   (0.1)
Cash paid for direct lease acquisition
costs                                                  (8.7)            (10.0)            (23.6)                  (24.0)
Maintenance capital expenditures                       (6.3)             (4.5)            (11.1)                   (8.6)
Restructuring charges - severance(a)                    3.8                 -               3.8                     0.3
Other depreciation                                      5.8               5.5              11.3                    10.3
Other amortization                                      3.2               3.7               6.2                     7.2
Stock-based compensation(a)                             6.1               5.5              11.9                    10.8
Non-cash effect of straight-line rent                   3.6               1.5               4.9                     2.6
Accretion expense                                       0.7               0.7               1.3                     1.3
Amortization of deferred financing costs                1.7               1.6               3.0                     3.0

Adjustment related to non-controlling
interests                                              (0.1)                -              (0.1)                      -
Income tax effect of adjustments(c)                    (0.4)                -              (0.4)                      -

AFFO attributable to OUTFRONT Media Inc. $ (21.3) $ 96.3 $ 18.7 $ 135.5





(a)In 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)Income tax effect related to Net gain on disposition of real estate assets.
(c)Income tax effect related to Restructuring charges - severance.

FFO in the three months ended June 30, 2020, was a deficit of $27.9 million
compared to FFO of $90.6 million in the same prior-year period. AFFO in the
three months ended June 30, 2020, was a deficit of $21.3 million compared to
AFFO of $96.3 million in the same prior-year period. FFO in the six months ended
June 30, 2020, of $16.8 million decreased $115.9 million, or
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87%, compared to the same prior-year period. AFFO in the six months ended June
30, 2020, of $18.7 million decreased $116.8 million, or 86%, compared to the
same prior-year period. The decreases were primarily due to the impact of the
COVID-19 pandemic on revenues, partially offset by cost reduction measures taken
in response to the COVID-19 pandemic.

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. Revenues to the Consolidated Financial Statements.)
                                         Three Months Ended                                                          Six Months Ended
                                              June 30,                                         %                         June 30,                         %
(in millions, except
percentages)                           2020              2019             Change             2020                 2019                Change
Revenues:
Billboard                          $   188.5          $  305.8               (38) %       $  459.4          $       556.8                (17) %
Transit and other                       44.4             154.1               (71)            158.8          $       274.8                (42)
Total revenues                     $   232.9          $  459.9               (49)         $  618.2          $       831.6                (26)

Organic revenues(a):
Billboard                          $   188.5          $  305.2               (38)         $  459.4          $       556.0                (17)
Transit and other                       44.4             153.9               (71)            158.8                  274.6                (42)
Total organic revenues(a)              232.9             459.1               (49)            618.2                  830.6                (26)
Non-organic revenues:
Billboard                                  -               0.6                    *              -                    0.8                     *
Transit and other                          -               0.2                    *              -                    0.2                     *
Total non-organic revenues                 -               0.8                    *              -                    1.0                     *
Total revenues                     $   232.9          $  459.9               (49)         $  618.2          $       831.6                (26)


•Calculation is not meaningful. (a)Organic revenues exclude the impact of foreign currency exchange rates ("non-organic revenues").



Total revenues decreased $227.0 million, or 49%, and organic revenues decreased
$226.2 million, or 49%, in the three months ended June 30, 2020, compared to the
same prior-year period. Total revenues decreased by $213.4 million, or 26%, and
organic revenues decreased $212.4 million, or 26%, in the six months ended June
30, 2020, compared to the same prior-year period.

In each of the three and six months ended June 30, 2019, non-organic revenues reflect the impact of foreign currency exchange rates.



Total billboard revenues decreased $117.3 million, or 38%, in the three months
ended June 30, 2020, compared to the same prior-year period and decreased $97.4
million, or 17%, in the six months ended June 30, 2020, compared to the same
prior-year period. The decreases were principally driven by a decline in average
revenue per display (yield) as a result of the impact of the COVID-19 pandemic
on customer advertising expenditures and overall demand for our services through
purchase cancellations or otherwise.

Organic billboard revenues in the three months ended June 30, 2020, decreased
$116.7 million, or 38%, compared to the same prior-year period and decreased
$96.6 million, or 17%, in the six months ended June 30, 2020, compared to the
same prior-year period. The decreases were principally driven by a decline in
average revenue per display (yield) as a result of the impact of the COVID-19
pandemic on customer advertising expenditures and overall demand for our
services through purchase cancellations or otherwise.

Total transit and other revenues decreased $109.7 million, or 71%, in the three
months ended June 30, 2020, compared to the same prior-year period and decreased
$116.0 million, or 42%, in the six months ended June 30, 2020, compared to the
same
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prior-year period. The decreases were driven by a decline in average revenue per
display (yield) as a result of the impact of the COVID-19 pandemic on customer
advertising expenditures and overall demand for our services through purchase
cancellations or otherwise.

The decrease in organic transit and other revenues in each of the three and six
months ended June 30, 2020, compared to the same prior-year period, is due to a
decline in average revenue per display (yield) as a result of the impact of the
COVID-19 pandemic on customer advertising expenditures and overall demand for
our services through purchase cancellations or otherwise.

Expenses
                                          Three Months Ended                                                          Six Months Ended
                                               June 30,                                         %                         June 30,                         %
(in millions, except
percentages)                            2020              2019             Change             2020                 2019                Change
Expenses:
Operating                           $   154.0          $  240.3               (36) %       $  378.8          $       457.2                (17) %
Selling, general and
administrative                           62.4              81.5               (23)            141.9                  154.8                 (8)
Restructuring charges                     4.7                 -                    *            4.7                    0.3                     *
Net (gain) loss on
dispositions                             (5.2)              0.4                    *           (5.3)                  (1.1)                    *
Depreciation                             21.2              21.4                (1)             42.2                   42.5                 (1)
Amortization                             21.7              27.6               (21)             48.0                   52.3                 (8)
Total expenses                      $   258.8          $  371.2               (30)         $  610.3          $       706.0                (14)


*Calculation is not meaningful.



