10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2015

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from	to

Commission File Number: 001-36367

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)

Maryland	46-4494703
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
405 Lexington Avenue, 17th Floor New York, NY	10174
(Address of principal executive offices)	(Zip Code)

(212) 297-6400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     xYes        oNo

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    oYes    xNo

As of May 5, 2015, the number of shares outstanding of the registrant’s common stock was 137,402,053.

OUTFRONT MEDIA INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2015

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of March 31, 2015, and December 31, 2014	3
Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014	4
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2015 and 2014	5
Consolidated Statements of Invested Equity/Stockholders’ Equity for the three months ended March 31, 2015 and 2014	6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014	7
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	46
PART II	47
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3. Defaults Upon Senior Securities	47
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	47
SIGNATURES	48

PART 1

Item 1.    Financial Statements.

OUTFRONT Media Inc.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	March 31, 2015			December 31, 2014
Assets:
Current assets:
Cash and cash equivalents	$	56.0		$	28.5
Receivables, less allowance ($13.8 in 2015 and $14.2 in 2014)	201.0			217.5
Deferred income tax assets, net	1.7			2.3
Prepaid lease and transit franchise costs	121.6			68.2
Other prepaid expenses	30.7			26.1
Other current assets	14.9			12.7
Total current assets	425.9			355.3
Property and equipment, net (Note 3)	770.4			782.9
Goodwill	2,146.2			2,154.2
Intangible assets (Note 4)	620.4			633.2
Other assets	94.3			98.0
Total assets	$	4,057.2		$	4,023.6
Liabilities:
Current liabilities:
Accounts payable	$	69.0		$	75.2
Accrued compensation	25.8			34.6
Accrued interest	27.3			18.0
Accrued lease costs	25.2			34.4
Other accrued expenses	44.4			47.4
Deferred revenues	33.2			18.6
Other current liabilities	24.4			27.0
Total current liabilities	249.3			255.2
Long-term debt (Note 7)	2,301.7			2,198.3
Deferred income tax liabilities, net	14.6			17.2
Asset retirement obligation (Note 5)	36.4			36.6
Other liabilities	67.2			70.8
Total liabilities	2,669.2			2,578.1
Commitments and contingencies (Note 15)
Stockholders’ equity (Note 8):
Common stock (2015 - 450.0 shares authorized, and 137.2 shares issued
and outstanding; 2014 - 450.0 shares authorized, and 136.6 issued and outstanding)	1.4			1.4
Additional paid-in capital	1,920.6			1,911.2
Distribution in excess of earnings	(430.8		)	(377.0		)
Accumulated other comprehensive loss	(103.2		)	(90.1		)
Total stockholders’ equity	1,388.0			1,445.5
Total liabilities and stockholders’ equity	$	4,057.2		$	4,023.6

See accompanying notes to unaudited consolidated financial statements.

3

OUTFRONT Media Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2015			2014
Revenues:
Billboard	$	246.9		$	205.1
Transit and other	97.0			82.8
Total revenues	343.9			287.9
Expenses:
Operating	198.8			163.5
Selling, general and administrative	61.7			50.6
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation	28.7			26.1
Amortization	27.8			21.9
Total expenses	317.3			261.2
Operating income	26.6			26.7
Interest income (expense), net	(27.8		)	(12.5		)
Other income (expense), net	0.1			(0.5		)
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(1.1		)	13.7
Benefit (provision) for income taxes	1.4			(5.9		)
Equity in earnings of investee companies, net of tax	0.8			0.6
Net income	$	1.1		$	8.4
Net income per common share:
Basic	$	0.01		$	0.09
Diluted	$	0.01		$	0.09
Weighted average shares outstanding:
Basic	136.9			97.0
Diluted	137.6			97.0
Dividends declared per common share	$	0.40		$	—

See accompanying notes to unaudited consolidated financial statements.

4

OUTFRONT Media Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three months ended
	March 31,
(in millions)	2015			2014
Net income	$	1.1		$	8.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(13.3		)	1.8
Amortization of net actuarial loss	0.2			0.2
Total other comprehensive income (loss), net of tax	(13.1		)	2.0
Total comprehensive income (loss)	$	(12.0	)	$	10.4

See accompanying notes to unaudited consolidated financial statements.

5

OUTFRONT Media Inc.

Consolidated Statements of Invested Equity/Stockholders’ Equity

(Unaudited)

(in millions, except per share amounts)	Shares of Common Stock		Common Stock ($0.01 per share par value)		Additional Paid-In Capital			Retained Earnings (Distribution in Excess of Earnings)			Invested Capital			Accumulated Other Comprehensive Loss			Total Invested Equity/ Stockholders’ Equity
Balance as of December 31, 2013	—		$	—	$	—		$	—		$	2,829.5		$	(75.1	)	$	2,754.4
Net income	—		—		—			7.3			1.1			—			8.4
Other comprehensive income	—		—		—			—			—			2.0			2.0
Conversion to stockholders’ equity	97.0		1.0		2,829.6			—			(2,830.6		)	—			—
Distribution of debt proceeds to CBS	—		—		(1,523.8		)	—			—			—			(1,523.8		)
Net contribution from CBS	—		—		44.5			—			—			—			44.5
Balance as of March 31, 2014	97.0		$	1.0	$	1,350.3		$	7.3		$	—		$	(73.1	)	$	1,285.5
Balance as of December 31, 2014	136.6		$	1.4	$	1,911.2		$	(377.0	)	$	—		$	(90.1	)	$	1,445.5
Net income	—		—		—			1.1			—			—			1.1
Other comprehensive loss	—		—		—			—			—			(13.1		)	(13.1		)
Stock-based payments:
Vesting of RSUs and PRSUs	0.3		—		—			—			—			—			—
Exercise of stock options	0.2		—		2.0			—			—			—			2.0
Amortization	—		—		4.1			—			—			—			4.1
Shares paid for tax withholding for stock-based payments	(0.1	)	—		(3.1		)	—			—			—			(3.1		)
Distribution to investee company (see Note 8)	0.2		—		6.4			—			—			—			6.4
Dividends ($0.40 per share)	—		—		—			(54.9		)	—			—			(54.9		)
Balance as of March 31, 2015	137.2		$	1.4	$	1,920.6		$	(430.8	)	$	—		$	(103.2	)	$	1,388.0

See accompanying notes to unaudited consolidated financial statements.

6

OUTFRONT Media Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2015			2014
Operating activities:
Net income	$	1.1		$	8.4
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	56.5			48.0
Deferred tax benefit	(0.4		)	(6.8		)
Stock-based compensation	3.6			1.8
Provision for doubtful accounts	0.8			0.7
Accretion expense	0.6			0.5
Net gain on dispositions	(0.3		)	(0.9		)
Equity in earnings of investee companies, net of tax	(0.8		)	(0.6		)
Distributions from investee companies	0.7			3.0
Amortization of deferred financing costs and debt discount	1.5			0.7
Change in assets and liabilities, net of investing and financing activities	(57.5		)	(47.0		)
Net cash flow provided by operating activities	5.8			7.8
Investing activities:
Capital expenditures	(13.1		)	(15.7		)
Acquisitions	(9.9		)	—
Net proceeds from dispositions	0.7			0.5
Net cash flow used for investing activities	(22.3		)	(15.2		)
Financing activities:
Proceeds from long-term debt borrowings - term loan and senior notes	—			1,598.0
Proceeds from long-term debt borrowings - new senior notes	103.8			—
Proceeds from borrowings under revolving credit facility	105.0			—
Repayments of borrowings under revolving credit facility	(105.0		)	—
Deferred financing costs	(2.2		)	(24.3		)
Distribution of net debt proceeds to CBS	—			(1,523.8		)
Net cash contribution from CBS	—			42.2
Proceeds from stock option exercises	2.0			—
Taxes withheld for stock-based compensation	(3.0		)	—
Dividends	(54.9		)	—
Other	(0.4		)	(0.1		)
Net cash flow provided by financing activities	45.3			92.0
Effect of exchange rate changes on cash and cash equivalents	(1.3		)	(0.5		)
Net increase in cash and cash equivalents	27.5			84.1
Cash and cash equivalents at beginning of period	28.5			29.8
Cash and cash equivalents at end of period	$	56.0		$	113.9

7

OUTFRONT Media Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2015		2014
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	1.3	$	4.8
Cash paid for interest	19.2		—
Non-cash investing and financing activities:
Accrued purchases of property and equipment	0.5		5.3
Issuance of stock for purchase of property and equipment	6.4		—

See accompanying notes to unaudited consolidated financial statements.

8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) provides advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments - United States (“U.S.”) and International.

As of July 17, 2014, we began operating in a manner that will allow us to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts within Revenues have been reclassified to conform with the current presentation. The impact of the reclassification is a reduction in “Billboard” revenues of $2.6 million and a corresponding increase in “Transit and other” revenues of $2.6 million for the three months ended March 31, 2014. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015.

We have revised the previously reported Condensed Consolidated Statement of Cash Flows for three months ended March 31, 2014. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $7.5 million for the three months ended March 31, 2014. We do not believe that these misclassifications were material to the previously reported interim financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Note 2. New Accounting Standards

Adoption of New Accounting Standards

Service Concession Arrangements

During the first quarter of 2015, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. This guidance did not have a material effect on our financial statements.

9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

During the first quarter of 2015, we adopted the FASB guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued principles-based guidance addressing the recognition of debt issuance costs related to a recognized debt liability. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We do not expect this guidance to have a material effect on our financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

Note 3. Property and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2015		December 31, 2014
Land		$	92.0	$	88.1
Building and improvements	20 to 40 years	46.0		47.0
Advertising structures	5 to 20 years	1,724.0		1,745.6
Furniture, equipment and other	3 to 10 years	78.8		78.1
Construction in progress		21.6		17.1
		1,962.4		1,975.9
Less: accumulated depreciation		1,192.0		1,193.0
Property and equipment, net		$	770.4	$	782.9

Depreciation expense was $28.7 million for the three months ended March 31, 2015, and $26.1 million for the three months ended March 31, 2014.

Note 4. Intangible Assets

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

10

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2015:
Permits and leasehold agreements	$	1,121.8	$	(685.3	)	$	436.5
Franchise agreements	473.7		(325.7		)	148.0
Other intangible assets	39.9		(4.0		)	35.9
Total intangible assets	$	1,635.4	$	(1,015.0	)	$	620.4
As of December 31, 2014:
Permits and leasehold agreements	$	1,119.2	$	(677.2	)	$	442.0
Franchise agreements	474.7		(321.1		)	153.6
Other intangible assets	39.9		(2.3		)	37.6
Total intangible assets	$	1,633.8	$	(1,000.6	)	$	633.2

All of our identifiable intangible assets, except goodwill, are subject to amortization. Amortization expense was $27.8 million for the three months ended March 31, 2015, and $21.9 million for the three months ended March 31, 2014, which includes the amortization of direct lease acquisition costs of $7.5 million for the three months ended March 31, 2015, and $7.0 million for the three months ended March 31, 2014. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

Note 5. Asset Retirement Obligation

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

(in millions)
As of December 31, 2014	$	36.6
Accretion expense	0.6
Additions	0.1
Liabilities settled	(0.3		)
Foreign currency translation adjustments	(0.6		)
As of March 31, 2015	$	36.4

Note 6. Related Party Transactions

We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures acquired in connection with the acquisition of certain outdoor advertising businesses (the “Acquired Business”) of Van Wagner Communications, LLC (the “Acquisition”), which operate billboards in New York and Boston. All of these ventures are accounted for as equity investments. These investments totaled $24.2 million as of March 31, 2015, and $27.0 million as of December 31, 2014, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.5 million in the three months ended March 31, 2015, and $0.9 million in the three months ended March 31, 2014.

11

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

CBS Corporation (“CBS”)

On July 16, 2014, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and CBS and their affiliates ceased to be related parties. Our Statement of Operations for the three months ended March 31, 2014, include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $6.4 million for the three months ended March 31, 2014. Also included in these 2014 charges are professional fees associated with our planned election to be taxed as a REIT. During 2014, all services previously provided by CBS have been transitioned to us.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $1.9 million for the three months ended March 31, 2014.

As of December 31, 2014, there were no receivables from CBS and payables to CBS were $0.2 million, which were included in Other current liabilities on our Consolidated Statement of Financial Position.

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, as a result of the Separation, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $1.6 million in the three months ended March 31, 2014.

Note 7. Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2015			December 31, 2014
Term loan, due 2021	$	798.3		$	798.3
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	549.3			549.3
5.625% senior unsecured notes, due 2024	503.8			400.0
5.875% senior unsecured notes, due 2025	450.0			450.0
Total senior unsecured notes	1,503.1			1,399.3
Other	0.3			0.7
Total long-term debt	$	2,301.7		$	2,198.3
Weighted average cost of debt	4.7		%	4.6		%

Term Loan

The interest rate on the term loan due in 2021 (the “Term Loan”) was 3.00% per annum as of March 31, 2015. As of March 31, 2015, a discount of $1.7 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

Senior Unsecured Notes

On February 3, 2015, we completed an exchange offer pursuant to which $550.0 million of the privately issued 5.250% Senior Unsecured Notes due 2022, $400.0 million of the privately issued 5.625% Senior Unsecured Notes due 2024, and $450.0 million of the privately issued 5.875% Senior Unsecured Notes due 2025, were exchanged for publicly registered senior unsecured notes having substantially identical terms.

12

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

As of March 31, 2015, a discount of $0.7 million on $150.0 million of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

On March 30, 2015, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), issued an additional $100.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (the “New 2024 Senior Notes”) in a private placement. The New 2024 Senior Notes are of the same class and series as, and otherwise identical to, the 5.625% Senior Unsecured Notes due 2024 that were previously issued by the Borrowers on January 31, 2014. Interest on the New 2024 Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2015 and deemed to have accrued from November 15, 2014. The New 2024 Senior Notes were issued at a premium of $3.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2024 Senior Notes.

Pursuant to a registration rights agreement dated March 30, 2015, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by March 30, 2016, related to an offer to exchange the New 2024 Senior Notes for registered New 2024 Senior Notes having substantially identical terms, or, in certain cases, to register the New 2024 Senior Notes for resale. If we and the Borrowers do not register or exchange the New 2024 Senior Notes pursuant to the terms of the registration right agreement, the Borrowers will be required to pay additional interest to the holders of the New 2024 Senior Notes under certain circumstances.

Revolving Credit Facility

We also have a $425.0 million revolving credit facility, which matures in 2019 (the “Revolving Credit Facility”).

As of March 31, 2015, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in each of the three months ended March 31, 2015 and 2014. As of March 31, 2015, we had issued letters of credit totaling approximately $30.5 million against the Revolving Credit Facility.

Debt Covenants

The credit agreement dated January 31, 2014, (the “Credit Agreement”), governing the Term Loan and the Revolving Credit Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or Capital LLC’s capital stock or make other restricted payments, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers.

The terms of the Credit Agreement require that, as long as any commitments remain outstanding under the Revolving Credit Facility, we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.0 to 1.0. As of March 31, 2015, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2015, our Consolidated Total Leverage Ratio was 5.0 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. 

Letter of Credit Facility

As of March 31, 2015, we issued letters of credit totaling approximately $69.6 million under our $80.0 million letter of credit facility. The fee under the letter of credit facility was immaterial in each of the three months ended March 31, 2015 and 2014.

13

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Deferred Financing Costs

As of March 31, 2015, we had deferred $37.4 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.4 billion as of March 31, 2015. The fair value of our debt is classified as Level 2.

Note 8. Equity

As of March 31, 2015, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 137,150,279 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

In the three months ended March 31, 2015, we issued 222,388 shares, valued at $6.4 million, of our common stock to J&M Holding Enterprises, Inc. (“J&M”), an affiliate of Videri Inc. (“Videri”), or Videri, as applicable, in connection with licenses and services to be received under a development and license agreement (the “Videri Agreement”) with J&M and Videri. We have capitalized the payments as construction in progress within Property and equipment, net, on the Consolidated Statement of Financial Position.