Operating Expenses
                                         Three Months Ended                                                          Six Months Ended
                                              June 30,                                         %                         June 30,                         %
(in millions, except
percentages)                           2020              2019             Change             2020                 2019                Change
Operating expenses:
Billboard property lease           $    94.1          $  101.7                (7) %       $  196.9          $       197.7                  -  %
Transit franchise                       18.5              73.6               (75)             76.3                  131.7                (42)
Posting, maintenance and
other                                   41.4              65.0               (36)            105.6                  127.8                (17)
Total operating expenses           $   154.0          $  240.3               (36)         $  378.8          $       457.2                (17)



Billboard property lease expenses represented 50% of billboard revenues in the
three months ended June 30, 2020, 33% in the three months ended June 30, 2019,
43% in the six months ended June 30, 2020, and 36% in the six months ended June
30, 2019.

Transit franchise expenses represented 63% of transit display revenues in the
three months ended June 30, 2020, 59% in the three months ended June 30, 2019,
62% in the six months ended June 30, 2020 and 60% in the six months ended June
30, 2019. The increase in transit franchise expense as a percentage of revenues
is primarily driven by an amendment to the MTA agreement, which resulted in the
payment of an increased revenue share percentage instead of guaranteed minimum
annual payments for the three months ended June 30, 2020.

Billboard property lease and transit franchise expenses decreased $62.7 million
in the three months ended June 30, 2020, compared to the same prior-year period.
Billboard property lease and transit franchise expenses decreased $56.2 million
in the six months ended June 30, 2020, compared to the same prior-year period.
The decreases were due primarily to lower billboard and transit revenues
resulting from the impact of the COVID-19 pandemic and lower transit franchise
expenses paid to the MTA in the three months ended June 30, 2020.

Posting, maintenance and other expenses decreased $23.6 million, or 36%, in the
three months ended June 30, 2020, compared to the same prior-year period and
decreased $22.2 million, or 17%, in the six months ended June 30, 2020, compared
to the same prior-year period. The decreases were primarily due to the impact of
the COVID-19 pandemic and the related restrictions
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in the top DMAs reducing or curtailing customer advertising expenditures and
overall demand for our services through purchase cancellations or otherwise.

Selling, General and Administrative Expenses ("SG&A")



SG&A expenses represented 27% of Revenues in the three months ended June 30,
2020, and 18% in the same prior-year period. SG&A expenses decreased $19.1
million, or 23%, in the three months ended June 30, 2020, compared to the same
prior-year period. SG&A expenses represented 23% of Revenues in the six months
ended June 30, 2020 and 19% in the same prior-year period. SG&A expenses
decreased $12.9 million, or 8%, in the six months ended June 30, 2020, compared
to the same prior-year period. The decreases were primarily driven by lower
compensation-related costs and lower professional fees, primarily as a result of
cost reduction measures taken in response to the COVID-19 pandemic, partially
offset by a higher provision for doubtful allowances.

Net (Gain) Loss on Dispositions



Net gain on dispositions was $5.2 million for the three months ended June 30,
2020, compared to a Net loss on dispositions of $0.4 million for the same
prior-year period. Net gain on dispositions was $5.3 million for the six months
ended June 30, 2020, compared to $1.1 million for the same prior-year period.
The gain for the three and six months ended June 30, 2020, was primarily related
to the sale of an office location in Canada. The gain for the six months ended
June 30, 2019, primarily related to the sale of an office location in the U.S.

Depreciation



Depreciation decreased $0.2 million, or 1% in the three months ended June 30,
2020, compared to the same prior-year period and decreased $0.3 million, or 1%,
in the six months ended June 30, 2020, compared to the same prior-year period.

Amortization



Amortization decreased $5.9 million, or 21%, in the three months ended June 30,
2020, compared to the same prior-year period, principally driven by lower direct
lease acquisition costs, partially offset by higher amortization of intangible
assets. Amortization of direct lease acquisition costs was $6.3 million in the
three months ended June 30, 2020 and $13.0 million in the same prior-year
period. Amortization decreased $4.3 million, or 8%, in the six months ended June
30, 2020, compared to the same prior-year period, principally driven by lower
direct lease acquisition costs, partially offset by higher amortization of
intangible assets. Amortization of direct lease acquisition costs was $17.6
million in the six months ended June 30, 2020 and $23.3 million in the same
prior-year period.

Interest Expense, Net



Interest expense, net, was $33.3 million (including $1.7 million of deferred
financing costs) in the three months ended June 30, 2020, and $33.9 million
(including $1.6 million of deferred financing costs) in the same prior-year
period. Interest expense, net, was $63.1 million (including $3.0 million of
deferred financing costs) in the six months ended June 30, 2020, and $66.6
million (including $3.0 million of deferred financing costs) in the same
prior-year period. The decrease in Interest expense, net, was primarily due to
lower interest rates, partially offset by a higher outstanding average debt
balance.

Benefit (Provision) for Income Taxes



Benefit for income taxes was $1.5 million in the three months ended June 30,
2020, compared to a Provision for income taxes of $6.2 million in the same
prior-year period, due primarily to a taxable REIT subsidiary loss in the three
months ended June 30, 2020, due to the impact of the COVID-19 pandemic. Benefit
for income taxes was $3.2 million in the six months ended June 30, 2020,
compared to a Provision for income taxes of $5.2 million in the same prior-year
period, due primarily to a taxable REIT subsidiary loss in the six months ended
June 30, 2020.

Net Income (Loss)

Net loss before allocation to non-controlling interests was $58.0 million in the
three months ended June 30, 2020, compared to Net income before allocation to
non-controlling interests of $50.3 million in the same prior-year period, due
primarily to a the impact of the COVID-19 pandemic, partially offset by the
impact of cost reduction measures taken in response to the COVID-19 pandemic.
Net loss before allocation to non-controlling interests was $51.7 million in the
six months ended June
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30, 2020, compared Net income before allocation to non-controlling interests of
$56.4 million in the same prior-year period, due primarily to the impact of the
COVID-19 pandemic, partially offset by the impact of cost reduction measures
taken in response and lower interest expense.

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. Segment Information to the Consolidated Financial Statements.)



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

The following table presents our Revenues, Adjusted OIBDA and Operating income (loss) by segment in the three and six months ended June 30, 2020 and 2019.


                                           Three Months Ended                          Six Months Ended
                                                June 30,                                   June 30,
(in millions)                              2020           2019          2020              2019
Revenues:
U.S. Media                             $   213.5       $ 419.6       $ 568.2       $        758.0
Other                                       19.4          40.3          50.0                 73.6
Total revenues                         $   232.9       $ 459.9       $ 618.2       $        831.6

Operating income (loss)                $   (25.9)      $  88.7       $   7.9       $        125.6
Restructuring charges                        4.7             -           4.7                  0.3
Net (gain) loss on dispositions             (5.2)          0.4          (5.3)                (1.1)
Depreciation                                21.2          21.4          42.2                 42.5
Amortization                                21.7          27.6          48.0                 52.3
Stock-based compensation                     5.2           5.5          11.0                 10.8
Total Adjusted OIBDA                   $    21.7       $ 143.6       $ 108.5       $        230.4

Adjusted OIBDA:
U.S. Media                             $    37.4       $ 145.8       $ 128.2       $        240.4
Other                                       (5.4)          8.8          (4.9)                10.0
Corporate                                  (10.3)        (11.0)        (14.8)               (20.0)
Total Adjusted OIBDA                   $    21.7       $ 143.6       $ 108.5       $        230.4

Operating income (loss):
U.S. Media                             $    (3.9)      $ 101.9       $  43.5       $        157.4
Other                                       (5.5)          3.3          (8.8)                (0.7)
Corporate                                  (16.5)        (16.5)        (26.8)               (31.1)
Total operating income (loss)          $   (25.9)      $  88.7       $   7.9       $        125.6


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U.S. Media
                                          Three Months Ended                                                          Six Months Ended
                                               June 30,                                         %                         June 30,                         %
(in millions, except
percentages)                            2020              2019             Change             2020                 2019                Change
Revenues:
Billboard                           $   181.4          $  285.1               (36) %       $  437.9          $       521.3                (16) %
Transit and other                        32.1             134.5               (76)            130.3                  236.7                (45)

Total revenues                          213.5             419.6               (49)            568.2                  758.0                (25)
Operating expenses                     (135.0)           (217.3)              (38)           (337.7)                (410.7)               (18)
SG&A expenses                           (41.1)            (56.5)              (27)           (102.3)                (106.9)                (4)
Adjusted OIBDA                      $    37.4          $  145.8               (74)         $  128.2          $       240.4                (47)
Adjusted OIBDA margin                      18  %             35  %                               23  %                  32   %

Operating income (loss)             $    (3.9)         $  101.9                    *       $   43.5          $       157.4                (72)
Restructuring charges                     3.0                 -                    *            3.0                      -                     *
Net (gain) loss on
dispositions                             (1.1)              0.2                    *           (1.2)                  (1.3)                (8)
Depreciation and amortization            39.4              43.7               (10)             82.9                   84.3                 (2)
Adjusted OIBDA                      $    37.4          $  145.8               (74)         $  128.2          $       240.4                (47)


* Calculation is not meaningful.



Total U.S. Media segment revenues decreased $206.1 million, or 49%, in the three
months ended June 30, 2020, compared to the same prior-year period. In the three
months ended June 30, 2020, we generated approximately 39% of our U.S. Media
segment revenues from national advertising campaigns and 46% in the same
prior-year period. Total U.S. Media segment revenues decreased $189.8 million,
or 25%, in the six months ended June 30, 2020, compared to the same prior-year
period. In the six months ended June 30, 2020, we generated approximately 41% of
our U.S. Media segment revenues from national advertising campaigns and 43% in
the same prior-year period. The decreases in U.S. Media segment revenues were
due primarily to a decline in average revenue per display (yield) as a result of
the impact of the COVID-19 pandemic on customer advertising expenditures and
overall demand for our services through purchase cancellations or otherwise.

Revenues from U.S. Media segment billboards decreased $103.7 million, or 36%, in
the three months ended June 30, 2020, compared to the same prior-year period.
Revenues from U.S. Media segment billboards decreased $83.4 million, or 16%, in
the six months ended June 30, 2020, compared to the same prior-year period. The
decreases reflect a decline in average revenue per display (yield) as a result
of the impact of the COVID-19 pandemic on customer advertising expenditures and
overall demand for our services through purchase cancellations or otherwise.

Transit and other revenues in the U.S. Media segment decreased $102.4 million,
or 76%, in the three months ended June 30, 2020, compared to the same prior-year
period and decreased $106.4 million, or 45%, in the six months ended June 30,
2020, compared to the same prior-year period. The decreases were driven by a
decline in average revenue per display (yield) as a result of the impact of the
COVID-19 pandemic on customer advertising expenditures and overall demand for
our services through purchase cancellations or otherwise.

U.S. Media segment operating expenses decreased $82.3 million, or 38%, in the
three months ended June 30, 2020, compared to the same prior-year period. U.S.
Media segment SG&A expenses decreased $15.4 million, or 27%, in the three months
ended June 30, 2020, compared to the same prior-year period. U.S. Media segment
operating expenses decreased $73.0 million, or 18%, in the six months ended June
30, 2020, compared to the same prior-year period. U.S. Media segment SG&A
expenses decreased $4.6 million, or 4%, in the six months ended June 30, 2020,
compared to the same prior-year period. The decreases in U.S. Media segment
operating expenses were primarily driven by lower billboard and transit revenues
resulting from the impact of the COVID-19 pandemic and lower transit franchise
expenses paid to the MTA in the three months ended June 30, 2020. The decreases
in U.S. Media segment SG&A expenses were primarily driven by lower
compensation-related costs and lower professional fees, primarily resulting from
cost reduction measures taken in response to the COVID-19 pandemic, partially
offset by a higher provision for doubtful allowances.