On April 30, 2015, we announced that our board of directors approved a quarterly cash dividend of $0.34 per share on our common stock, payable on June 30, 2015, to stockholders of record at the close of business on June 11, 2015.

Note 9. Restructuring Charges

In third and fourth quarters of 2014, we recorded an aggregate restructuring charge of $9.8 million associated with the reorganization of management and in the first quarter of 2015, we recorded a restructuring charge of $0.6 million associated with the elimination of a management position. The aggregate restructuring charge is comprised of severance charges, including stock-based compensation of $5.6 million. As of March 31, 2015, $2.7 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

Note 10. Acquisitions

In the three months endedMarch 31, 2015, we completed several small tuck-in acquisitions for $9.9 million.

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments.

Our Consolidated Statement of Operations for the three months ended March 31, 2015, includes $46.6 million of revenue from the Acquired Business.

The allocation of the purchase price of the Acquired Business is based on the fair value of assets acquired and liabilities assumed as of October 1, 2014, the effective date of the Acquisition. The preliminary purchase price allocation related to the Acquisition was not final as of December 31, 2014, and was based upon a preliminary valuation, which is subject to change as we obtain additional information, including information regarding fixed assets, intangible assets and certain liabilities.

The preliminary allocation of the purchase price presented below represents the effect of recording the preliminary estimates of the fair value of assets acquired and liabilities assumed as of the date of the Acquisition, based on the total transaction consideration of $690.0 million in cash, plus working capital adjustments. The following allocation of purchase price includes minor revisions to the preliminary allocation that was reported as of December 31, 2014 for property and equipment, goodwill

14

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

and other assets, primarily due to adjustments for the valuation of property and equipment based upon additional information. These preliminary estimates will be revised in future periods. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

(in millions)	Purchase Price
Base purchase price	$	690.0
Working capital and other adjustments	24.2
Estimated transaction consideration	$	714.2
Current assets	$	44.4
Property and equipment	86.4
Goodwill	296.4
Intangible assets(a)	316.6
Other assets	10.7
Current liabilities	(34.5		)
Long-term debt(b)	(1.4		)
Other liabilities	(4.4		)
Total net assets acquired	$	714.2

(a) Intangible assets included with the preliminary purchase price allocation are as follows:

(in millions)	Estimated Useful Life	Intangible Assets Allocation
Permits and leasehold agreements	12 - 20 years	$	244.0
Franchise agreements	4 - 15 years	34.8
Advertising relationships	7 years	16.0
Other	1 - 5 years	21.8
		$	316.6

(b) In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt has varying maturities through June 1, 2021. As of March 31, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.6 million, with varying maturities through January 31, 2017.

Note 11. Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,
(in millions)	2015			2014
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)	$	3.5		$	1.6
Stock options	0.1			0.2
Stock-based compensation expense, before income taxes	3.6			1.8
Tax benefit	(0.3		)	(0.8		)
Stock-based compensation expense, net of tax	$	3.3		$	1.0

As of March 31, 2015, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $31.9 million, which is expected to be recognized over a weighted average period of 2.7 years, and total unrecognized compensation cost related to non-vested stock options was $0.5 million, which is expected to be recognized over a weighted average period of 2.4 years.

15

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

RSUs and PRSUs

The following table summarizes activity for the three months ended March 31, 2015, of RSUs and PRSUs issued to our employees.

	Activity		Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2014	1,278,602		$	21.92
Granted:
RSUs	388,506		29.83
PRSUs	225,694		29.83
Vested:
RSUs	(352,233	)	23.22
PRSUs	(63,642	)	30.47
Forfeitures:
RSUs	(13,509	)	24.94
PRSUs	(25,751	)	30.07
Non-vested as of March 31, 2015	1,437,667		25.77

Stock Options

The following table summarizes activity for the three months ended March 31, 2015, of stock options issued to our employees.

	Activity		Weighted Average Exercise Price
Outstanding as of December 31, 2014	450,890		$	15.29
Exercised	(141,600	)	14.67
Forfeited or expired	(14,393	)	12.73
Outstanding as of March 31, 2015	294,897		15.72
Exercisable as of March 31, 2015	182,661		10.84

Note 12. Retirement Benefits

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Components of net periodic pension cost:
Service cost	$	0.3		$	0.3
Interest cost	0.4			0.6
Expected return on plan assets	(0.5		)	(0.7		)
Amortization of actuarial losses(a)	0.2			0.2
Net periodic pension cost	$	0.4		$	0.4

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

16

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

In the three months ended March 31, 2015, we contributed $0.5 million to our pension plans. In 2015, we expect to contribute approximately $2.2 million to our pension plans.

Note 13. Income Taxes

As of July 17, 2014, we believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distributed to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes.

As a result of our REIT conversion, our effective tax rate subsequent to the Separation was substantially lower than previous periods. Prior to the Separation, our income tax provisions were calculated on a separate tax return basis, with us as the taxpayer, even though our U.S. operating results were included in the consolidated federal, and certain state and local income tax returns of CBS. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, the 2014 consolidated financial statements may not necessarily reflect our income tax expense or tax payments, or what our tax amounts would have been if we had been a stand-alone company operating as a REIT during the period prior to the Separation.

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

In the three months ended March 31, 2015, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, and the effect of foreign operations. The income tax benefit in the three months ended March 31, 2015, was primarily related to a net loss from certain of our TRSs. Our effective income tax rate in the three months ended March 31, 2014, differed from the U.S. federal statutory income tax rate primarily due to the impact of state and local taxes, and the effect of foreign operations.

Note 14. Earnings Per Share (“EPS”)

	Three Months Ended
	March 31,
(in millions)	2015		2014
Net income	$	1.1	$	8.4
Weighted average shares for basic EPS	136.9		97.0
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.7		—
Weighted average shares for diluted EPS	137.6		97.0

(a) The potential impact of an aggregate 0.4 million granted RSUs, PRSUs and stock options for the three months ended March 31, 2015, was antidilutive.

Note 15. Commitments and Contingencies

Off-Balance Sheet Commitments

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

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

We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street

17

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $113.2 million as of March 31, 2015, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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

Note 16. Segment Information

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Three Months Ended
	March 31,
(in millions)	2015		2014
Revenues:
U.S.	$	313.9	$	255.0
International	30.0		32.9
Total revenues	$	343.9	$	287.9

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

18

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2015			2014
Net income	$	1.1		$	8.4
(Benefit) provision for income taxes	(1.4		)	5.9
Equity in earnings of investee companies, net of tax	(0.8		)	(0.6		)
Interest expense (income), net	27.8			12.5
Other (income) expense, net	(0.1		)	0.5
Operating income	26.6			26.7
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation and amortization	56.5			48.0
Stock-based compensation(a)	3.6			1.8
Total Adjusted OIBDA	$	87.0		$	75.6
Adjusted OIBDA:
U.S.	$	94.4		$	80.3
International	0.1			1.1
Corporate	(7.5		)	(5.8		)
Total Adjusted OIBDA	$	87.0		$	75.6

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Operating income (loss):
U.S.	$	43.9		$	40.0
International	(6.2		)	(5.7		)
Corporate	(11.1		)	(7.6		)
Total operating income	$	26.6		$	26.7
Net (gain) loss on dispositions:
U.S.	$	(0.4	)	$	(0.8	)
International	0.1			(0.1		)
Total gain on dispositions	$	(0.3	)	$	(0.9	)
Depreciation and amortization:
U.S.	$	50.3		$	41.1
International	6.2			6.9
Total depreciation and amortization	$	56.5		$	48.0
Capital expenditures:
U.S.	$	12.1		$	12.2
International	1.0			3.5
Total capital expenditures	$	13.1		$	15.7

19

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	As of
(in millions)	March 31, 2015		December 31, 2014
Assets:
U.S.	$	3,725.1	$	3,704.2
International	264.3		270.4
Corporate	67.8		49.0
Total assets	$	4,057.2	$	4,023.6

20

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 17. Condensed Consolidating Financial Information

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

	As of March 31, 2015
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	20.4	$	15.1	$	20.5	$	—		$	56.0
Receivables, less allowance	—		—		174.6		26.4		—			201.0
Other current assets	—		5.7		138.5		24.7		—			168.9
Total current assets	—		26.1		328.2		71.6		—			425.9
Property and equipment, net	—		—		683.1		87.3		—			770.4
Goodwill	—		—		2,047.8		98.4		—			2,146.2
Intangible assets	—		—		620.3		0.1		—			620.4
Investment in subsidiaries	1,388.0		3,659.2		190.8		—		(5,238.0		)	—
Other assets	—		31.7		55.7		6.9		—			94.3
Intercompany	—		—		70.5		58.6		(129.1		)	—
Total assets	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2
Total current liabilities	$	—	$	27.6	$	188.2	$	33.5	$	—		$	249.3
Long-term debt	—		2,301.4		0.3		—		—			2,301.7
Deferred income tax liabilities, net	—		—		—		14.6		—			14.6
Asset retirement obligation	—		—		28.6		7.8		—			36.4
Deficit in excess of investment of subsidiaries	—		—		2,271.2		—		(2,271.2		)	—
Other liabilities	—		—		61.5		5.7		—			67.2
Intercompany	—		—		58.6		70.5		(129.1		)	—
Total liabilities	—		2,329.0		2,608.4		132.1		(2,400.3		)	2,669.2
Total stockholders’ equity	1,388.0		1,388.0		1,388.0		190.8		(2,966.8		)	1,388.0
Total liabilities and stockholders’ equity	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2

21

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	As of December 31, 2014
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	11.5	$	8.8	$	8.2	$	—		$	28.5
Receivables, less allowances	—		—		186.5		31.0		—			217.5
Other current assets	—		5.3		83.5		20.5		—			109.3
Total current assets	—		16.8		278.8		59.7		—			355.3
Property and equipment, net	—		—		683.3		99.6		—			782.9
Goodwill	—		—		2,050.6		103.6		—			2,154.2
Intangible assets	—		—		633.0		0.2		—			633.2
Investment in subsidiaries	1,445.5		3,613.0		208.1		—		(5,266.6		)	—
Other assets	—		31.2		59.5		7.3		—			98.0
Intercompany	—		—		75.1		62.9		(138.0		)	—
Total assets	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6
Total current liabilities	$	—	$	17.9	$	219.1	$	18.2	$	—		$	255.2
Long-term debt	—		2,197.6		0.7		—		—			2,198.3
Deferred income tax liabilities, net	—		—		—		17.2		—			17.2
Asset retirement obligation	—		—		28.3		8.3		—			36.6
Deficit in excess of investment of subsidiaries	—		—		2,167.5		—		(2,167.5		)	—
Other liabilities	—		—		64.4		6.4		—			70.8
Intercompany	—		—		62.9		75.1		(138.0		)	—
Total liabilities	—		2,215.5		2,542.9		125.2		(2,305.5		)	2,578.1
Total stockholders’ equity	1,445.5		1,445.5		1,445.5		208.1		(3,099.1		)	1,445.5
Total liabilities and stockholders’ equity	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6

22

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Billboard	$	—		$	—		$	221.1		$	25.8		$	—	$	246.9
Transit and other	—			—			92.8			4.2			—		97.0
Total revenues	—			—			313.9			30.0			—		343.9
Expenses:
Operating	—			—			176.3			22.5			—		198.8
Selling, general and administrative	0.5			—			53.8			7.4			—		61.7
Restructuring charges	—			—			0.6			—			—		0.6
Net (gain) loss on dispositions	—			—			(0.4		)	0.1			—		(0.3		)
Depreciation	—			—			23.5			5.2			—		28.7
Amortization	—			—			26.8			1.0			—		27.8
Total expenses	0.5			—			280.6			36.2			—		317.3
Operating income (loss)	(0.5		)	—			33.3			(6.2		)	—		26.6
Interest income (expense), net	—			(27.8		)	—			—			—		(27.8		)
Other income (expense), net	—			—			—			0.1			—		0.1
Income (loss) before income tax benefit and equity in earnings of investee companies	(0.5		)	(27.8		)	33.3			(6.1		)	—		(1.1		)
Income tax benefit	—			—			0.3			1.1			—		1.4
Equity in earnings of investee companies, net of tax	1.6			29.4			(32.0		)	0.3			1.5		0.8
Net income (loss)	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Net income	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—			—			—			(13.3		)	—		(13.3		)
Amortization of net actuarial loss	—			—			—			0.2			—		0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1		)	(13.1		)	(13.1		)	—			39.3		—
Total other comprehensive income (loss), net of tax	(13.1		)	(13.1		)	(13.1		)	(13.1		)	39.3		(13.1		)
Total comprehensive income (loss)	$	(12.0	)	$	(11.5	)	$	(11.5	)	$	(17.8	)	$	40.8	$	(12.0	)

23

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended March 31, 2014
(in millions)	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—		$	176.9		$	28.2		$	—		$	205.1
Transit and other	—		—			78.1			4.7			—			82.8
Total revenues	—		—			255.0			32.9			—			287.9
Expenses:
Operating	—		—			139.0			24.5			—			163.5
Selling, general and administrative	—		—			43.3			7.3			—			50.6
Net gain on dispositions	—		—			(0.8		)	(0.1		)	—			(0.9		)
Depreciation	—		—			20.4			5.7			—			26.1
Amortization	—		—			20.7			1.2			—			21.9
Total expenses	—		—			222.6			38.6			—			261.2
Operating income	—		—			32.4			(5.7		)	—			26.7
Interest income (expense), net	—		(12.4		)	—			(0.1		)	—			(12.5		)
Other income (expense), net	—		—			—			(0.5		)	—			(0.5		)
Income (loss) before provision for income taxes and equity in earnings of investee companies	—		(12.4		)	32.4			(6.3		)	—			13.7
Provision for income taxes	—		—			(5.3		)	(0.6		)	—			(5.9		)
Equity in earnings of investee companies, net of tax	8.4		20.8			(18.7		)	0.1			(10.0		)	0.6
Net income (loss)	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Net income	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—			—			1.8			—			1.8
Amortization of net actuarial loss	—		—			—			0.2			—			0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	2.0		2.0			2.0			—			(6.0		)	—
Total other comprehensive income (loss), net of tax	2.0		2.0			2.0			2.0			(6.0		)	2.0
Total comprehensive income (loss)	$	10.4	$	10.4		$	10.4		$	(4.8	)	$	(16.0	)	$	10.4

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by (used for) operating activities	$	(0.5	)	$	(17.1	)	$	9.1		$	14.3		$	—	$	5.8
Investing activities:
Capital expenditures	—			—			(12.1		)	(1.0		)	—		(13.1		)
Acquisitions	—			—			(9.9		)	—			—		(9.9		)
Net proceeds from dispositions	—			—			0.7			—			—		0.7
Net cash flow used for investing activities	—			—			(21.3		)	(1.0		)	—		(22.3		)
Financing activities:
Proceeds from long-term debt borrowings - new senior notes	—			103.8			—			—			—		103.8
Proceeds from borrowings under revolving credit facility	—			105.0			—			—			—		105.0
Repayments of borrowings under revolving credit facility	—			(105.0		)	—			—			—		(105.0		)
Deferred financing costs	—			(2.2		)	—			—			—		(2.2		)
Proceeds from stock option exercises	2.0			—			—			—			—		2.0
Taxes withheld for stock-based compensation	—			—			(3.0		)	—			—		(3.0		)
Dividends	(54.9		)	—			—			—			—		(54.9		)
Intercompany	53.4			(75.6		)	21.9			0.3			—		—
Other	—			—			(0.4		)	—			—		(0.4		)
Net cash flow provided by financing activities	0.5			26.0			18.5			0.3			—		45.3
Effect of exchange rate on cash and cash equivalents	—			—			—			(1.3		)	—		(1.3		)
Net increase (decrease) in cash and cash equivalents	—			8.9			6.3			12.3			—		27.5
Cash and cash equivalents at beginning of period	—			11.5			8.8			8.2			—		28.5
Cash and cash equivalents at end of period	$	—		$	20.4		$	15.1		$	20.5		$	—	$	56.0

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OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended March 31, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by operating activities	$	—		$	—		$	5.8		$	2.0		$	—	$	7.8
Investing activities:
Capital expenditures	—			—			(12.2		)	(3.5		)	—		(15.7		)
Net proceeds from dispositions	—			—			0.3			0.2			—		0.5
Net cash flow used for investing activities	—			—			(11.9		)	(3.3		)	—		(15.2		)
Financing activities:
Proceeds from long-term debt borrowings - term loan and senior notes	—			1,598.0			—			—			—		1,598.0
Deferred financing costs	—			(24.3		)	—			—			—		(24.3		)
Distribution of net debt proceeds to CBS	—			(1,523.8		)	—			—			—		(1,523.8		)
Net cash (distribution to)/contribution from CBS	2.4			—			39.8			—			—		42.2
Intercompany	(2.4		)	20.5			(11.7		)	(6.4		)	—		—
Other	—			—			(0.1		)	—			—		(0.1		)
Net cash flow provided by (used for) financing activities	—			70.4			28.0			(6.4		)	—		92.0
Effect of exchange rate on cash and cash equivalents	—			—			—			(0.5		)	—		(0.5		)
Net increase (decrease) in cash and cash equivalents	—			70.4			21.9			(8.2		)	—		84.1
Cash and cash equivalents at beginning of period	—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	70.4		$	24.0		$	19.5		$	—	$	113.9

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2015, 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, 2014, filed with the SEC on March 6, 2015, 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 “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries.