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U.S. Media segment Adjusted OIBDA decreased $108.4 million, or 74%, in the three
months ended June 30, 2020, compared to the same prior-year period. Adjusted
OIBDA margin was 18% in the three months ended June 30, 2020, and 35% in the
same prior-year period. U.S. Media segment Adjusted OIBDA decreased $112.2
million, or 47%, in the six months ended June 30, 2020, compared to the same
prior-year period. Adjusted OIBDA margin was 23% in the six months ended June
30, 2020, and 32% in the same prior-year period.
Other
                                          Three Months Ended                                                           Six Months Ended
                                               June 30,                                          %                         June 30,                        %
(in millions, except
percentages)                            2020               2019             Change             2020                 2019               Change
Revenues:
Billboard                           $     7.1           $   20.7               (66) %       $   21.5          $       35.5                (39) %
Transit and other                        12.3               19.6               (37)             28.5                  38.1                (25)
Total revenues                      $    19.4           $   40.3               (52)         $   50.0          $       73.6                (32)

Organic revenues(a):
Billboard                           $     7.1           $   20.1               (65)         $   21.5          $       34.7                (38)
Transit and other                        12.3               19.4               (37)             28.5                  37.9                (25)
Total organic revenues(a)                19.4               39.5               (51)             50.0                  72.6                (31)
Non-organic revenues:
Billboard                                   -                0.6                    *              -                   0.8                     *
Transit and other                           -                0.2                    *              -                   0.2                     *
Total non-organic revenues                  -                0.8                    *              -                   1.0                     *
Total revenues                           19.4               40.3               (52)             50.0                  73.6                (32)
Operating expenses                      (19.0)             (23.0)              (17)            (41.1)                (46.5)               (12)
SG&A expenses                            (5.8)              (8.5)              (32)            (13.8)                (17.1)               (19)
Adjusted OIBDA                      $    (5.4)          $    8.8                    *       $   (4.9)         $       10.0                     *
Adjusted OIBDA margin                     (28)  %             22  %                              (10) %                 14   %

Operating income (loss)             $    (5.5)          $    3.3                    *       $   (8.8)         $       (0.7)                    *
Restructuring charges                     0.7                  -                    *            0.7                     -                     *
Net (gain) loss on
dispositions                             (4.1)               0.2                    *           (4.1)                  0.2                     *
Depreciation and amortization             3.5                5.3               (34)              7.3                  10.5                (30)
Adjusted OIBDA                      $    (5.4)          $    8.8                    *       $   (4.9)         $       10.0                     *


* Calculation is not meaningful. (a)Organic revenues exclude the impact of foreign currency exchange rates ("non-organic revenues").



Total Other revenues decreased $20.9 million, or 52%, in the three months ended
June 30, 2020, and decreased $23.6 million, or 32%, in the six months ended June
30, 2020, compared to the same prior-year periods, reflecting a decline in
average revenue per display (yield) as a result of the impact of the COVID-19
pandemic on customer advertising expenditures and overall demand for our
services through purchase cancellations or otherwise, as well as the
cancellation of spring sports at colleges and universities.

Other operating expenses decreased $4.0, or 17%, in the three months ended June
30, 2020, compared to the same prior-year period. Other SG&A expenses decreased
$2.7 million, or 32%, in the three months ended June 30, 2020, compared to the
prior-year period. Other operating expenses decreased $5.4 million, or 12%, in
the six months ended June 30, 2020, compared to the same prior-year period.
Other SG&A expenses decreased $3.3 million, or 19%, in the six months ended June
30, 2020, compared to the prior-year period. The decreases in Other operating
expenses were primarily driven by lower billboard and transit revenues, and
lower expenses related to our Sports Marketing operating segment. The decreases
in Other SG&A expenses were primarily driven by cost reduction measures taken in
response to the COVID-19 pandemic.

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Other incurred an Adjusted OIBDA loss of $5.4 million in the three months ended
June 30, 2020, compared to Adjusted OIBDA of $8.8 million in the same prior-year
period and incurred an Adjusted OIBDA loss of $4.9 million in the six months
ended June 30, 2020, compared to Adjusted OIBDA of $10.0 million in the same
prior-year period. The decreases were due primarily to a decline in average
revenue per display (yield) as a result of the impact of the COVID-19 pandemic
on customer advertising expenditures and overall demand for our services through
purchase cancellations or otherwise, as well as the cancellation of spring
sports at colleges and universities, partially offset by cost reduction measures
taken in response to the COVID-19 pandemic.

Corporate



Corporate expenses primarily include expenses associated with employees who
provide centralized services. Corporate expenses, excluding stock-based
compensation, were $10.3 million in the three months ended June 30, 2020,
compared to $11.0 million in the same prior-year period, primarily due to lower
compensation-related expenses, partially offset by the impact of market
fluctuations on an equity-linked retirement plan offered by the Company to
certain employees, and lower costs resulting from cost reduction measures taken
in response to the COVID-19 pandemic. Corporate expenses, excluding stock-based
compensation, were $14.8 million in the six months ended June 30, 2020, compared
to $20.0 million in the same prior-year period, primarily due to lower
compensation-related expenses, primarily related to the impact of market
fluctuations on an equity-linked retirement plan offered by the Company to
certain employees and resulting from cost reduction measures taken in response
to the COVID-19 pandemic.

Liquidity and Capital Resources

As of


                                                                June 30,         December 31,
(in millions, except percentages)                                 2020               2019              % Change
Assets:
Cash and cash equivalents                                      $  647.8          $    59.1                      *%
Restricted cash                                                     1.8                1.8                    -

Receivables, less allowance ($20.5 in 2020 and $12.1 in 2019)

                                                             200.0              290.0                  (31)
Prepaid lease and transit franchise costs                           6.6                8.6                  (23)
Prepaid MTA equipment deployment costs                              4.1               55.4                  (93)
Other prepaid expenses                                             15.0               15.8                   (5)
Other current assets                                               12.4                5.1                  143
Total current assets                                              887.7              435.8                  104
Liabilities:
Accounts payable                                                   45.8               67.9                  (33)
Accrued compensation                                               25.6               56.1                  (54)
Accrued interest                                                   27.0               26.4                    2
Accrued lease and transit franchise costs                          48.2               55.3                  (13)
Other accrued expenses                                             34.3               34.2                    -
Deferred revenues                                                  38.3               29.0                   32
Short-term debt                                                    80.0              195.0                  (59)
Short-term operating lease liabilities                            182.2              168.3                    8
Other current liabilities                                          26.3               17.8                   48
Total current liabilities                                         507.7              650.0                  (22)
Working capital (deficit)                                      $  380.0          $  (214.2)                      *


•Calculation is not meaningful.



We continually project anticipated cash requirements for our operating,
investing and financing needs as well as cash flows generated from operating
activities available to meet these needs. Due to seasonal advertising patterns
and influences on advertising markets, our revenues and operating income are
typically highest in the fourth quarter, during the holiday shopping season, and
lowest in the first quarter, as advertisers adjust their spending following the
holiday shopping season. Further, certain of our municipal transit contracts, as
well as our marketing and multimedia rights agreements with colleges and
universities, require guaranteed minimum annual payments to be paid on a monthly
or quarterly basis, as applicable.
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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 Securitization Facilities (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 COVID-19 pandemic,
we paused new acquisition activity.