Overview

We provide advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), Canada and Latin America. We manage our business through two segments - U.S. and International.

As of July 17, 2014, we began operating in a manner that will allow us to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S., Canada and Latin America. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Marketing Areas and transit advertising displays with exclusive multi-year contracts with municipalities in large cities across the U.S. In total, we have displays in all of the 25 largest markets in the U.S. and over 180 markets in the U.S., Canada and Latin America. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and various sites in and around both Grand Central Station and Times Square in New York. With TAB Out of Home Ratings, we are able to provide advertisers with the actual audience, in terms of size and demographic composition that is exposed to individual signs. The combination of location and audience delivery is a relevant selling proposition for the out-of-home industry. The breadth and depth of our portfolio provides our customers with a multitude of options to address a wide range of marketing objectives from national, brand-building campaigns to hyper-local businesses that want to drive customers to their retail location “one mile down the road.”

We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON™, are always viewable and cannot be turned off, skipped or fast-forwarded, providing our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. We also believe that out-of-home is effective as a “stand-alone” media form, and as an integral part of a multi-media campaign, enhancing mobile, social and on-line advertising by amplifying small screen messaging to broader audiences. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, creative design support and post-campaign tracking and analytics. We use a real-time mobile operations reporting system that facilitates proof of performance to customers. We have a diversified base of customers across various industries. During the three months ended March 31, 2015, our largest categories of advertisers were retail, television and healthcare/pharmaceuticals, which represented 10%, 8% and 8% of our total U.S. revenues, respectively. During the three months ended March 31, 2014, our largest categories of advertisers were retail, healthcare/pharmaceuticals and television, which represented 9%, 9% and 8% of our total U.S. revenues, respectively.

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We manage our business through the following two segments:

United States. As of March 31, 2015, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the U.S. Our U.S. segment generated 27% of its revenues in the New York City metropolitan area in the three months ended March 31, 2015 and 20% in the three months ended March 31, 2014, and generated 14% in the Los Angeles metropolitan area in the three months ended March 31, 2015 and 12% in the three months ended March 31, 2014. In the three months ended March 31, 2015, our U.S. segment generated $313.9 million of Revenues and $94.4 million of Operating income before Depreciation, Amortization, Net gains (losses) on dispositions,Stock-based compensation and Restructuring charges (“Adjusted OIBDA”). In the three months ended March 31, 2014, our U.S. segment generated $255.0 million of Revenues and $80.3 million of Adjusted OIBDA. (See the “Segment Results of Operations” section of this MD&A.)

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. In the three months ended March 31, 2015, our International segment generated $30.0 million of Revenues and $0.1 million of Adjusted OIBDA. In the three months ended March 31, 2014, our International segment generated $32.9 million of Revenues and $1.1 million of Adjusted OIBDA.

Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control.

Business Environment

The outdoor advertising industry is fragmented, consisting of a large number of 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 broadcast and cable television, radio, print media, direct mail marketers, and increasingly, with on-line, mobile and social media advertising platforms. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy, as digital billboard displays have the potential to attract additional business from both new and existing customers. We believe digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns, and eliminate or greatly reduce production costs. In addition, digital billboard displays enable us to run multiple advertisements on each display (up to eight per minute). As a result, digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays.

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season.

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 March 31, 2015, we generated approximately 45% of our U.S. revenues from national advertising campaigns compared to approximately 40% in the three months ended March 31, 2014.

Our transit shelter and transit systems businesses require us to 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 a new contract. In November 2014, we were informed that we were not successful in our bid to renew the New York City phone kiosk contract which we obtained as part of the acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC (the “Acquisition”) on October 1, 2014, and our operation of these kiosks ceased during the first quarter of 2015. In the three months ended March 31, 2015, we generated revenue of $1.6 million related to these operations. Our transit contracts with the New York Metropolitan Transit Authority (the “MTA”), which represents 55% of our U.S. transit and other revenues, or 18% of our total U.S. revenues in the three months ended March 31, 2015, are scheduled to expire or are otherwise terminable by the MTA in 2015. We expect that a request for proposal will be issued by the MTA in mid-2015.

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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.

In the three months ended March 31, 2015, we incurred $8.4 million of costs associated with operating as a stand-alone public company ($3.4 million incrementally over 2014).

In an effort to help users evaluate our operating performance for the three months ended March 31, 2015 and 2014, where indicated, we present Adjusted OIBDA, Funds from Operations (“FFO”) and Adjusted FFO (“AFFO”) and related per adjusted weighted average share amounts, on a REIT-comparable basis.

	Three Months Ended March 31,
(in millions, except percentages)	2015		2014		% Change
Revenues	$	343.9	$	287.9	19	%
Constant dollar revenues(a)	343.9		284.0		21
Operating income	26.6		26.7		—
Adjusted OIBDA(b):
Reported	87.0		75.6		15
On a REIT-comparable basis	87.0		72.2		20
FFO(b):
Reported	49.9		50.3		(1	)
On a REIT-comparable basis	50.4		48.5		4
AFFO(b):
Reported	49.5		38.2		30
On a REIT-comparable basis	49.5		43.4		14
Net income	1.1		8.4		(87	)

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

(b) See the “Reconciliation of Non-GAAP Financial Measures” section of this MD&A for a reconciliation of Operating income to Adjusted OIBDA, Net income to FFO and AFFO, and results on a REIT-comparable basis.

Adjusted OIBDA

We calculate Adjusted OIBDA as Operating income before Depreciation, Amortization, Net (gains) losses 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 with an important perspective on our operating performance and also make it easier for users to compare our results with other companies that have different financing and capital structures or tax rates.

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FFO and AFFO

We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes costs related to restructuring charges, as well as certain non-cash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent and amortization of deferred financing costs. 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 are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and related per adjusted weighted average share amounts, 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 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.

Adjusted Weighted Average Shares

We present weighted average shares on an adjusted basis for basic earnings per share (“EPS”) to give effect to the 23,000,000 shares issued on April 2, 2014, in connection with the initial public offering (“IPO”), the 97,000,000 shares outstanding after our stock split and 16,536,001 shares issued in connection with the distribution of accumulated earnings and profits as of July 17, 2014, the date we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes(the “E&P Purge”), and on an adjusted basis for diluted EPS to also give effect to dilutive potential shares from grants of restricted share units (“RSUs”), performance-based RSUs (“PRSUs”) and stock options. Our management believes that these presentations are useful in evaluating our business because they allow users to evaluate our basic and diluted per share results after giving effect to the issuance of shares of our common stock in connection with our IPO and the E&P Purge, which increased our outstanding shares of common stock.

REIT-Comparable Basis Adjustments

We calculate Adjusted OIBDA, on a REIT-comparable basis, for the three months ended March 31, 2015 and 2014, by adjusting the three months ended March 31, 2014 to include incremental costs associated with operating as a stand-alone public company of $3.4 million, which were incurred in the three months ended March 31, 2015. We calculate FFO, AFFO and related per adjusted weighted average share amounts, on a REIT-comparable basis, for the three months ended March 31, 2015 and 2014, by adjusting to (1) include incremental costs associated with operating as a stand-alone public company, net of tax, of $3.1 million incurred in the three months ended March 31, 2015, and one month of interest expense, net of tax, of $6.2 million incurred in the three months ended March 31, 2015, relating to our entry into the Term Loan and the $425.0 million revolving credit facility, which matures in 2019 (the “Revolving Credit Facility”), and the issuance of $800.0 million of senior unsecured notes on January 31, 2014, and exclude income taxes that would not have been incurred had we been operating as a REIT in the three months ended March 31, 2014, (2) with respect to FFO and related per adjusted weighted average share amounts only, exclude Restructuring charges, net of tax, of $0.5 million incurred in the three months ended March 31, 2015, and (3) with respect to AFFO and related per adjusted weighted average share amounts only, include one month of amortization of deferred financing costs incurred in the three months ended March 31, 2015, of $0.4 million relating to our entry into the Term Loan and Revolving Credit Facility, and the issuance of $800.0 million of senior unsecured notes on January 31, 2014. Our management believes these adjusted presentations are useful in evaluating our business because they allow users to compare our operating performance for the three months ended March 31, 2015, against the operating performance for the three months ended March 31, 2014, taking into account certain significant costs arising as a result of our separation from CBS Corporation (“CBS”) on July 16, 2014 (the “Separation”), as well as the REIT tax treatment that would have applied had we been operating as a REIT for the periods presented.

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Since adjusted weighted average shares, Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO, and, on a REIT-comparable basis, Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, weighted average shares outstanding for basic and diluted EPS, Operating income, Net income, Revenues and Net income per common share for basic and diluted EPS, 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 to Adjusted OIBDA, and Net income to FFO and AFFO. The table also reconciles Adjusted OIBDA, FFO and AFFO to Adjusted OIBDA, FFO and AFFO, and related per adjusted weighted average share amounts, on a REIT-comparable basis.

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2015			2014
Operating income	$	26.6		$	26.7
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation	28.7			26.1
Amortization	27.8			21.9
Stock-based compensation	3.6			1.8
Adjusted OIBDA	87.0			75.6
Incremental stand-alone costs(a)	—			(3.4		)
Adjusted OIBDA on a REIT-comparable basis	$	87.0		$	72.2
Net income	$	1.1		$	8.4
Depreciation of billboard advertising structures	26.8			24.2
Amortization of real estate-related intangible assets	14.4			10.7
Amortization of direct lease acquisition costs	7.5			7.0
Net (gain) loss on disposition of billboard advertising structures, net of tax	(0.3		)	(0.2		)
Adjustment related to equity-based investments	0.4			0.2
FFO	49.9			50.3
Restructuring charges, net of tax	0.5			—
Incremental stand-alone costs, net of tax(a)	—			(3.1		)
Incremental interest expense, net of tax(b)	—			(6.2		)
REIT tax adjustment(c)	—			7.5
FFO on a REIT-comparable basis	$	50.4		$	48.5

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	Three Months Ended
	March 31,
(in millions, except per share amounts)	2015			2014
FFO	$	49.9		$	50.3
Adjustment for deferred income taxes	(0.4		)	(6.9		)
Cash paid for direct lease acquisition costs	(7.9		)	(8.5		)
Maintenance capital expenditures(f)	(6.5		)	(5.6		)
Restructuring charges - severance, net of tax	0.5			—
Other depreciation	1.9			1.9
Other amortization	5.9			4.2
Stock-based compensation	3.6			1.8
Non-cash effect of straight-line rent	0.4			(0.2		)
Accretion expense	0.6			0.5
Amortization of deferred financing costs	1.5			0.7
AFFO	49.5			38.2
Incremental stand-alone costs, net of tax(a)	—			(3.1		)
Incremental interest expense, net of tax(b)	—			(6.2		)
Incremental amortization of deferred financing costs	—			0.4
REIT tax adjustment(c)	—			14.1
AFFO on a REIT-comparable basis	$	49.5		$	43.4
FFO on a REIT-comparable basis, per adjusted weighted average share(d):
Basic	$	0.37		$	0.36
Diluted	$	0.37		$	0.35
AFFO on a REIT-comparable basis, per adjusted weighted average share(d):
Basic	$	0.36		$	0.32
Diluted	$	0.36		$	0.32
Adjusted weighted average shares(d):
Basic	136.9			136.5
Diluted	137.6			137.2
Weighted average shares outstanding:
Basic	136.9			97.0
Diluted	137.6			97.0

(a) Adjustment to reflect incremental costs to operate as a stand-alone company at the same level as 2015.

(b) Adjustment to reflect incremental interest expense, net of tax, at the same level as 2015.

(c) Adjustment to reflect tax balances as if we had been operating as a REIT for both years.

(d) Adjusted weighted average shares includes the 23,000,000 shares issued on April 2, 2014, in connection with the IPO, the 97,000,000 shares outstanding after our stock split^(e) and the 16,536,001 shares issued in connection with the E&P Purge for basic EPS. Adjusted weighted average shares for diluted EPS also includes dilutive potential shares from grants of RSUs, PRSUs and stock options.

(e) On March 14, 2014, our board of directors declared a 970,000 to 1 stock split. As a result of the stock split, the 100 shares of our common stock then outstanding were converted into 97,000,000 shares of our common stock. The effects of the stock split have been applied retroactively to all reported periods for EPS purposes.

(f) Prior period amounts have been revised to the current presentation to reflect non-cash purchases of property and equipment.

FFO in the three months ended March 31, 2015, of $49.9 million increased 1% compared to the same prior-year period, primarily due to the impact of the Acquisition, partially offset by higher interest costs and incremental stand-alone costs, net of tax, of $3.1 million. AFFOin the three months ended March 31, 2015, was $49.5 million, an increase of 30% compared to the same prior-year period. On a REIT-comparable basis, FFO increased 4% and AFFO increased 14% in the three months ended March 31, 2015, compared to the same prior-year period. AFFO on a REIT-comparable basis per adjusted weighted average

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share was $0.36 per share for basic and diluted EPS in the three months ended March 31, 2015. AFFO on a REIT-comparable basis per adjusted weighted average share was $0.32 for basic and diluted EPS in the three months ended March 31, 2014. The increase in FFO and FFO per adjusted weighted average share, on a REIT-comparable basis, for the three months ended March 31, 2015, compared to the same prior-year period, was primarily due to the Acquisition, partially offset by higher interest costs associated with the Acquisition and increased strategic business development expenses. AFFO and AFFO per adjusted weighted average share for the three months ended March 31, 2015, on a REIT-comparable basis, increased 14% compared to the same prior-year period, due primarily to the Acquisition, partially offset by higher interest costs associated with the Acquisition and increased strategic business development expenses.

Analysis of Results of Operations

Revenues

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

							(in constant dollars)(b)
							Three
							Months
	Three Months Ended						Ended
	March 31,				%		March 31,		%
(in millions, except percentages)	2015		2014		Change		2014		Change
Revenues:
Billboard	$	246.9	$	205.1	20	%	$	201.8	22	%
Transit and other	97.0		82.8		17		82.2		18
Total revenues	$	343.9	$	287.9	19		$	284.0	21
Organic revenues(a):
Billboard	$	205.2	$	201.8	2		$	201.8	2
Transit and other	91.8		81.4		13		81.4		13
Total organic revenues(a)	297.0		283.2		5		283.2		5
Non-organic revenues:
Billboard	41.7		3.3		*		—		*
Transit and other	5.2		1.4		*		0.8		*
Total non-organic revenues	46.9		4.7		*		0.8		*
Total revenues	$	343.9	$	287.9	19		$	284.0	21

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users 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) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exchange rates between periods.