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

We expect our short-term and long-term cash needs and related funding capability
to be adversely affected by the impact of the COVID-19 pandemic as cash on hand
and operating cash flows decrease in 2020, and our ability to issue debt and
equity securities and/borrow under our existing or new credit facilities on
reasonable pricing terms, or at all, may become uncertain. In order to preserve
financial flexibility and increase liquidity in light of the current uncertainty
in the global economy and our business resulting from the COVID-19 pandemic, we
borrowed $470.0 million under the Revolving Credit Facility, which was repaid in
full as of June 30, 2020, using the net proceeds from the offering of the Notes
and cash on hand, raised $400.0 million in the Private Placement, before
expenses, issued $400.0 million aggregate principal amount of the Notes and
amended the Credit Agreement to modify the calculation of the Company's
financial maintenance covenant ratio under the Credit Agreement, among other
things. (See the "Overview-COVID-19 Impact" section of this MD&A.)

The increase in working capital as of June 30, 2020, compared to a working
capital deficit as of December 31, 2019, is primarily driven by the increase in
cash as a result of the Private Placement. The increase in cash is partially
offset by a decline in Prepaid MTA deployment costs. As a result of the impact
of the COVID-19 pandemic on our business and our expectations with respect to
future revenues under the MTA agreement into the future, we reclassified the
majority of Prepaid MTA deployment costs to long-term assets.

Under the MTA agreement, we are obligated to deploy, over a number of years, (i)
8,565 digital advertising screens on subway and train platforms and entrances,
(ii) 37,716 smaller-format digital advertising screens on rolling stock, and
(iii) 7,829 MTA communications displays, with such deployment amounts being
subject to modification as agreed-upon by us and the MTA. In addition, we are
obligated to pay to the MTA the greater of a percentage of revenues or a
guaranteed minimum annual payment. Incremental revenues that exceed an annual
base revenue amount will be retained by us 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 being 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
operation. We did not recoup any equipment deployment costs in the six months
ended June 30, 2020, and it's unlikely we will recoup equipment deployment costs
in 2020. In June 2020, we entered into an amendment to the MTA agreement,
pursuant to which (i) for up to $143.0 million of MTA equipment deployment costs
to be incurred under the MTA agreement after June 2020, the MTA and the Company
will directly pay 70% and 30% of the costs, respectively, instead of the costs
being recoupable from incremental revenues generated under the agreement, and
(ii) any guaranteed minimum annual payment amounts that would have been paid for
the period from April 1, 2020 through December 31, 2020 (less any revenue share
amounts actually paid during this period using an increased revenue share
percentage of 65%) will instead be added in equal increments to the guaranteed
minimum annual payment amounts owed for the period from January 1, 2022, through
December 31, 2026. In connection with the amendment to the MTA Agreement and in
coordination with the MTA, after suspending our deployment of advertising and
communications displays throughout the transit system in March 2020 as a result
of the impact of the COVID-19 pandemic, we recommenced deployment in the third
quarter of 2020. Accordingly, for the full year of 2020, we currently expect our
MTA equipment deployment costs to be significantly lower than our previously
disclosed amount of approximately $175.0 million as we recommence deployment in
2020. We may utilize cash on hand and/or incremental third-party financing to
fund equipment
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deployment costs over the next couple of years. However, given the uncertainty
in the market around the severity and duration of the COVID-19 pandemic, we
cannot reasonably estimate the aggregate financing amount, if any, at this time.
As of June 30, 2020, we have issued surety bonds (in place of letters of credit)
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. In addition, in the first quarter of 2020, we identified the COVID-19
pandemic as a trigger for impairment review of our Prepaid MTA equipment
deployment costs and related intangible assets, and after performing an
analysis, no impairment was identified. In the second quarter of 2020, we
updated our projections in connection with the amendment to the MTA agreement
and did not identify a triggering event for an impairment review of our Prepaid
MTA equipment deployment costs. (See the "Critical Accounting Polices-MTA
Agreement" section of this MD&A.) Further, we expect transit franchise expenses
to materially increase as a percentage of revenues as revenues decline in 2020
as a result of the impact of the COVID-19 pandemic. (See the "Overview-COVID-19
Impact" section of this MD&A.) As indicated in the table below, we incurred
$34.3 million related to MTA equipment deployment costs in the six months ended
June 30, 2020 (which includes equipment deployment costs related to future
deployments), for a total of $281.9 million to date, of which $33.9 million had
been recouped from incremental revenues to date. As of June 30, 2020, 5,350
digital displays had been installed, of which 97 installations occurred in the
three months ended June 30, 2020, for a total of 773 installations in the six
months ended June 30, 2020.
                                           Beginning          Deployment Costs
(in millions)                               Balance               Incurred             Recoupment          Amortization         Ending Balance
Six months ended June 30, 2020:
Prepaid MTA equipment deployment
costs                                     $   171.5          $       28.3             $        -          $         -          $       199.8
Intangible assets (franchise
agreements)                                    38.3                   6.0                      -                 (2.7)                  41.6
Total                                     $   209.8          $       34.3             $        -          $      (2.7)         $       241.4

Year ended December 31, 2019:
Prepaid MTA equipment deployment
costs                                     $    79.5          $      124.2             $    (32.2)         $         -          $       171.5
Intangible assets (franchise
agreements)                                    14.8                  26.6                      -                 (3.1)                  38.3
Total                                     $    94.3          $      150.8             $    (32.2)         $      (3.1)         $       209.8

As of June 30, 2020, we had total indebtedness of approximately $2.7 billion, which excluding debt issuance costs of $30.8 million and net unamortized discount and premium of $0.8 million, resulted in Total debt, net, of approximately $2.7 billion.


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Debt

Debt, net, consists of the following:


                                                                   As of
                                                        June 30,       

December 31,


         (in millions, except percentages)                2020             

2019

Short-term debt:


         AR Facility                                  $       -       $     

105.0


         Repurchase Facility                               80.0             

90.0


         Total short-term debt                             80.0              195.0

         Long-term debt:

         Term loan, due 2026                              597.7              597.5

Senior unsecured notes:


         5.625% senior unsecured notes, due 2024          501.5             

501.7


         6.250% senior unsecured notes, due 2025          400.0             

-


         5.000% senior unsecured notes, due 2027          650.0             

650.0


         4.625% senior unsecured notes, due 2030          500.0             

500.0


         Total senior unsecured notes                   2,051.5            

1,651.7



         Debt issuance costs                              (30.8)            

(27.1)


         Total long-term debt, net                      2,618.4            2,222.1

         Total debt, net                              $ 2,698.4       $    2,417.1
         Weighted average cost of debt                      4.5  %             4.5  %


                                                  Payments Due by Period
(in millions)           Total           2020        2021-2022      2023-2024      2025 and thereafter
Long-term debt       $ 2,650.0       $     -       $      -       $  500.0       $          2,150.0
Interest                 850.2         124.6          246.4          219.9                    259.3
Total                $ 3,500.2       $ 124.6       $  246.4       $  719.9       $          2,409.3



Term Loan

The interest rate on the term loan due in 2026 (the "Term Loan") was 1.9% per
annum as of June 30, 2020. As of June 30, 2020, a discount of $2.3 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 June 30, 2020, 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 $0.3 million in the three months ended June 30, 2020, $0.3
million in the three months ended June 30, 2019, $0.6 million in the six months
ended June 30, 2020, and $0.7 million in the six months ended June 30, 2019. As
of June 30, 2020, we had issued letters of credit totaling approximately $1.6
million against the letter of credit facility sublimit under the Revolving
Credit Facility.

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Standalone Letter of Credit Facilities

As of June 30, 2020, we had issued letters of credit totaling approximately $71.0 million under our aggregate $78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2020 and 2019.

Accounts Receivable Securitization Facilities

As of June 30, 2020, we have a revolving accounts receivable securitization facility (the "AR Facility"), which terminates in June 2022, unless further extended, and a 364-day uncommitted structured repurchase facility (the "Repurchase Facility" and together with the AR Facility, the "AR Securitization Facilities"), which now terminates in June 2021, as described below, unless further extended.



On June 18, 2020, the Company, certain subsidiaries of the Company and MUFG
Bank, Ltd. ("MUFG") entered into amendments to certain of the agreements
governing the Repurchase Facility, pursuant to which the Company, among other
things, (i) decreased the maximum borrowing capacity under the Repurchase
Facility from $90.0 million to $80.0 million; and (ii) extended the term of the
Repurchase Facility so that it will terminate on June 29, 2021, unless further
extended.

In connection with the AR Securitization Facilities, Outfront Media LLC and
Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and
certain of the Company's taxable REIT subsidiaries ("TRSs") (the "Originators"),
will sell and/or contribute 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.

In connection with the Repurchase Facility, the Originators may borrow funds
collateralized by subordinated notes (the "Subordinated Notes") issued by the
SPVs in favor of their respective Originators and representing a portion of the
outstanding balance of the accounts receivable assets sold by the Originators to
the SPVs under the AR Facility. The Subordinated Notes will be transferred to
MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by
the applicable Originators on termination of the Repurchase Facility. The
Originators have granted MUFG a security interest in the Subordinated Notes to
secure their obligations under the agreements governing the Repurchase Facility,
and the Company has agreed to guarantee the Originators' obligations under the
agreements governing the Repurchase Facility.

As of June 30, 2020, there were no outstanding borrowings under the AR Facility
and $80.0 million of outstanding borrowings under the Repurchase Facility, at a
borrowing rate of approximately 1.9%. As of June 30, 2020, there was no
borrowing capacity remaining under the AR Facility based on approximately $237.9
million of accounts receivable used as collateral for the AR Securitization
Facilities and a related voluntary temporary suspension of the AR Facility, and
there was no borrowing capacity remaining under the Repurchase Facility, in
accordance with the agreements governing the AR Securitization Facilities. The
commitment fee based on the amount of unused commitments under the AR Facility
was immaterial for each of the three and six months ended June 30, 2020 and
2019.

Senior Unsecured Notes



On May 15, 2020, 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 the Notes in a private
placement. The 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 Notes
is payable on June 15 and December 15 of each year, beginning on December 15,
2020. On or after June 15, 2022, the Borrowers may redeem at any
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time, or from time to time, some or all of the Notes. Prior to such date, the
Borrowers may redeem up to 40% of the aggregate principal amount 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 Notes remain
outstanding after the redemption.

In May 2020, we used the net proceeds from the Notes, together with cash on hand, to repay $400.0 million of outstanding borrowings under our Revolving Credit Facility and to pay fees and expenses in connection with the offering of the Notes.

As of June 30, 2020, a premium of $1.5 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes due 2024, remains unamortized. The premium is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

Debt Covenants



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 Securitization Facilities, and the
indentures governing our senior unsecured notes contain customary affirmative
and negative covenants, subject to certain exceptions, including but not limited
to those that 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 June
30, 2020, our Consolidated Total Leverage Ratio was 6.7 to 1.0 in accordance
with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the
agreements governing the AR Securitization Facilities) require that 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
June 30, 2020, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in
accordance with the Credit Agreement. As of June 30, 2020, we are in compliance
with our debt covenants.

On April 15, 2020, the Company, along with the Borrowers, and other guarantor
subsidiaries party thereto, entered into an amendment (the "Amendment") to the
Credit Agreement. The Amendment provides that for the period from April 15, 2020
through September 30, 2021 (i) the Company's Consolidated Net Secured Leverage
Ratio shall be calculated by substituting the Company's Consolidated EBITDA for
each of the quarterly periods ended June 30, 2020 and September 30, 2020,
included in any last twelve month compliance testing period, with the Company's
historical Consolidated EBITDA for each of the quarterly periods ended June 30,
2019 and September 30, 2019, respectively; and (ii) the Company will not make
any Restricted Payments (as defined in the Credit Agreement) without the consent
of the applicable lenders under the Credit Agreement, subject to certain
exceptions such as payments necessary to maintain the Company's REIT status,
including any payments on any class of the Company's capital stock that is
required to be made prior to the payment of a dividend or distribution on the
Company's common stock and the Company's existing payment obligations to holders
of the Class A equity interests in Outfront Canada (as defined in Note 10.
Equity to the Consolidated Financial Statements).