Total revenues increased $56.0 million, or 19%, and organic revenues increased $13.8 million, or 5%, in the three months ended March 31, 2015, compared to the same prior-year period. In constant dollars, revenues increased $59.9 million, or 21%, and organic revenues increased $13.8 million, or 5%, for the three months ended March 31, 2015, compared to the same prior-year period.

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Non-organic revenues primarily reflects the Acquisition ($46.6 million) and the discontinuation of a business line in April 2014 ($0.8 million).

Total billboard revenues increased $41.8 million, or 20%, in the three months ended March 31, 2015, compared to the same prior-year period, principally driven by the impact of the Acquisition, the conversion of traditional static billboard displays to digital billboard displays and an increase in production and installation revenues, partially offset by a decline in average revenue per display (yield) and foreign currency exchange losses of $3.9 million. In constant dollars, billboard revenues increased $45.1 million, or 22%, primarily due to the impact of the Acquisition.

Total transit and other revenues increased $14.2 million, or 17%, in the three months ended March 31, 2015, compared to the same prior-year period, driven by the impact of the Acquisition, stronger market conditions in national advertising and higher revenues in 2015 from the financial services, telecom/utilities and professional services industries, partially offset by lower revenues in 2015 from the television and beer/liquor industries, a decline in revenues from our Sports Media division and the discontinuation of a business line in April 2014.

Expenses

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2015			2014			Change
Expenses:
Operating	$	198.8		$	163.5		22	%
Selling, general and administrative	61.7			50.6			22
Restructuring charges	0.6			—			*
Net gain on dispositions	(0.3		)	(0.9		)	(67	)
Depreciation	28.7			26.1			10
Amortization	27.8			21.9			27
Total expenses	$	317.3		$	261.2		21

* Calculation is not meaningful.

Operating Expenses

	Three Months Ended
	March 31,				%
(in millions, except percentages)	2015		2014		Change
Operating expenses:
Billboard property lease	$	89.3	$	64.3	39	%
Transit franchise	52.3		44.2		18
Posting, maintenance and other	57.2		55.0		4
Total operating expenses	$	198.8	$	163.5	22

Billboard property lease expenses represented 36% of billboard revenues in the three months ended March 31, 2015, and 31% in the three months ended March 31, 2014. Transit franchise expenses represented 64% of transit revenues in the three months ended March 31, 2015, and 67% in the three months ended March 31, 2014. Billboard property lease and transit franchise expenses increased by $33.1 million in the three months ended March 31, 2015, compared to the same prior-year period. The increase in billboard property lease expenses was primarily due to the impact of the Acquisition. The increase in transit franchise expenses was primarily due to the increase in transit revenues.

Posting, maintenance and other expenses as a percentage of Revenues were 17% in the three months ended March 31, 2015, and 19% in the three months ended March 31, 2014. Posting, maintenance and other expenses increased $2.2 million, or 4%, in the three months ended March 31, 2015, compared to the same prior-year period, principally due to the impact of the Acquisition, and higher production and installation costs, which are typically billed to the advertiser and recorded as Revenues.

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

SG&A expenses represented 18% of Revenues in each of the three months ended March 31, 2015 and 2014. SG&A expenses increased $11.1 million, or 22%, in the three months ended March 31, 2015, compared to the same prior-year period, primarily due to the impact of the Acquisition, incremental stand-alone costs of $3.4 million and increased strategic business development expenses of $2.5 million.

During 2014, we incurred incremental SG&A expenses related to additional public company expenses that did not apply to us historically. These incremental expenses were incurred throughout 2014 and accordingly, will impact 2015 on an annualized basis.

Depreciation

Depreciation increased $2.6 million, or 10%, in the three months ended March 31, 2015, compared to the same prior-year period, due primarily to higher depreciation associated with the increased number of digital billboards.

Amortization

Amortization increased $5.9 million, or 27% in the three months ended March 31, 2015, compared to the same prior-year period, principally driven by amortization related to the intangible assets associated with the Acquisition. Amortization expense includes the amortization of direct lease acquisition costs of $7.5 million in the three months ended March 31, 2015, and $7.0 million in the same prior-year period. Capitalized direct lease acquisition costs were $7.7 million in the three months ended March 31, 2015, and $7.3 million in the same prior-year period.

Interest Expense

Interest expense, net, was $27.8 million in the three months ended March 31, 2015, and $12.5 million in the three months ended March 31, 2014. We incurred $1.6 billion of indebtedness on January 31, 2014, $600 million of indebtedness on October 1, 2014 and $100.0 million of indebtedness on March 30, 2015 (see the “Liquidity and Capital Resources” section of this MD&A).

Benefit (Provision) for Income Taxes

The benefit for income taxes was $1.4 million in the three months ended March 31, 2015, and the provision for income taxes was $5.9 million for the same prior year period.

Net income

Net income decreased $7.3 million, or 87%, in the three months ended March 31, 2015, compared to the same prior-year period, primarily due to higher SG&A and interest expenses, partially offset by higher revenues and the impact of the Acquisition.

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Segment Results of Operations

We present Adjusted OIBDA as the primary measure of profit and loss for our operating segments in accordance with Financial Accounting Standards Board (the “FASB”) guidance for segment reporting. (See the “Key Performance Indicators” section of this MD&A.)

The following table presents our Revenues, Adjusted OIBDA, Operating income (loss) and Depreciation and Amortization by segment, in the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,
(in millions)	2015			2014
Revenues:
United States	$	313.9		$	255.0
International	30.0			32.9
Total revenues	343.9			287.9
Foreign currency exchange impact	—			(3.9		)
Constant dollar revenues(a)	$	343.9		$	284.0
Operating income	$	26.6		$	26.7
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation	28.7			26.1
Amortization	27.8			21.9
Stock-based compensation(b)	3.6			1.8
Adjusted OIBDA	$	87.0		$	75.6
Adjusted OIBDA:
United States	$	94.4		$	80.3
International	0.1			1.1
Corporate	(7.5		)	(5.8		)
Total Adjusted OIBDA	$	87.0		$	75.6
Operating income (loss):
United States	$	43.9		$	40.0
International	(6.2		)	(5.7		)
Corporate	(11.1		)	(7.6		)
Total operating income	$	26.6		$	26.7

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

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

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United States

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2015			2014			Change
Revenues:
Billboard	$	221.1		$	176.9		25	%
Transit and other	92.8			78.1			19
Total revenues	$	313.9		$	255.0		23
Organic revenues(a)
Billboard	$	179.4		$	176.9		1
Transit and other	87.6			77.3			13
Total organic revenues	267.0			254.2			5
Non-organic revenues
Billboard	41.7			—			*
Transit and other	5.2			0.8			*
Total non-organic revenues	46.9			0.8			*
Total revenues	313.9			255.0			23
Operating expenses	(176.3		)	(139.0		)	27
SG&A expenses	(43.2		)	(35.7		)	21
Adjusted OIBDA	$	94.4		$	80.3		18
Operating income	$	43.9		$	40.0		10
Restructuring charges	0.6			—			*
Net gain on dispositions	(0.4		)	(0.8		)	(50	)
Depreciation and amortization	50.3			41.1			22
Adjusted OIBDA	$	94.4		$	80.3		18

* Calculation is not meaningful.

(a) Organic revenues are adjusted to exclude revenues associated with significant acquisitions and divestitures, and revenues associated with business lines we no longer operate (“non-organic revenues”).

Total U.S. revenues increased $58.9 million, or 23%, and U.S. organic revenues increased $12.8 million, or 5%, in the three months ended March 31, 2015, compared to the same prior-year period. Non-organic revenues primarily reflect the Acquisition in 2014 and the discontinuation of a business line in April 2014.

Total U.S. revenue growth was led by increases in the computers/internet, financial services and retail categories, reflecting the impact of the Acquisition ($46.6 million), and growth attributable to the conversion of traditional static billboard displays to digital billboard displays. In the three months ended March 31, 2015, we generated approximately 45% of our U.S. revenues from national advertising campaigns compared to approximately 40% in the three months ended March 31, 2014.

Revenues from U.S. billboards increased $44.2 million, or 25%, in the three months ended March 31, 2015, compared to the same prior-year period, reflecting the impact of the Acquisition, the conversion of traditional static billboard displays to digital billboard displays and an increase in production and installation revenues, partially offset by a decline in average revenue per display (yield).

Organic revenues from U.S. billboards increased $2.5 million, or 1%, in the three months ended March 31, 2015, compared to the same prior-year period, primarily due to the conversion of traditional static billboard displays to digital billboard displays and production and installation revenues.

Transit and other revenues in the U.S. increased $14.7 million, or 19%, in the three months ended March 31, 2015, compared to the same prior-year period, reflecting the impact of the Acquisition, stronger market conditions in national advertising and higher revenues in 2015 from the financial services, telecom/utilities and professional services industries, partially offset by

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lower revenues in 2015 from the television and beer/liquor industries, a decline in revenues from our Sports Media division and the discontinuation of a business line in April 2014.

Organic revenues from U.S. transit and other increased $10.3 million, or 13%, in the three months ended March 31, 2015, compared to the three months ended March 31, 2014.

U.S. operating and SG&A expenses increased $37.3 million and $7.5 million, or 27% and 21%, respectively, in the three months ended March 31, 2015, compared to the same prior-year period, primarily due to the impact of the Acquisition, higher transit franchise expenses due to the increase in transit revenues compared to the corresponding prior-year period, incremental stand-alone costs, increased compensation-related expenses and increased strategic business development expenses.

U.S. Adjusted OIBDA increased $14.1 million, or 17.6%, in the three months ended March 31, 2015, compared to the same prior-year period, primarily due to the impact of the Acquisition. Adjusted OIBDA margin decreased to 30% in the three months ended March 31, 2015, from 31% in the same prior-year period.

International

									(in constant dollars)(b)
									Three
									Months
	Three Months Ended								Ended
(in millions, except	March 31,						%		March 31,			%
percentages)	2015			2014			Change		2014			Change
Revenues:
Billboard	$	25.8		$	28.2		(9	)%	$	24.9		4	%
Transit and other	4.2			4.7			(11	)	4.1			2
Total revenues	$	30.0		$	32.9		(9	)	$	29.0		3
Organic revenues(a)
Billboard	$	25.8		$	24.9		4		$	24.9		4
Transit and other	4.2			4.1			2		4.1			2
Total organic revenues	30.0			29.0			3		29.0			3
Non-organic revenues
Billboard	—			3.3			*		—			*
Transit and other	—			0.6			*		—			*
Total non-organic revenues	—			3.9			*		—			*
Total revenues	$	30.0		$	32.9		(9	)	$	29.0		3
Canada	$	15.5		$	16.5		(6	)	$	14.6		6
Latin America	14.5			16.4			(12	)	14.4			1
Total revenues	30.0			32.9			(9	)	29.0			3
Operating expenses	(22.5		)	(24.5		)	(8	)	(21.7		)	4
SG&A expenses	(7.4		)	(7.3		)	1		(6.4		)	16
Adjusted OIBDA	$	0.1		$	1.1		(91	)	$	0.9		(89	)
Operating loss	$	(6.2	)	$	(5.7	)	9
Net (gain) loss on dispositions	0.1			(0.1		)	*
Depreciation and amortization	6.2			6.9			(10	)
Adjusted OIBDA	$	0.1		$	1.1		(91	)

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with significant acquisitions and divestitures, revenues associated with business lines we no longer operate, and the impact of foreign currency exchange rates (“non-organic revenues”).

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

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Total International revenues decreased $2.9 million, or 9%, in the three months ended March 31, 2015, compared to the same prior-year period, reflecting the negative impact of foreign currency exchange rates. In constant dollars, total International revenues increased 3%, driven by an increase in Canada of 6%.

International operating expenses decreased $2.0 million, or 8%, in the three months ended March 31, 2015, compared to the same prior-year period, driven by the impact of foreign currency exchange rates, and an increase in billboard property and transit franchise lease costs in Canada and Latin America. International SG&A expenses increased $0.1 million, or 1%, compared to the prior-year period, primarily driven by higher compensation-related expenses and commissions.

International Adjusted OIBDA decreased $1.0 million, or 91%, in the three months ended March 31, 2015, compared to the same prior-year period, driven by higher expenses. In constant dollars, International Adjusted OIBDA decreased $0.8 million in the three months ended March 31, 2015, or 89%, compared to the same prior-year period.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were $7.5 million in the three months ended March 31, 2015 and $5.8 million in the same prior-year period, reflecting incremental stand-alone costs of $2.9 million, offset by lower compensation-related expenses.

Liquidity and Capital Resources

	As of
(in millions, except percentages)	March 31, 2015		December 31, 2014		% Change
Assets:
Cash and cash equivalents	$	56.0	$	28.5	96	%
Receivables, less allowance ($13.8 in 2015 and $14.2 in 2014)	201.0		217.5		(8	)
Deferred income tax assets, net	1.7		2.3		(26	)
Prepaid lease and transit franchise costs	121.6		68.2		78
Other prepaid expenses	30.7		26.1		18
Other current assets	14.9		12.7		17
Total current assets	425.9		355.3		20
Liabilities:
Accounts payable	69.0		75.2		(8	)
Accrued compensation	25.8		34.6		(25	)
Accrued interest	27.3		18.0		52
Accrued lease costs	25.2		34.4		(27	)
Other accrued expenses	44.4		47.4		(6	)
Deferred revenues	33.2		18.6		78
Other current liabilities	24.4		27.0		(10	)
Total current liabilities	249.3		255.2		(2	)
Working capital	$	176.6	$	100.1	76

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. Our short-term cash requirements primarily include payments for operating leases, franchise rights, capital expenditures, interest and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows and borrowing capacity under our Revolving Credit Facility.

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 “tuck-in” transactions to larger acquisitions, which transactions could be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

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Our long-term cash needs include principal payments on outstanding indebtedness. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowing capacity under our Revolving Credit Facility.

As of March 31, 2015, we had indebtedness of $2.3 billion.

On April 30, 2015, we announced that our board of directors approved a quarterly cash dividend of $0.34 per share on our common stock, payable on June 30, 2015, to stockholders of record at the close of business on June 11, 2015.

Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2015			December 31, 2014
Term loan, due 2021	$	798.3		$	798.3
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	549.3			549.3
5.625% senior unsecured notes, due 2024	503.8			400.0
5.875% senior unsecured notes, due 2025	450.0			450.0
Total senior unsecured notes	1,503.1			1,399.3
Other	0.3			0.7
Total long-term debt	$	2,301.7		$	2,198.3
Weighted average cost of debt	4.7		%	4.6		%

	Payments Due by Period
(in millions)	Total		2015		2016-2017		2018-2019		2020 and thereafter
Long-term debt	$	2,300.6	$	0.2	$	0.4	$	—	$	2,300.0
Interest	895.6		106.6		215.6		215.6		357.8
Total	$	3,196.2	$	106.8	$	216.0	$	215.6	$	2,657.8

Term Loan

The interest rate on the Term Loan was 3.00% per annum as of March 31, 2015. As of March 31, 2015, a discount of $1.7 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

Senior Unsecured Notes

On February 3, 2015, we completed an exchange offer pursuant to which $550.0 million of the privately issued 5.250% Senior Unsecured Notes due 2022, $400.0 million of the privately issued 5.625% Senior Unsecured Notes due 2024, and $450.0 million of the privately issued 5.875% Senior Unsecured Notes due 2025, were exchanged for publicly registered senior unsecured notes having substantially identical terms.

As of March 31, 2015, a discount of $0.7 million on $150.0 million of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

On March 30, 2015, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), issued an additional $100.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (the “New 2024 Senior Notes”) in a private placement. The New 2024 Senior Notes are of the same class and series as, and otherwise identical to, the 5.625% Senior

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Unsecured Notes due 2024 that were previously issued by the Borrowers on January 31, 2014. Interest on the New 2024 Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2015 and deemed to have accrued from November 15, 2014. The New 2024 Senior Notes were issued at a premium of $3.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2024 Senior Notes.

On March 30, 2015, a portion of the net proceeds of the New 2024 Senior Notes were used to repay all outstanding borrowings against the Revolving Credit Facility and the remainder was retained for general corporate purposes.

Pursuant to a registration rights agreement dated March 30, 2015, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by March 30, 2016, related to an offer to exchange the New 2024 Senior Notes for registered New 2024 Senior Notes having substantially identical terms, or, in certain cases, to register the New 2024 Senior Notes for resale. If we and the Borrowers do not register or exchange the New 2024 Senior Notes pursuant to the terms of the registration right agreement, the Borrowers will be required to pay additional interest to the holders of the New 2024 Senior Notes under certain circumstances.

Revolving Credit Facility

As of March 31, 2015, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in each of the three months ended March 31, 2015 and 2014. As of March 31, 2015, we had issued letters of credit totaling approximately $30.5 million against the Revolving Credit Facility.

Debt Covenants

The credit agreement dated January 31, 2014, (the “Credit Agreement”), governing the Term Loan and the Revolving Credit Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or Capital LLC’s capital stock or make other restricted payments, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers.

The terms of the Credit Agreement require that, as long as any commitments remain outstanding under the Revolving Credit Facility, we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.0 to 1.0. As of March 31, 2015, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2015, our Consolidated Total Leverage Ratio was 5.0 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. 

Letter of Credit Facility

As of March 31, 2015, we issued letters of credit totaling approximately $69.6 million under our $80.0 million letter of credit facility. The fee under the letter of credit facility was immaterial in each of the three months ended March 31, 2015 and 2014.

Deferred Financing Costs

As of March 31, 2015, we had deferred $37.4 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes.

Cash Flows

We have revised the previously reported Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2014. In prior periods, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $7.5

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million for the three months ended March 31, 2014. We do not believe that these misclassifications were material to the previously reported interim financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity. The impacted prior periods will be revised as they are presented in future filings.

The following table sets forth our cash flows in the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2015			2014			Change
Cash provided by operating activities	$	5.8		$	7.8		(26	)%
Cash used for investing activities	(22.3		)	(15.2		)	47
Cash provided by financing activities	45.3			92.0			(51	)
Effect of exchange rate changes on cash and cash equivalents	(1.3		)	(0.5		)	160
Net increase to cash and cash equivalents	$	27.5		$	84.1		(67	)

Cash provided by operating activities decreased $2.0 million in the three months ended March 31, 2015, compared to the same prior-year period, principally driven by lower net income and higher interest paid on the 2014 and 2015 debt borrowings, partially offset by increased non-cash charges.

Cash used for investing activities increased $7.1 million in the three months ended March 31, 2015, compared to the same prior-year period. In the three months ended March 31, 2015, we incurred $13.1 million in capital expenditures, completed several small tuck-in acquisitions for $9.9 million and received $0.7 million in net proceeds from dispositions. In the three months ended March 31, 2014, we incurred $15.7 million in capital expenditures and received proceeds from dispositions of $0.5 million.

The following table presents our capital expenditures in the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,				%
(in millions, except percentages)	2015		2014		Change
Growth	$	6.6	$	10.1	(35	)%
Maintenance	6.5		5.6		16
Total capital expenditures	$	13.1	$	15.7	(17	)

Capital expenditures increased $2.6 million, or 17%, in the three months ended March 31, 2015, compared to the same prior-year period, driven by growth in digital billboard displays and increased investments in information technology.

For the full year of 2015, we expect our capital expenditures to be approximately $70.0 million, which will be used primarily for growth in digital billboard displays, to improve the quality or extend the life of our U.S. billboards and to renovate certain office facilities.

Cash provided by financing activities decreased $46.7 million in the three months ended March 31, 2015, compared to the same prior-year period. In the three months ended March 31, 2015, we incurred debt of $103.8 million and paid a quarterly cash dividend of $46.7 million and a special cash dividend of $8.2 million, comprised of a “top-up” of the 2014 annual dividend for REIT distributable income. In the three months ended March 31, 2014, we retained $50.0 million related to the incurrence of $1.6 billion of indebtedness on January 31, 2014, and had a net capital contribution from CBS of $42.2 million.

Off-Balance Sheet Arrangements

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $113.2 million as of March 31, 2015, and were not recorded on the Consolidated Statements of Financial Position.

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Accounting Standards

Adoption of New Accounting Standards

Service Concession Arrangements

During the first quarter of 2015, we adopted the FASB’s guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. This guidance did not have a material effect on our financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

During the first quarter of 2015, we adopted the FASB guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued principles-based guidance addressing the recognition of debt issuance costs related to a recognized debt liability. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We do not expect this guidance to have a material effect on our financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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• Declines in advertising and general economic conditions;

• Competition;

• Government regulation;

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

• Taxes, fees and registration requirements;

• Our ability to obtain and renew key municipal concessions 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 advertising executives;

• 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;

• Hedging transactions;

• Establishing an operating partnership;

• Asset impairment charges for goodwill;

• Diverse risks in our international business;

• A breach of our security measures;

• Failure to comply with regulations regarding privacy and data protection;

• Failing to establish in a timely manner “OUTFRONT” as an independently recognized brand name with a strong reputation;

• The financial information included in our filings with the SEC may not be a reliable indicator of our future results;

• Cash available for distributions;

• Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service (the “IRS”);

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

• REIT ownership limits;

• 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;

• Our ability to hedge effectively;

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

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

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

• Our lack of an operating history as a REIT; and

• We may not be able to engage in desirable strategic or capital-raising transactions as a result of the Separation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

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 our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

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

Commodity Price Risk

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

We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2014, such contracts accounted for 4.0% of our total utility costs. As of March 31, 2015, we had an active electricity purchase agreement with fixed contract rates for locations throughout Texas, which expires in July 2018.

Foreign Exchange Risk

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and statements of financial position from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Although certain of our transactions are denominated in the Canadian Dollar, the Mexican Peso, the Argentine Peso, the Brazilian Real, the Chilean Peso and the Uruguayan Peso, substantially all of our transactions are denominated in the U.S. Dollar, therefore reducing our risk to currency translation exposures.

We do not currently use derivatives or other financial instruments to mitigate foreign currency risk based on our limited exposure to currencies other than the U.S. Dollar, although we may do so in the future.

Interest Rate Risk

We are subject to interest rate risk to the extent we have variable-rate debt outstanding including under our Senior Credit Facilities. As of March 31, 2015, we had an $800.0 million variable-rate Term Loan due 2021 outstanding, which has an interest rate of 3.0% per year. An increase or decrease of 1/8% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million. We do not currently use derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.

Credit Risk

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

Item 4.    Controls and Procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a -15(e)  of the Exchange Act, as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the periods covered by this report were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015. There have been no material changes from the risk factors previously disclosed.

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

Unregistered Sales of Equity Securities

On January 29, 2015, we issued 111,194 shares of our common stock to J&M Holding Enterprises, Inc. (“J&M”), an affiliate of Videri Inc. (“Videri”). Additionally, on February 26, 2015, we issued 74,129 shares, and on March 9, 2015, we issued 37,065 shares of our common stock to Videri, each in connection with licenses and services to be received under a development and license agreement with J&M and Videri. The shares were issued without registration in reliance on the exemption afforded by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering or general solicitation to accredited investors, with adequate Company information available.

Purchases of Equity Securities by the Issuer

	Total Number of Shares  Purchased(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Remaining Authorizations
January 1, 2015 through January 31, 2015	40,074	$	26.75	—	—
February 1, 2015 through February 28, 2015	4,848	29.34		—	—
March 1, 2015 through March 31, 2015	6,946	30.01		—	—
Total	51,868	27.43		—	—

(a) Reflects shares deemed to be surrendered to the Company in connection with tax withholding payments upon exercise of employee stock options at the related exercise prices.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

See Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

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SIGNATURES

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

OUTFRONT MEDIA INC.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Date: May 7, 2015

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Articles of Amendment and Restatement of OUTFRONT Media Inc. effective March 28, 2014, as amended by the Articles of Amendment of OUTFRONT Media Inc. effective November 20, 2014 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 20, 2014).
3.2	Amended and Restated Bylaws of OUTFRONT Media Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 20, 2014).
4.1	Indenture, dated as of January 31, 2014, by and among CBS Outdoor Americas Capital LLC, CBS Outdoor Americas Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (including Form of Senior Notes) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014).
4.2	Third Supplemental Indenture, dated as of March 30, 2015, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 30, 2015).
10.1	Registration Rights Agreement, dated as of March 30, 2015, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 30, 2015).
10.2	OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.
10.3	OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan.
10.4	Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with Time Vesting granted under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.
10.5	Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting granted under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan on or after February 19, 2015.
31.1	Certification of the Chief Executive Officer of OUTFRONT Media Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of OUTFRONT Media Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer of OUTFRONT Media Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
32.2	Certification of the Chief Financial Officer of OUTFRONT Media Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Document
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

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EX-10.2

Exhibit 10.2

OUTFRONT MEDIA INC.

OMNIBUS STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF FEBRUARY 19, 2015)

ARTICLE I
GENERAL

Section 1.1Purpose.

The purpose of the OUTFRONT Media, Inc. Omnibus Stock Incentive Plan (as amended and restated as of February 19, 2015) (the “Plan”) is to benefit and advance the interests of OUTFRONT Media, Inc., a Maryland corporation (formerly known as CBS Outdoor Americas, Inc.) (the “Company”), and its Subsidiaries (as defined below) by attracting, retaining and motivating Participants (as defined below) and to compensate Participants for their contributions to the financial success of the Company and its Subsidiaries.

Section 1.2Definitions.

As used in the Plan, the following terms shall have the following meanings:

(a)    “Adjusted Awards” shall mean Awards granted under the CBS Stock Plans that are converted into Awards in respect of Common Stock pursuant to the transactions contemplated by the Separation Agreement.

(b)    “Administrator” shall mean the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section 1.3 hereof.

(c)    “Affiliate” means a corporation or other entity controlled by, controlling or under common control with the Company.

(d)    “Agreement” shall mean the written agreement and/or certificate or other documentation governing an Award under the Plan.

(e)    “Awards” shall mean any Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, unrestricted shares of Common Stock, Dividend Equivalents, Performance Awards or Other Awards or a combination of any of the above awarded under the Plan, including Adjusted Awards and Substitute Awards.

(f)    “Board” shall mean the Board of Directors of the Company.

(g)    “CBS Stock Plan” shall mean each of the CBS Corporation 2009 Long-Term Incentive Plan, the CBS Corporation 2004 Long-Term Management Incentive Plan and the Viacom Inc. 2000 Long-Term Management Incentive Plan.

(h)    “Change in Control” shall mean, except as may otherwise be prescribed by the Committee in an Award Agreement, the occurrence of any of the following events:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity (the “Voting Power”); provided, however, that the following acquisitions will not be deemed to result in a Change in Control: (a) any acquisition directly from the Company; (b) any acquisition by the Company; (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (d) any acquisition by any Person pursuant to a transaction that complies with clauses (a), (b) and (c) of Section 1.2(h)(iii) below; or

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(ii)    individuals who, as of the Adoption Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Adoption Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) will be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)    consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination of the Voting Power, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board providing for such Business Combination; or

(iv)    approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(i)    “Code” shall mean the Internal Revenue Code of 1986, as amended, including any successor law thereto, and the rules and regulations promulgated thereunder.

(j)    “Committee” shall mean the Compensation Committee of the Board or such other committee as may be appointed or designated by the Board to administer the Plan in accordance with Section 1.3(a) hereof.

(k)    “Common Stock” shall mean shares of the Company’s common stock, par value $0.01 per share.

(l)    “Compensation Committee” shall mean the Compensation Committee of the Board.

(m)    “Consultant” shall mean an individual, other than an Employee or a Director, who provides services to the Company or any of its Subsidiaries as a consultant or advisor.

(n)    “Corporate Transaction” shall have the meaning set forth in Section 8.1(a) hereof.

(o)    “Date of Grant” shall mean the effective date of the grant of an Award under the Plan; provided, however, that in the case of a Substitute Award, the Date of Grant shall be the effective date of the grant of such award under the original plan under which the award was authorized, and in the case of an Adjusted Award, the Date of Grant shall be the effective date of the grant of such award under a CBS Stock Plan.

(p)    “Director” shall mean each member of the Board who is not employed by (i) the Company, (ii) any of the Company’s Subsidiaries or (iii) any entity which directly or indirectly owns an equity or similar interest

2

corresponding to more than 50% of the voting power normally entitled to vote for the election of directors of the Company (or comparable voting power).

(q)    “Director Grant Committee” shall have the meaning set forth in Section 1.3(d) hereof.

(r)    “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spin-off or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(s)    “Dividend Equivalent” shall mean a right to receive a payment based upon the value of the regular cash dividend paid on a specified number of shares of Common Stock as set forth in Section 7.1 hereof. Payments in respect of Dividend Equivalents may be in cash, or, in the discretion of the Committee, in shares of Common Stock or other securities of the Company designated by the Committee or in a combination of cash, shares of Common Stock or such other securities

(t)    “Earnings Per Share” shall have the meaning provided by GAAP.

(u)    “EBITDA” shall mean earnings before interest, taxes, depreciation and amortization.

(v)    “Effective Date” shall have the meaning set forth in Section 13.1 hereof.

(w)    “Eligible Person” shall have the meaning set forth in Section 1.4 hereof.

(x)    “Employee” shall mean an individual who is employed by the Company or any of its Subsidiaries.

(y)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, including any successor law thereto, and the rules and regulations promulgated thereunder.

(z)    “Expiration Date” shall have the meaning set forth in Section 13.2 hereof.

(aa)    “Fair Market Value” of a share of Common Stock on a given date shall be, unless the Committee determines otherwise, the 4:00 p.m. (New York time) closing price on such date on the New York Stock Exchange or other principal stock exchange on which the Common Stock is then listed, as reported by The Wall Street Journal or any other authoritative source selected by the Company.

(bb)    “Free Cash Flow” shall mean OIBDA, less cash interest, taxes paid, working capital requirements and capital expenditures.

(cc)    “GAAP” shall mean generally accepted accounting principles in the United States.

(dd)    “Incentive Stock Option” means any Stock Option designated in the applicable Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

(ee)    “IPO” means the initial public offering of Common Stock.

(ff)    “Net Earnings” shall have the meaning provided by GAAP.

(gg)    “Net Earnings from Continuing Operations” shall have the meaning provided by GAAP.

(hh)    “Net Revenue” shall have the meaning provided by GAAP.

(ii)    “OIBDA” shall mean the Company’s Operating Income before depreciation and amortization.

(jj)    “Operating Income” shall have the meaning provided by GAAP.

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(kk)    “Other Awards” shall mean any form of award authorized under Section 7.2 hereof, other than a Stock Option, Stock Appreciation Right, Restricted Share, Restricted Share Unit, unrestricted share of Common Stock, or Dividend Equivalent.

(ll)    “Outstanding Stock Option” shall mean a Stock Option granted to a Participant which has not yet been exercised and which has not yet expired or been terminated in accordance with its terms.

(mm)“Participant” shall mean any Eligible Person to whom an Award has been made under the Plan, including a recipient of a Substitute Award or an Adjusted Award.

(nn)    “Performance Award” shall mean an Award (which may consist of Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, unrestricted shares of Common Stock, Dividend Equivalents or Other Awards, or any combination thereof) the grant, vesting, exercisability, payment and/or settlement of which is conditioned in whole or in part on the attainment of one or more Performance Goals. In addition to other terms of the Plan applicable to such Award, including, without limitation, Article II, III, IV, V or VII, as applicable, a Performance Award shall be subject to the terms and conditions set forth in Article VI.

(oo)    “Performance Goal” shall mean an amount, target or objective that is related to a Performance Metric and the attainment of which is designated as a condition to the award, vesting, exercisability, payment or settlement of a Performance Award.

(pp)    “Performance Metrics” shall have the meaning set forth in Section 6.2 hereof.

(qq)    “Performance Period” shall mean a period of time over which performance is measured as determined by the Committee in its discretion.