Deferred Financing Costs



As of June 30, 2020, we had deferred $36.1 million in fees and expenses
associated with the Term Loan, Revolving Credit Facility, AR Securitization
Facilities 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
Securitization Facilities and our senior unsecured notes.

Interest Rate Swap Agreements



We have several interest rate cash flow swap agreements to effectively convert a
portion of our LIBOR-based variable rate debt to a fixed rate and hedge our
interest rate risk related to such variable rate debt. The fair value of these
swap positions was a net liability of approximately $8.3 million as of June 30,
2020, and $4.6 million as of December 31, 2019, and is included in Other
liabilities on our Consolidated Statement of Financial Position.
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As of June 30, 2020, under the terms of the 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 0.2% as of June 30, 2020.

Equity

At-the-Market Equity Offering Program



We have a sales agreement in connection with an "at-the-market" equity offering
program (the "ATM Program"), under which we may, from time to time, issue and
sell shares of our common stock up to an aggregate offering price of $300.0
million. We have no obligation to sell any of our common stock under the sales
agreement and may at any time suspend solicitations and offers under the sales
agreement. No shares were sold under the ATM Program during the three and six
months ended June 30, 2020. As of June 30, 2020, we had approximately $232.5
million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance



On April 20 2020 (the "Closing Date"), the Company issued and sold an aggregate
of 400,000 shares of Series A Preferred Stock, par value $0.01 per share, at a
purchase price of $1,000 per share, for an aggregate purchase price of $400.0
million (the "Private Placement") to certain affiliates of Providence Equity
Partners LLC (collectively, the "Providence Purchasers") and ASOF Holdings
L.L.P. and Ares Capital Corporation (collectively, the "Ares Purchasers" and,
together with the Providence Purchasers, the "Purchasers").

The Series A Preferred Stock ranks senior to the shares of the Company's common
stock, par value $0.01 per share, 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. The dividend rate will increase by an additional 0.75% annually
following the eighth anniversary of the Closing Date and is subject to increases
under certain other circumstances 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 the
eighth anniversary of the Closing Date, after which time dividends will be
payable solely in cash. So long as any shares of Series A Preferred Stock remain
outstanding, the Company may not declare a dividend on, or make any
distributions relating to, capital stock that ranks junior to, or on a parity
basis with, the Series A Preferred Stock, subject to certain exceptions,
including but not limited to (i) any dividend or distribution in cash or capital
stock of the Company on or in respect of the capital stock of the Company to the
extent that such dividend or distribution is necessary to maintain the Company's
status as a REIT; and (ii) any dividend or distribution in cash in respect of
our common stock that, together with the dividends or distributions during the
12-month period immediately preceding such dividend or distribution, is not in
excess of 5% of the aggregate dividends or distributions paid by the Company
necessary to maintain its REIT status during such 12-month period. Following the
one-year anniversary of the Closing Date, if all or any portion of the dividends
or distributions is paid in respect of the shares of our common stock in cash,
the shares of Series A Preferred Stock will participate in such dividends or
distributions on an as-converted basis up to the amount of their accrued
dividend on the Series A Preferred Stock 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.
The issuance of shares of our common stock upon the conversion of Series A
Preferred Stock is subject to a cap equal to 28,856,239 shares of our common
stock (the "Share Cap"), unless and until the Company obtains stockholder
approval to the extent required for the issuance of additional shares. Any
amounts owed above the Share Cap must be paid in cash.

Subject to certain conditions, at the Company's option, (i) after the third
anniversary of the Closing Date, all of the Series A Preferred Stock may be
converted into shares of our common stock, and (ii) after the seventh
anniversary of the Closing Date, all of the Series A Preferred Stock may be
redeemed for cash at a redemption price equal to 100% of the liquidation
preference of the Series A Preferred Stock, plus any accrued and unpaid
dividends. Subject to certain conditions, each holder of the Series A Preferred
Stock, after a Change of Control (as defined in the Articles) may (i) require
the Company to purchase any or all of their shares of Series A Preferred Stock
at a redemption price payable in cash equal to 105% of the liquidation
preference of the Series A Preferred Stock, plus any accrued and unpaid
dividends, or (ii) convert any or all of their shares of Series A Preferred
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Stock into the number of shares of our common stock equal to the liquidation
preference (including accrued and unpaid dividends) divided by the
then-applicable conversion price.

During the three months ended June 30, 2020, we paid cash dividends of $5.5
million on the Series A Preferred Stock. As of June 30, 2020, the maximum number
of shares of common stock that could be required to be issued on conversion of
the outstanding shares of Series A Preferred Stock was 25.0 million shares.

Cash Flows



The following table presents our cash flows in the six months ended June 30,
2020 and 2019.
                                                                    Six Months Ended
                                                                        June 30,                                   %
(in millions, except percentages)                                2020              2019              Change
Cash provided by operating activities                         $   50.7          $   83.5                (39) %
Cash used for investing activities                               (49.3)            (82.5)               (40)
Cash provided by financing activities                            588.3             420.7                 40
Effect of exchange rate changes on cash, cash
equivalents and restricted cash                                   (1.0)              0.4                     *
Net increase in cash, cash equivalents and restricted
cash                                                          $  588.7          $  422.1                 39


*Calculation is not meaningful.



Cash provided by operating activities decreased $32.8 million, or 39%, in the
six months ended June 30, 2020, compared to the same prior-year period, driven
by the impact of the COVID-19 pandemic, partially offset by the impact of cost
reduction measures taken in response to the COVID-19 pandemic. In the six months
ended June 30, 2020, we paid $28.3 million related to MTA equipment deployment
costs and installed 773 digital displays. In the six months ended June 30, 2019,
we paid $58.6 million related to MTA equipment deployment costs.

Cash used for investing activities decreased $33.2 million, or 40%, in the six months ended June 30, 2020, compared to the same prior-year period, due primarily to lower cash paid for acquisitions, capital expenditures and MTA franchise rights.



The following table presents our capital expenditures in the six months ended
June 30, 2020 and 2019.
                                           Six Months Ended
                                               June 30,                         %
(in millions, except percentages)         2020          2019        Change
Growth                                 $   20.8       $ 31.0         (33) %
Maintenance                                11.1          8.6          29
Total capital expenditures             $   31.9       $ 39.6         (19)



Capital expenditures decreased $7.7 million, or 19%, in the six months ended
June 30, 2020, compared to the same prior-year period, due to lower spending on
installation of the most current LED lighting technology and lower spending on
digital billboard and transit display projects.