(rr)    “Permanent Disability” shall, unless otherwise determined by the Committee, have the same meaning as such term or a similar term has under the long-term disability plan or policy maintained by the Company or a Subsidiary under which the Participant has coverage and which is in effect on the date of the onset of the Participant’s disability; provided, that if the Participant is not covered by a long-term disability plan or policy, “Permanent Disability” shall have the meaning set forth in Section 22(e) of the Code. Notwithstanding the foregoing, in the case of Incentive Stock Options, “Permanent Disability” shall always have the meaning set forth in Section 22(e) of the Code.

(ss)    “REIT” means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

(tt)    “Reprice” shall have the meaning set forth in Section 2.5 with respect to Stock Options and in Section 3.3(e) with respect to Stand-Alone SARs.

(uu)    “Restricted Share” shall mean a share of Common Stock granted to a Participant pursuant to Article IV and which is subject to the terms, conditions and restrictions as are set forth in the Plan and the applicable Agreement.

(vv)    “Restricted Share Unit” shall mean a contractual right granted to a Participant pursuant to Article V to receive, in the discretion of the Committee, shares of Common Stock, a cash payment equal to the Fair Market Value of Common Stock, or other securities of the Company designated by the Committee or a combination of cash, shares of Common Stock or such other securities, subject to the terms and conditions set forth in the Plan and the applicable Agreement.

(ww)    “Retirement” shall, unless the Committee determines otherwise, mean the termination of a Participant’s Service (other than by reason of death or for a Termination for Cause) when the Participant is at least 55 years of age and has completed at least ten years of service (as determined pursuant to the Company’s applicable practices) with the Company and/or its Subsidiaries.

(xx)    “Revenue” shall have the meaning provided by GAAP.

(yy)    “Section 162(m)” shall mean Section 162(m) of the Code.

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(zz)    “Section 162(m) Exception” shall mean the exception under Section 162(m) for “qualified performance-based compensation.”

(aaa)    “Section 162(m) Performance Metrics” shall have the meaning set forth in Section 6.2 hereof.

(bbb)    “Section 409A” shall mean Section 409A of the Code.

(ccc)    “Separation Agreement” shall mean the master separation agreement and/or such other agreement entered into by and between CBS Corporation and the Company in connection with the IPO that addresses the adjustment of Participant awards granted under the CBS Stock Plans.

(ddd)    “Service” shall mean (i) an Employee’s employment with the Company or any of its Subsidiaries, (ii) a Director’s service on the Board or (iii) a Consultant’s provision of services to the Company or any of its Subsidiaries.

(eee)    “Share Change” shall have the meaning set forth in Section 8.1(b) hereof.

(fff) “Stand-Alone SAR” shall have the meaning set forth in Section 3.3 hereof.

(ggg)    “Stock Appreciation Right” shall mean a contractual right granted to a Participant pursuant to Article III to receive an amount determined in accordance with Section 3.2 or 3.3 hereof, as applicable, subject to such other terms and conditions as are set forth in the Plan and the applicable Agreement.

(hhh)    “Stock Option” shall mean a contractual right granted to a Participant pursuant to Article II to purchase shares of Common Stock at such time and price, and subject to such other terms and conditions, as are set forth in the Plan and the applicable Agreement. Stock Options may be Incentive Stock Options or nonqualified stock options, which are not intended to be treated as Incentive Stock Options.

(iii) “Subsidiary” shall mean a corporation or other entity with respect to which the Company owns or controls, directly or indirectly, more than 50% of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable voting power), provided, that the Committee may also designate any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest corresponding to 50% or less of such voting power as a Subsidiary for purposes of the Plan.

(jjj)     “Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity (i) all or a portion of the assets or equity of which is acquired by the Company or (ii) with which the Company merges or otherwise combines.

(kkk)    “Tax-Related Items” means any federal, national, provincial, state, and/or local tax liability (including, but not limited to, income tax, social insurance contributions, payment on account, employment tax obligations, stamp taxes, and any other taxes) that may be due or required by law to be withheld, and/or any employer tax liability shifted to a Participant.

(lll) “Termination for Cause” shall mean a termination of a Participant’s Service by reason of:

(i)    “cause” as such term or a similar term is defined in any employment or consulting agreement that is in effect and applicable to the Participant at the time of the Participant’s termination of Service, or

(ii)    if there is no such employment or consulting agreement, or if such employment or consulting agreement contains no such term, unless the Committee determines otherwise, the Participant’s: (A) commission of any dishonest or fraudulent act that has caused or may reasonably be expected to cause injury to the interest or business reputation of the Company or any of its Subsidiaries; (B) conduct constituting a felony, a financial crime, embezzlement or fraud, whether or not related to the Participant’s Service; (C) willful unauthorized disclosure of confidential information; (D) failure, neglect of or refusal to substantially perform the duties of the Participant’s Service; (E) commission or omission of any other act which is a material breach of the Company’s policies regarding employment practices or the applicable federal, state and

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local laws prohibiting discrimination or which is materially injurious to the financial condition or business reputation of the Company or any Subsidiary; (F) failure to comply with the written policies of the Company, including the Company’s Business Conduct Statement or successor conduct statement as they apply from time to time; (G) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to Service, after being instructed by the Company or the Participant’s employer to participate; (H) willful destruction or failure to preserve documents or other material known to be relevant to an investigation referred to in the preceding clause (G); or (I) willful inducement of others to engage in any of the conduct described in the preceding clauses (A) through (H).

(mmm) “Trading Day” means a day on which the Common Stock is traded on the New York Stock Exchange or other principal stock exchange on which the Common Stock is then listed.

Section 1.3Administration of the Plan.

(a)    Board or Committee to Administer. The Plan shall be administered by the Board or by a Committee appointed by the Board, consisting of at least two members of the Board. In the event that the Board is not also serving as the Committee, the Board, in its discretion, may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan. Notwithstanding the preceding sentence, with respect to any Award that is intended to satisfy the requirements of the Section 162(m) Exception, such Committee shall consist of at least such number of directors as is required from time to time to satisfy the Section 162(m) Exception, and each such Committee member shall satisfy the qualification requirements of such exception; provided, that, if any such Committee member is found not to have met the qualification requirements of the Section 162(m) Exception, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify.

(b)    Powers of the Committee.

(i)    The Committee shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration and application of the Plan shall be determined by a majority of the members of the Committee then in office, except that the Committee may authorize any one or more of its members, or any officer of the Company, to execute and deliver documents on behalf of the Committee. The determination of such majority shall be final and binding as to all matters relating to the Plan.

(ii)    The Committee shall have authority to select Participants from among the Eligible Persons specified in Section 1.4 below, to determine the type of Award to be granted, to determine the number of shares of Common Stock subject to an Award or the cash amount payable in connection with an Award, to determine the terms and conditions of each Award in accordance with the terms of the Plan, to establish blackout periods, to determine transfer restrictions, clawback or repayment provisions and determine whether shares of Common Stock issuable under an Award will be subject to such further restrictions or conditions as the Committee may determine, including, but not limited to, conditions on vesting or transferability, forfeiture provisions and tax withholding conditions. The Committee may also determine a Participant’s rights to Awards upon a termination of Service. Except as provided herein, the Committee shall also have the authority to amend the terms of any outstanding Award or waive any conditions or restrictions applicable to any Award; provided, however, that, subject to Sections 10.3 and 10.10 and Article XI hereof, no amendment shall materially impair the rights of the holder thereof without the holder’s consent. With respect to any restrictions in the Plan or in any Agreement that are based on the requirements of Section 422 of the Code, the Section 162(m) Exception, the rules of any exchange upon which the Company’s securities are listed, or any other applicable law, rule or restriction, to the extent that any such restrictions are no longer required, the Committee shall have the discretion and authority to grant Awards that are not subject to such restrictions and/or to waive any such restrictions with respect to outstanding Awards.

(c)    Delegation by the Committee. The Committee may, but need not, from time to time delegate some or all of its authority under the Plan to an Administrator consisting of one or more members of the Committee and/or one or more officers of the Company; provided, however, that the Committee may not delegate its authority (i) to make Awards intended to qualify for the Section 162(m) Exception, (ii) to make Awards to Eligible Persons (A) who are subject on the date of the Award to the reporting rules under Section 16(a) of the Exchange Act or (B) who are

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officers of the Company delegated authority by the Committee hereunder, (iii) to interpret the Plan or any Award, or (iv) under Article XI hereof. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to delegate authority to an Administrator, and the Committee may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, the Administrator appointed under this Section 1.3(c) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by the Administrator in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to the Administrator.

(d)    Grants to Directors. Any Awards or formula for granting Awards under the Plan made to Directors shall be approved by the Board or such other committee to which the Board may so delegate (the “Director Grant Committee”). With respect to awards to Directors, all rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by the Board or the Director Grant Committee, and all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the Board or the Director Grant Committee for such purpose.

(e)    Non-Uniform Determinations. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Agreements, as to the persons receiving Awards under the Plan, the terms and provisions of Awards under the Plan and adjustments of Awards under Article VIII hereof.

(f)    No Liability. Subject to applicable law: (i) no member of the Committee nor any Administrator shall be liable to any Participant or any other person for anything whatsoever in connection with the administration of the Plan except such person’s own willful misconduct; (ii) under no circumstances shall any member of the Committee or any Administrator be liable for any act or omission of any member of the Committee or any Administrator other than himself; and (iii) in the performance of its functions with respect to the Plan, the Committee and any Administrator shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s or the Committee’s counsel and any other party the Committee or such Administrator deems necessary, and no member of the Committee or such Administrator shall be liable for any action taken or not taken in good faith reliance upon any such advice.

Section 1.4Eligible Persons.

Individuals eligible to receive Awards under the Plan (each, an “Eligible Person”) include (a) any Employee (including any prospective employee) of the Company or any of its Subsidiaries; provided, however, that Incentive Stock Options may not be granted to Employees of any corporation or other entity in which the Company owns or controls, directly or indirectly, 50% or less of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable voting power); (b) any Director (including any prospective director); (c) to the extent designated by the Committee, any Consultant (including any prospective consultant) to the Company or any of its Subsidiaries; and (d) individuals who are eligible to receive Adjusted or Substitute Awards. Any Award made to a prospective employee, director or consultant shall be conditioned upon, and effective not earlier than, such person’s becoming an Employee, Director or Consultant. An individual’s status as an Administrator will not affect his or her eligibility to receive Awards under the Plan, subject to the restrictions set forth in Section 1.3(c) hereof.

Section 1.5Common Stock Subject to the Plan.

(a)    Plan Limit. Subject to adjustment under Article VIII hereof, the total number of shares of Common Stock available for delivery pursuant to Awards under the Plan (the “Section 1.5 Limit”) is 8,000,000 shares, all of which may be issued pursuant to the exercise of Incentive Stock Options. The shares of Common Stock subject to Awards under the Plan shall be made available from authorized but unissued Common Stock or from Common Stock issued and held in the treasury of the Company.

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(b)    Rules Applicable to Determining Shares Available for Issuance. For purposes of determining the number of shares of Common Stock that remain available for delivery pursuant to Awards at any time, the following rules apply:

(i)    The Section 1.5 Limit shall be reduced by the number of shares of Common Stock subject to an Award and, in the case of an Award that is not denominated in shares of Common Stock, the number of shares actually delivered upon payment or settlement of the Award.

(ii)    The following shall be added back to the Section 1.5 Limit and shall again be available for Awards:

(A)    shares underlying Awards or portions thereof that are settled in cash and not in shares of Common Stock; and

(B)    any shares of Common Stock that are subject to an Award, or any portion of an Award, which for any reason expires or is cancelled, forfeited, or terminated without having been exercised or paid.

(iii)    Anything to the contrary in this Plan notwithstanding,

(A)    (1) shares of Common Stock delivered to the Company by a Participant to purchase shares of Common Stock upon the exercise of an Award or to satisfy tax withholding obligations (including shares retained from the Award creating the withholding obligation), and (2) shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award, in either instance shall not be added back to the Section 1.5 Limit; and

(B)    upon the exercise of a Stock Option or Stock Appreciation Right settled in shares of Common Stock, the number of shares subject to the Stock Option or Stock Appreciation Right (or portion thereof) that is then being exercised shall be counted against the Section 1.5 Limit, regardless of the number of shares of Common Stock actually delivered in settlement of the Stock Option or Stock Appreciation Right (or portion thereof) upon exercise.

(iv)    Anything to the contrary in this Plan notwithstanding, any shares of Common Stock underlying Substitute Awards shall not be counted against the Section 1.5 Limit, and the lapse, expiration, termination, forfeiture or cancellation of any Substitute Award without the issuance of shares of Common Stock or payment of cash thereunder shall not result in an increase of the number of shares of Common Stock available for issuance under the Plan. For the avoidance of doubt, Adjusted Awards shall be treated as Awards generally (and not as Substitute Awards) for purposes of this Section 1.5(b)(iv).

Section 1.6Section 162(m) Limits on Awards to Participants.

(a)    Limits on Certain Stock Options, Stock Appreciation Rights. No Participant shall be granted Awards in the form of Stock Options or Stock Appreciation Rights in any calendar year covering, in the aggregate, in excess of 5,000,000 shares of Common Stock (regardless of whether Stock Appreciation Rights are settled in cash, Common Stock, other Company securities or a combination thereof), subject to adjustment pursuant to Article VIII hereof.

(b)    Limits on Other Awards. No Participant shall be granted Awards (other than those Awards set forth in Section 1.6(a)) which are intended to qualify for the Section 162(m) Exception in any calendar year having a value in excess of $25 million (with respect to Awards denominated in cash) and covering, in the aggregate, in excess of 4,000,000 shares of Common Stock (with respect to Awards denominated in shares of Common Stock), subject to adjustment pursuant to Article VIII hereof.

(c)    Substitute Awards and Adjusted Awards. Anything to the contrary in this Plan notwithstanding, any shares of Common Stock underlying Substitute Awards or Adjusted Awards shall not be counted against the limits set forth in this Section 1.6.

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Section 1.7Limits on Awards to Directors.

(a)    Limits on Awards to Directors Generally. No Director shall be granted Awards in his or her capacity as a member of the Board in any calendar year covering, in the aggregate, in excess of 50,000 shares of Common Stock, subject to adjustment pursuant to Article VIII hereof.

(b)    Substitute Awards and Adjusted Awards. Anything to the contrary in this Plan notwithstanding, any shares of Common Stock underlying Substitute Awards or Adjusted Awards shall not be counted against the limits set forth in this Section 1.7.

Section 1.8Agreements.

The Committee shall determine and set forth in an Agreement the terms and conditions of each Award (other than an Award of unrestricted Common Stock). The Agreement shall include any vesting, exercisability, payment and other restrictions applicable to an Award (which may include, without limitation, the effects of termination of Service, cancellation of the Award under specified circumstances, restrictions on transfer), and shall be delivered or otherwise made available to the Participant.

ARTICLE II
PROVISIONS APPLICABLE TO STOCK OPTIONS

Section 2.1Grants of Stock Options.

The Committee may from time to time grant Stock Options to Eligible Persons on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine.

Section 2.2Exercise Price.

The Committee shall establish the per share exercise price of each Stock Option; provided that such exercise price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant. Notwithstanding the foregoing, the per share exercise price of a Stock Option that is a Substitute Award or Adjusted Award may be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, provided that such substitution or adjustment complies with applicable laws and regulations, including the listing requirements of the New York Stock Exchange and Section 409A or Section 424 of the Code, as applicable. The exercise price of any Stock Option will be subject to adjustment in accordance with the provisions of Article VIII hereof.

Section 2.3Exercise of Stock Options.

(a)    Exercisability. Unless the Committee has determined or determines otherwise, Stock Options shall be exercisable only to the extent the Participant is vested therein, subject to any restrictions that the Committee shall determine and specify in the applicable Agreement (or any employment agreement applicable to the Participant). The Committee shall establish the vesting schedule applicable to Stock Options, which vesting schedule shall specify the period of time and the increments in which a Participant shall vest in the Stock Options and/or any applicable Performance Goals, subject to any restrictions that the Committee shall determine. The Committee may, in its discretion, accelerate the time at which a Participant vests in his or her Stock Options.