In response to the impact of the COVID-19 pandemic, we reduced maintenance
capital expenditures (other than for necessary safety-related projects) and
growth capital expenditures for digital billboard display conversions. For the
full year of 2020, we expect our capital expenditures to be approximately $50.0
million, which will be used primarily for necessary safety-related maintenance
projects and growth in digital displays for which screens have already been
ordered or received.

Cash provided by financing activities increased $167.6 million, or 40%, in the
six months ended June 30, 2020, compared to the same prior-year period. In the
six months ended June 30, 2020, we received net proceeds of $400.0 million
related to the Notes offering and received net proceeds of $383.9 million
related to the issuance of the Series A Preferred Stock to enhance our liquidity
position in response to the COVID-19 pandemic and made net repayments under the
AR Securitization Facilities of $115.0 million and paid total cash dividends on
the Series A Preferred Stock and on our common stock of $61.1 million. In the
six months ended June 30, 2019, we received net proceeds of $650.0 million
related to our 2027 senior unsecured notes offering, received net proceeds of
$50.9 million related to the sale of our common stock under the ATM Program,
made net
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repayments of $160.0 million on the AR Securitization Facilities and paid cash
dividends on our common stock of $103.9 million.

Cash paid for income taxes was $2.1 million for in the six months ended June 30, 2020 and $5.3 million in the six months ended June 30, 2019.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies



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

We consider the following accounting policy to be the most critical as it is
significant to our financial condition and results of operations, and requires
significant judgment and estimates on the part of management in its application.
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,
2019, filed with the SEC on February 26, 2020.

MTA Agreement



Under the MTA agreement, we are obligated to deploy, over a number of years, (i)
8,565 digital advertising screens on subway and train platforms and entrances,
(ii) 37,716 smaller-format digital advertising screens on rolling stock, and
(iii) 7,829 MTA communications displays, with such deployment amounts being
subject to modification as agreed-upon by us and the MTA. In addition, we are
entitled to generate revenue through the sale of advertising on transit
advertising displays and incur transit franchise expenses, which are calculated
based on contractually stipulated percentages of revenue generated under the
contract, subject to a minimum guarantee.

Title of the various digital displays transfers to the MTA on installation,
therefore the cost of deploying these screens throughout the transit system does
not represent our property and equipment. The portion of recoupable MTA
equipment deployment costs expected to be reimbursed from transit franchise fees
that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment
deployment costs on the Consolidated Statement of Financial Position and charged
to operating expenses as advertising revenue is generated. The short-term
portion of Prepaid MTA equipment deployment costs represents the costs that we
expect to recover from the MTA in the next twelve months. The portion of
deployment costs expected to be reimbursed from advertising revenues that would
otherwise be retained by us under the contract are recorded as Intangible
assets on the Consolidated Statement of Financial Position and charged to
amortization expense on a straight line basis over the contract period.

If we do not generate sufficient advertising revenues from the MTA contract,
there is a risk that the related Prepaid MTA equipment deployment
costs and Intangible assets may not be recoverable. Management assesses the
prepaid MTA equipment deployment costs for recoverability on a quarterly basis.
This assessment requires evaluating qualitative and quantitative factors to
determine if there is an indication that the carrying amount may not be
recoverable. Management applies significant judgment in assessing these factors,
including evaluating macroeconomic conditions, industry trends, and events
specific to the Company, including monitoring the Company's actual installation
of digital displays against the initial deployment schedule. Additionally,
management assesses quantitative factors by comparing revenue projections of the
deployed digital displays to actual financial results. In the first quarter of
2020, we identified the COVID-19 pandemic as a trigger for an impairment review
of our Prepaid MTA equipment deployment costs and related intangible
assets. After updating our projections to reflect related declines in revenues
in 2020 and delays in our anticipated deployment schedule as a result of the
impact of the COVID-19 pandemic, among other things, no impairment was
identified. In the second quarter of 2020, we updated our projections in
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connection with the amendment to the MTA agreement and did not identify a
triggering event for an impairment review of our Prepaid MTA equipment
deployment costs. The assumptions and estimates included in our analysis require
significant judgment about future events, market conditions and financial
performance. 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, actual results may differ from our assumptions and estimates,
which may result in impairment charges in the future.

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

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

•The severity and duration of the novel coronavirus (COVID-19) and any other
pandemics, and the impact on our business, financial condition and results of
operations;
•Declines in advertising and general economic conditions, including declines
caused by the COVID-19 pandemic;
•Competition;
•Government regulation;
•Our ability to implement our digital display platform and deploy digital
advertising displays to our transit franchise partners, including the impact of
the COVID-19 pandemic;
•Taxes, fees and registration requirements;
•Our ability to obtain and renew key municipal contracts on favorable terms;
•Decreased government compensation for the removal of lawful billboards;
•Content-based restrictions on outdoor advertising;
•Environmental, health and safety laws and regulations;
•Seasonal variations;
•Acquisitions and other strategic transactions that we may pursue could have a
negative effect on our results of operations;
•Dependence on our management team and other key employees;
•The ability of our board of directors to cause us to issue additional shares of
stock without stockholder approval;
•Certain provisions of Maryland law may limit the ability of a third party to
acquire control of us;
•Our rights and the rights of our stockholders to take action against our
directors and officers are limited;
•Our substantial indebtedness;
•Restrictions in the agreements governing our indebtedness;
•Incurrence of additional debt;
•Interest rate risk exposure from our variable-rate indebtedness;
•Our ability to generate cash to service our indebtedness;
•Cash available for distributions;
•Hedging transactions;
•Diverse risks in our Canadian business;
•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;
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•Our failure to remain qualified to be taxed as a real estate investment trust
("REIT");
•REIT distribution requirements;
•Availability of external sources of capital;
•We may face other tax liabilities even if we remain qualified to be taxed as a
REIT;
•Complying with REIT requirements may cause us to liquidate investments or forgo
otherwise attractive opportunities;
•Our ability to contribute certain contracts to a taxable REIT subsidiary
("TRS");
•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 (the "IRS") 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, 2019,
filed with the SEC on February 26, 2020. 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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