(b)    Option Period. For each Stock Option granted, the Committee shall specify the period during which the Stock Option may be exercised; provided, however, that no Stock Option shall be exercisable after the tenth anniversary of the Date of Grant. If the period of a Stock Option’s exercisability determined in accordance with the preceding sentence ends on a day that is not a Trading Day, the Stock Option may be exercised up to and including the last Trading Day before such date.

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(c)    Exercise in the Event of Termination of Service – Employees and Consultants.

(i)    Termination Other than for Cause; Termination due to Retirement, Death or Permanent Disability. Except as otherwise provided in this Section 2.3(c) or as the Committee has determined or determines otherwise, the following shall apply:

(A)    subject to clauses (B), (C), and (D) below, if an Employee’s or a Consultant’s Service ceases by reason of his or her voluntary termination or termination by the Company or any of its Subsidiaries other than for Cause, his or her Outstanding Stock Options may be exercised to the extent then exercisable until the earlier of six months after the date of such termination or the expiration of the term of such Outstanding Stock Options;

(B)    if an Employee’s Service ceases by reason of his or her Retirement, his or her Outstanding Stock Options may be exercised to the extent exercisable on the date of Retirement until the expiration of the term of such Outstanding Stock Options;

(C)    if an Employee’s or a Consultant’s Service ceases by reason of his or her Permanent Disability, his or her Outstanding Stock Options may be exercised to the extent then exercisable until the earlier of three years after such date or the expiration of the term of such Outstanding Stock Options; or

(D)    if an Employee or a Consultant dies, his or her Outstanding Stock Options may be exercised to the extent exercisable at the date of death by (i) his or her beneficiary, if the Company has adopted procedures whereby Participants may designate a beneficiary and the Participant has done so, or (ii) if the Company has not adopted such procedures or the Participant has not designated a beneficiary, by the person or persons who acquired the right to exercise such Outstanding Stock Options by will or the laws of descent and distribution, in either such case until the earlier of two years after the date of death or the expiration of the term of such Outstanding Stock Options.

Except as otherwise provided in this Section 2.3(c) or as the Committee has determined or determines otherwise, upon the occurrence of an event described in clause (A), (B), (C) or (D) of this Section 2.3(c), all rights with respect to Stock Options that are not vested as of such event will be relinquished.

(ii)    Termination for Cause. If an Employee’s or a Consultant’s Service ends due to a Termination for Cause then, unless the Committee in its discretion determines otherwise, all Outstanding Stock Options, whether or not then vested, shall terminate effective as of the date of such termination.

(d)    Exercise in the Event of Termination of Service – Directors.

(i)    Termination Other than for Cause; Termination due to Death or Permanent Disability. Except as otherwise provided in this Section 2.3(d) or as the Board or Director Grant Committee has determined or determines otherwise, the following shall apply:

(A)    subject to clauses (B) and (C) below, if a Director’s Service ceases by reason of his or her voluntary termination or termination by the Company or any of its Subsidiaries other than for Cause (which, for avoidance of doubt, shall include the Director not being re-elected to the Board), his or her Outstanding Stock Options may be exercised to the extent then exercisable until the earlier of six months after the date of such termination or the expiration of the term of such Outstanding Stock Options;

(B)    if a Director’s Service ceases by reason of his or her Permanent Disability, his or her Outstanding Stock Options may be exercised to the extent then exercisable until the earlier of three years after such date or the expiration of the term of such Outstanding Stock Options; or

(C)    if a Director dies, his or her Outstanding Stock Options may be exercised to the extent exercisable at the date of death by (i) his or her beneficiary, if the Company has adopted procedures whereby Directors may designate a beneficiary and the Director has done so, or (ii) if the Company has not adopted such procedures or the Director has not designated a beneficiary, by the person or persons who

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acquired the right to exercise such Outstanding Stock Options by will or the laws of descent and distribution, in either such case until the earlier of two years after the date of death or the expiration of the term of such Outstanding Stock Options.

Except as otherwise provided in this Section 2.3(d) or as the Board or Director Grant Committee has determined or determines otherwise, upon the occurrence of an event described in clause (A), (B) or (C) of this Section 2.3(d), all rights with respect to Stock Options that are not vested as of such event will be relinquished.

(ii)    Termination for Cause. If a Director’s Service ends due to a Termination for Cause then, unless the Board or Director Grant Committee in its discretion determines otherwise, all Outstanding Stock Options, whether or not then vested, shall terminate effective as of the date of such termination.

Section 2.4Payment of Purchase Price Upon Exercise.

Shares of Common Stock purchased through the exercise of a Stock Option shall be paid for in full on or before the settlement date for the shares of Common Stock delivered pursuant to the exercise of the Stock Option. Payment shall be made in cash or, to the extent permitted in the discretion of the Committee, through delivery or attestation of shares of Common Stock or other securities of the Company designated by the Committee, in a combination of cash, shares or such other securities or in any other form of valid consideration that is acceptable to the Committee in its discretion. If the Agreement so provides, such exercise price may also be paid in whole or in part using a net share settlement procedure or through the withholding of shares subject to the Stock Option with a value equal to the exercise price. In accordance with the rules and procedures established by the Committee for this purpose, a Stock Option may also be exercised through a “cashless exercise” procedure, involving a broker or dealer, that affords Participants the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Option in order to generate sufficient cash to pay the exercise price of the Option.

Section 2.5No Repricing of Stock Options.

The Committee may not Reprice any Stock Option without stockholder approval. As used in this Section 2.5, “Reprice” means any of the following or any other action that has the same effect at a time when its exercise price exceeds the Fair Market Value of a share of Common Stock: (i) amending a Stock Option to reduce its exercise price, (ii) canceling a Stock Option in exchange for a Stock Option, Restricted Share, other equity award or cash, or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 2.5 shall prevent the Committee from making adjustments pursuant to Article VIII hereof.

ARTICLE III
PROVISIONS APPLICABLE TO STOCK APPRECIATION RIGHTS

Section 3.1Stock Appreciation Rights.

The Committee may from time to time grant Stock Appreciation Rights to Eligible Persons on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine. The Committee may grant Stock Appreciation Rights alone or in tandem with Stock Options.

Section 3.2Stock Appreciation Rights Granted In Tandem with Stock Options.

A Stock Appreciation Right granted in tandem with a Stock Option may be granted either at the time of the grant of the Stock Option or by amendment at any time prior to the exercise, expiration or termination of such Stock Option. The Stock Appreciation Right shall be subject to the same terms and conditions as the related Stock Option and shall be exercisable only at such times and to such extent as the related Stock Option. A tandem Stock Appreciation Right shall entitle the holder to surrender to the Company all or a portion of the related Stock Option unexercised and receive from the Company in exchange therefor an amount equal to the excess of the Fair Market Value of the shares of Common Stock subject to such Stock Option, determined as of the day preceding the surrender of such Stock Option, over the aggregate exercise price of the Stock Option (or of the portion of the Stock

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Option so surrendered). Such amount shall be paid in cash, or in the discretion of the Committee, in shares of Common Stock or other securities of the Company designated by the Committee or in a combination of cash, shares of Common Stock or such other securities.

Section 3.3Stand-Alone Stock Appreciation Rights.

Stock Appreciation Rights granted alone (that is, not in tandem with Stock Options) (“Stand-Alone SARs”) shall be subject to the provisions of this Section 3.3 and such other terms and conditions as the Committee shall establish at or after the time of grant and set forth in the applicable Agreement.

(a)    Exercise Price. The Committee shall establish the per share exercise price of each Stand-Alone SAR; provided that such exercise price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant. Notwithstanding the foregoing, the per share exercise price of a Stand-Alone SAR that is a Substitute Award or an Adjusted Award may be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant provided that such substitution or adjustment complies with applicable laws and regulations, including the listing requirements of the New York Stock Exchange and Section 409A, as applicable. The exercise price of any Stand-Alone SAR will be subject to adjustment in accordance with the provisions of Article VIII hereof.

(b)    Exercisability of Stand-Alone SARs. Unless the Committee has determined or determines otherwise, Stand-Alone SARs shall be exercisable only to the extent the Participant is vested therein, subject to any restrictions that the Committee shall determine and specify in the applicable Agreement (or any employment agreement applicable to the Participant). The Committee shall establish the vesting schedule applicable to Stand-Alone SARs, which vesting schedule shall specify the period of time and the increments in which a Participant shall vest in the Stand-Alone SARs and/or any applicable Performance Goals, subject to any restrictions that the Committee shall determine. The Committee may, in its discretion, accelerate the time at which a Participant vests in his or her Stand-Alone SARs.

(c)    Period of Exercise. For each Stand-Alone SAR granted, the Committee shall specify the period during which the Stand-Alone SAR may be exercised; provided, however, that no Stand-Alone SAR shall be exercisable after the tenth anniversary of the Date of Grant. If the period of a Stand-Alone SAR’s exercisability determined in accordance with the preceding sentence ends on a day that is not a Trading Day, the Stand-Alone SAR may be exercised up to and including the last Trading Day before such date.

(d)    Exercise in the Event of Termination of Service. Unless the Committee has determined or determines otherwise, in the event that (i) the Participant’s Service ceases by reason of the voluntary termination by the Participant or the termination by the Company or any of its Subsidiaries other than for Cause, (ii) the Participant’s Service ceases by reason of the Participant’s Retirement, (iii) the Permanent Disability of the Participant occurs, (iv) a Participant dies during a period during which his Stand-Alone SARs could have been exercised by him, or (v) the Participant’s Service with the Company or any of its Subsidiaries ends due to a Termination for Cause, then, in each of the foregoing cases (i) through (v), the Participant’s Stand-Alone SARs may be exercised to the extent that, and for the period during which, Stock Options awarded to the Participant would be exercisable pursuant to Section 2.3(c) or 2.3(d), as applicable.

(e)    No Repricing of Stand-Alone SARs. The Committee may not Reprice any Stand-Alone SAR without stockholder approval. As used in this Section 3.3(e), “Reprice” means any of the following or any other action that has the same effect at a time when its exercise price exceeds the Fair Market Value of a share of Common Stock: (i) amending a Stand-Alone SAR to reduce its exercise price, (ii) canceling a Stand-Alone SAR in exchange for a Stand-Alone SAR, Restricted Share, other equity award or cash, or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 3.3(e) shall prevent the Committee from making adjustments pursuant to Article VIII hereof.

ARTICLE IV
PROVISIONS APPLICABLE TO RESTRICTED SHARES

Section 4.1Grants of Restricted Shares.

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The Committee may from time to time grant Restricted Shares to Eligible Persons on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine.

Section 4.2Vesting.

The Committee shall establish the vesting schedule applicable to Restricted Shares granted hereunder, which vesting schedule shall specify the period of time, the increments in which a Participant shall vest in the Restricted Shares and/or any applicable Performance Goals, subject to any restrictions that the Committee shall determine and specify in the applicable Agreement.

Section 4.3Rights and Restrictions Governing Restricted Shares.

The Participant shall have all rights of a holder as to Restricted Shares granted hereunder, including, to the extent applicable, the right to receive dividends and to vote; provided, however, that unless the Committee has determined or determines otherwise: (a) the Participant shall not be registered on the books and records of the Company as a stockholder until such shares have vested; and (b) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until such shares have vested. The Committee may make any dividend payments subject to vesting, deferral, restrictions on transfer or other conditions; any such terms and conditions applicable to dividend payments will be set forth in the applicable Agreement.

Section 4.4Acceleration of Vesting and Removal of Restrictions.

Any other provision of the Plan to the contrary notwithstanding, the Committee, in its discretion, may at any time accelerate the date or dates on which Restricted Shares vest. Also, the Committee may, in its discretion, remove any other restrictions on Restricted Shares whenever it may determine that, by reason of changes in applicable law, the rules of any stock exchange on which the Common Stock is listed or other changes in circumstances arising after the Date of Grant, such action is appropriate.

Section 4.5Delivery of Restricted Shares.

On the date on which Restricted Shares vest, all restrictions contained in the Agreement covering such Restricted Shares and in the Plan shall lapse. Restricted Shares awarded hereunder may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of one or more stock certificates. If stock certificates are issued, such certificates shall be delivered to the Participant or such certificates shall be credited to a brokerage account if the Participant so directs; provided, however, that such certificates shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable in order to comply with applicable federal or state securities laws.

Section 4.6Termination of Service.

Unless the Committee has determined or determines otherwise, if the Participant’s Service terminates for any reason (including, without limitation, by reason of voluntary termination by the Participant, termination by the Company or any of its Subsidiaries other than for Cause, Termination for Cause, the Participant’s Retirement, or the Participant’s death or Permanent Disability) prior to the date or dates on which Restricted Shares vest, the Participant shall forfeit all unvested Restricted Shares as of the date of such event.

Section 4.7Grants of Unrestricted Shares.

The Committee may from time to time, in its discretion, make Awards of unrestricted shares of Common Stock to Eligible Persons.

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ARTICLE V
PROVISIONS APPLICABLE TO RESTRICTED SHARE UNITS

Section 5.1Grants of Restricted Share Units.

The Committee may from time to time grant Restricted Share Units to Eligible Persons on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan as the Committee, in its discretion, may from time to time determine. Each Restricted Share Unit shall correspond to one share of Common Stock.

Section 5.2Vesting.

The Committee shall establish the vesting schedule applicable to Restricted Share Units granted hereunder, which vesting schedule shall specify the period of time and the increments in which a Participant shall vest in the Restricted Share Units and/or any applicable Performance Goals, subject to any restrictions that the Committee shall determine and specify in the applicable Agreement.

Section 5.3Acceleration of Vesting.

Any other provision of the Plan to the contrary notwithstanding, the Committee, in its discretion, may at any time accelerate the date or dates on which Restricted Share Units vest.

Section 5.4Settlement of Restricted Share Units.

Upon vesting or such later date as the Committee may determine (in accordance with the requirements of, or an exemption from, Section 409A), Restricted Share Units will be settled, at the discretion of the Committee, in shares of Common Stock, in cash equal to the Fair Market Value of the shares subject to such Restricted Share Units, in other securities of the Company designated by the Committee or in a combination of cash, shares of Common Stock or such other securities. Shares of Common Stock delivered in settlement of Restricted Share Units may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of one or more stock certificates. If stock certificates are issued, such certificates shall be delivered to the Participant or such certificates shall be credited to a brokerage account if the Participant so directs; provided, however, that such certificates shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable in order to comply with applicable federal or state securities laws.

Section 5.5Termination of Service.

Unless the Committee has determined or determines otherwise, if the Participant’s Service terminates for any reason (including without limitation by reason of voluntary termination by the Participant, termination by the Company or any of its Subsidiaries other than for Cause, Termination for Cause, the Participant’s Retirement, or the Participant’s death or Permanent Disability) prior to the date or dates on which Restricted Share Units vest, the Participant shall forfeit all unvested Restricted Share Units as of the date of such event.

ARTICLE VI
PERFORMANCE AWARDS

Section 6.1Grants of Performance Awards.

The Committee may from time to time grant Awards which constitute Performance Awards to Eligible Persons on the terms and conditions set forth in the Plan and on such other terms and conditions as are not inconsistent with the purposes and provisions of the Plan, as the Committee, in its discretion, may from time to time determine.

Section 6.2Performance Metrics.

Unless the Committee has determined or determines otherwise, the grant, vesting, payment, settlement and/or exercisability of Performance Awards shall be conditioned, in whole or in part, on the attainment of one or more

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Performance Goals over a Performance Period. For any Performance Awards that are intended to qualify for the Section 162(m) Exception, the relevant Performance Goals shall be established by the Committee and shall relate to specified amounts, targets or objectives related to one or more of the following metrics (the “Section 162(m) Performance Metrics”): OIBDA; Operating Income; Free Cash Flow; operational cash flow; Net Earnings; Net Earnings from Continuing Operations; Earnings Per Share; EBITDA; Revenue; Net Revenue; net profit; net income; funds from operations; adjusted funds from operations; total shareholder return; share price; return on equity after tax; return on equity before tax; return in excess of cost of capital; profit in excess of cost of capital; return on assets; return on invested capital; return on capital employed; net operating profit after tax; net operating profit before tax; operating margin; profit margin; economic value added; expense or cost levels; bank debt or other long-term or short-term public or private debt or other similar financial obligation levels; or any combination thereof. For any Awards not intended to qualify for the Section 162(m) Exception, the Committee may establish Performance Goals related to one or more of the Section 162(m) Performance Metrics and/or other performance metrics, which may include subjective metrics, as it deems appropriate (together with the Section 162(m) Performance Metrics, the “Performance Metrics”). The Performance Goals may be established in terms of objectives that are related to the individual Participant or that are Company-wide or related to a Subsidiary, division, department, region, function or business unit and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, division, department, region, function or business unit) or measured relative to selected reference companies or a market index.

Section 6.3Termination of Service.

Except as otherwise provided in Section 2.3(c) or 2.3(d), 3.3(d), 4.6 or 5.5, as applicable, the treatment of Performance Awards in the event of a Participant’s termination of Service shall be set forth in the Agreement setting forth the terms and conditions of the relevant Performance Awards.

Section 6.4Discretion to Reduce Compensation.

The Committee retains the right to reduce (including to zero) any Award such that the amount of the Award is less than the maximum amount that could be paid based on the degree to which the Performance Goals related to such Award were attained. The Committee may not increase the amount of any Award for which compliance with the Section 162(m) Exception is required in order to ensure the deductibility of all or a portion of such Award above the maximum amount that could be paid based on the degree to which the Performance Goals related to such Award were attained.

Section 6.5Adjustment of Calculation of Performance Goals.

(a)    Section 162(m) Performance Awards. With respect to any Performance Award intended to qualify for the Section 162(m) Exception, the Committee shall specify, in a manner that satisfies the requirements of the Section 162(m) Exception, whether the calculation of the Performance Goals applicable to such Performance Award shall be adjusted or modified in order to reflect any recapitalization, reorganization, stock split or dividend, merger, acquisition, divestiture, consolidation, split-up, spin-off, split-off, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event, or to exclude the effect of any “extraordinary items” under GAAP, including, without limitation, any changes in accounting standards, and/or to reflect any other item or event determined by the Committee in its discretion.

(b)    Other Performance Awards. To the extent that compliance with the Section 162(m) Exception is not required in order to ensure the deductibility of any Performance Award, the Committee, in its discretion, may make any of the foregoing adjustments or modifications and may make such other adjustments or modifications as it determines in its discretion to be appropriate to reflect other extraordinary events or circumstances that occur and that have the effect, as determined by the Committee, of distorting the applicable Performance Goals.

(c)    General. Adjustments or modifications authorized by this Section 6.5 shall be made as determined by the Committee to the extent necessary to prevent reduction or enlargement of the Participant’s rights with respect to the

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Participant’s Performance Awards. All determinations that the Committee makes pursuant to this Section 6.5 shall be conclusive and binding on all persons for all purposes.

ARTICLE VII
DIVIDENDS, DIVIDEND EQUIVALENTS AND OTHER AWARDS

Section 7.1Dividends and Dividend Equivalents.

The Committee shall have the authority to specify whether the recipient of an Award other than a Stock Option or Stock Appreciation Right (including, without limitation, any Award deferred pursuant to Article IX) is entitled to receive, currently or on a deferred basis, interest or dividends or Dividend Equivalents with respect to the number of shares of Common Stock covered by such Award, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested and/or shall be subject to the same terms and conditions (including vesting and forfeiture provisions) as the related Award. Notwithstanding the foregoing, reinvestment of dividends or Dividend Equivalents in additional shares of Common Stock shall only be permissible if sufficient shares of Common Stock are available under Section 1.5 for such reinvestment or payment (taking into account then-outstanding Awards). If sufficient shares of Common Stock are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Share Units equal in number to the shares of Common Stock that would have been obtained by such payment or reinvestment, the terms of which Restricted Share Units shall provide for settlement in cash and for Dividend Equivalent reinvestment in further Restricted Share Units on the terms contemplated by this Section 7.1.

Section 7.2Other Awards.

The Committee shall have the authority to grant other equity-based or equity-related awards or cash payments, which may be based on one or more criteria determined by the Committee, under the Plan that are consistent with the purpose of the Plan and the interests of the Company. Other Awards may be granted in tandem with, or independent of, Awards granted under the Plan.

Section 7.3Substitute Awards and Adjusted Awards.

Notwithstanding any terms or conditions of the Plan to the contrary, (i) Substitute Awards may have substantially the same terms and conditions, including without limitation provisions relating to vesting, exercise periods, expiration, payment, forfeiture, and the consequences of termination of Service, as the awards that they replace, as determined by the Committee in its sole discretion, and (ii) Adjusted Awards shall have substantially the same terms and conditions, including without limitation provisions relating to vesting, exercise periods, expiration, payment, forfeiture, and the consequences of termination of Service, as the awards that they replace which were granted under a CBS Stock Plan.

ARTICLE VIII
EFFECT OF CERTAIN CORPORATE CHANGES

Section 8.1Adjustments.

(a)    In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of shares of Common Stock or other securities reserved for issuance and delivery under this Plan, (ii) the various maximum limitations set forth in Sections 1.5, 1.6 and 1.7 with respect to certain types of Awards and upon the grants to individuals of certain types of Awards, (iii) the number and kind of shares of Common Stock or other securities subject to outstanding Awards; and (iv) the exercise price of outstanding Awards.

(b)    In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spin-

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off, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s stockholders (each, a “Share Change”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of shares of Common Stock or other securities reserved for issuance and delivery under this Plan, (ii) the various maximum limitations set forth in Sections 1.5, 1.6 and 1.7 upon certain types of Awards and upon the grants to individuals of certain types of Awards, (iii) the number and kind of shares of Common Stock or other securities subject to outstanding Awards; and (iv) the exercise price of outstanding Awards.

(c)    In the case of a Corporate Transaction, such adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee or the Board that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each share of Common Stock pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall conclusively be deemed valid); (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock subject to outstanding Awards; and (iii) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

(d)    Any adjustments made pursuant to this Article VIII to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A of the Code; and any adjustments made pursuant to this Article VIII to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure that either the Awards, after such adjustments, remain exempt from the application of Section 409A or will not result in the imposition of any penalty taxes under Section 409A in respect of such Awards.

Section 8.2Separation Agreement.

For the avoidance of doubt, the transactions contemplated by the Separation Agreement shall not give rise to an adjustment of Awards under this Article VIII.

ARTICLE IX
DEFERRAL PROVISIONS

The Committee may establish procedures pursuant to which the payment of any Award may be deferred. To the extent an Award or any deferral of the payment of any Award constitutes a deferral of compensation subject to Section 409A, the Committee shall set forth in writing (which may be in electronic form), on or before the date the applicable deferral election is required to be irrevocable in order to meet the requirements of Section 409A, the conditions under which such election may be made. The Company’s obligation to pay deferred Awards pursuant to this Article IX shall be reflected on its books as a general, unsecured and unfunded obligation, and the rights of a Participant or his or her designated beneficiary to receive payments from the Company as a result of a deferral made pursuant to this Article IX are solely those of a general, unsecured creditor. The Company shall not be required to create a trust or otherwise set aside assets in respect of its obligations hereunder, and a Participant or designated beneficiary shall have no interest whatsoever, vested or contingent, in any particular assets of the Company.

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ARTICLE X
MISCELLANEOUS

Section 10.1No Rights to Awards or Continued Service.

Nothing in the Plan or in any Agreement, nor the grant of any Award under the Plan, shall confer upon any individual any right to be employed or engaged by or to continue in the Service of the Company or any Subsidiary, or to be entitled to any remuneration or benefits not set forth in the Plan or such Agreement, including the right to receive any future Awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate such individual’s Service at any time for any reason.

Section 10.2Restriction on Transfer.

The rights of a Participant with respect to any Award shall be exercisable during the Participant’s lifetime only by the Participant and shall not be transferable by the Participant to whom such Award is granted, except by will or the laws of descent and distribution, provided that the Committee may permit other transferability, subject to any conditions and limitations that it may, in its discretion, impose.

Section 10.3Foreign Awards and Rights.

Notwithstanding any provision of the Plan to the contrary, to comply with securities, exchange control, labor, tax or other applicable laws, rules or regulations in countries outside of the United States in which the Company and its Subsidiaries operate or have Employees, Consultants or directors, and/or for the purpose of taking advantage of tax favorable treatment for Awards granted to Participants in such countries, the Committee, in its sole discretion, shall have the power and authority to (i) amend or modify the terms and conditions of any Award granted to a Participant; (ii) establish, adopt, interpret, or revise any rules and procedures to the extent such actions may be necessary or advisable, including adoption of rules, procedures or sub-plans applicable to particular Subsidiaries or Participants residing in particular locations; provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Sections 1.5, 1.6 and 1.7 hereof or otherwise require shareholder approval; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on eligibility to receive an Award under the Plan or on termination of Service, available methods of exercise or settlement of an Award, payment of Tax-Related Items, the shifting of employer tax liability to the Participant, tax withholding procedures, restrictions on the sale of shares of Common Stock of the Company, and on the handling of any stock certificates or other indicia of ownership. The Committee may also adopt sub-plans to the Plan intended to allow the Company to grant tax-qualified Awards in a particular jurisdiction and, as part of such sub-plan, may modify Article VIII of the Plan to the extent necessary to comply with the tax requirements of the jurisdiction. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the U.S. Securities Act of 1933, as amended, the Exchange Act, the Code, any securities law or governing statute.

Section 10.4Taxes.

The Company or any Subsidiary shall have the authority and right to deduct or withhold or require a Participant to remit to the Company or any Subsidiary, an amount sufficient to satisfy Tax-Related Items with respect to any taxable event concerning a Participant arising as a result of the Plan or to take such other action as may be necessary in the opinion of the Company or a Subsidiary, as appropriate, to satisfy withholding obligations for the payment of Tax-Related Items, including but not limited to (i) withholding from the Participant’s wages or other cash compensation; (ii) withholding from the proceeds for the sale of shares of Common Stock of the Company underlying the Award either through a voluntary sale or a mandatory sale arranged by the Company on the Participant’s behalf; (iii) withholding taxes through a net share settlement procedure or through a “cashless exercise” procedure as described in Section 2.4; or (iv) in the Committee’s sole discretion and in satisfaction of the foregoing requirement withhold shares of Common Stock of the Company otherwise issuable under an Award (or allow the

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return of shares of Common Stock) having a Fair Market Value equal to the sums required to be withheld. To avoid negative accounting treatment, the number of shares of Common Stock of the Company which may be withheld with respect to the issuance, vesting, exercise or payment of any Award or which may be repurchased from the Participant of such Award in order to satisfy the Participant’s Tax-Related Items liabilities with respect to the issuance, vesting, exercise or payment of the Award may be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates or other applicable minimum withholding rates. No shares of Common Stock of the Company shall be delivered hereunder to any Participant or other person until the Participant or such other person has made arrangements acceptable to the Company for the satisfaction of the Tax-Related Items withholding obligations with respect to any taxable event concerning the Participant or such other person arising as a result of the Plan. To the extent permitted by the Committee, any Participant who makes an election under Section 83(b) of the Code to have his or her Award taxed in accordance with such election must give notice to the Company of such election immediately upon making a valid election in accordance with the rules and regulations of the Code. Any such election must be made in accordance with the rules and regulations of the Code.

Section 10.5Stockholder Rights.

No Award under the Plan shall entitle a Participant or a Participant’s beneficiary, estate or permitted transferee to any rights of a holder of the shares of Common Stock of the Company subject to any Award until the Participant, the Participant’s beneficiary or estate or the permitted transferee is registered on the books and records of the Company as a stockholder with respect to such shares (or, where shares are permitted to be held in “street” name by a broker designated by a Participant or a Participant’s beneficiary, estate or permitted transferee, until such broker has been so registered).

Section 10.6No Restriction on Right of Company to Effect Corporate Changes.

The Plan shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any delivery of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stock whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 10.7Source of Payments.

It is intended that this Plan constitute an “unfunded” plan for incentive and deferred compensation. Accordingly, the general funds of the Company shall be the sole source of cash settlements of Awards under the Plan and the Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. To the extent a person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor. Notwithstanding the foregoing, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements shall be consistent with the “unfunded” status of this Plan.

Section 10.8Exercise Periods Following Termination of Service.

For the purposes of determining the dates on which Awards may be exercised following a termination of Service or following death or Permanent Disability of a Participant, the day following the date of such event shall be the first day of the exercise period and the Award may be exercised up to and including the last Trading Day falling within the exercise period. Thus, if the last day of the exercise period is not a Trading Day, the last date an Award may be exercised is the last Trading Day before the end of the exercise period.

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Section 10.9Breach of Agreements.

The Committee may include in any Agreement a provision authorizing the Company to recover from a Participant Awards and/or amounts realized upon exercise, payment or settlement, as the case may be, of Awards made under the Plan in such circumstances as the Committee may prescribe in its discretion.

Section 10.10Service with Subsidiary.

Unless the Committee has determined or determines otherwise, the Service of a Participant who works for a Subsidiary shall terminate, for Plan purposes, on the date on which the Participant’s employing company ceases to be a Subsidiary.

Section 10.11Section 409A.

The intent of the parties is that payments and the settlement of Awards under the Plan comply with Section 409A and, accordingly, to the maximum extent permitted, the Plan shall be interpreted to be in compliance therewith. Each payment under any Award that constitutes non-qualified deferred compensation subject to Section 409A shall be treated as a separate payment for purposes of Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes non-qualified deferred compensation subject to Section 409A except in accordance with Section 409A.

Notwithstanding anything herein to the contrary, if a Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), and any portion of the Participant’s Awards that constitutes deferred compensation within the meaning of Section 409A is scheduled to be paid or settled, as the case may be, upon the Participant’s separation from service or during the six-month period thereafter, then such payment or settlement, as the case may be, shall not occur prior to the earlier of (i) the six-month anniversary of the date of the Participant’s separation from service or (ii) the date of the Participant’s death (the “Delay Period”). All payments and settlements delayed pursuant to this Section 10.11 shall be paid or settled, as the case may be, within 30 days following the end of the Delay Period, less any applicable withholdings, and any remaining payments and settlements regularly scheduled to occur after the end of the Delay Period shall be paid or distributed in accordance with the payment or settlement schedule specified for them. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A.

Section 10.12Non-Exempt Employees.

Unless otherwise determined by the Committee, no Option or SAR shall be granted to any Employee who is a “non-exempt employee” for purposes of the Fair Labor Standards Act of 1938, as amended, which is first exercisable for any shares of Stock within six months following the date of grant of the Option or SAR (although the Award may vest prior to such date). The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay, and the provisions of this Section 10.12 will apply to all such applicable Awards and are hereby incorporated by reference into such Agreements.

Section 10.13Electronic Delivery.

Any reference herein to a written agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) and/or posted on a website specified by the Company that the Participant is permitted to access.

Section 10.14Exchange Rates.

Neither the Company nor any Subsidiary shall be liable to a Participant for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the

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Participant’s Award or of any amounts due to the Participant pursuant to the settlement of the Award or, if applicable, the subsequent sale of any shares of Common Stock acquired upon settlement.

Section 10.15Third-Party Administration.

In connection with a Participant’s participation in the Plan, the Company may use the services of a third-party administrator, including a brokerage firm administrator, and the Company may provide this third-party administrator with personal information about a Participant, including his or her name, social security or other tax identification number and address, as well as the details of each Award, and this third-party administrator may provide information to the Company and its Subsidiaries concerning the exercise of a Participant’s rights and account data as it relates to the administration of Awards granted under the Plan.

Section 10.16Registration Restrictions.

A Stock Option or Stand-Alone SAR shall not be exercisable, no transfer of shares of Common Stock shall be made to any Participant with respect to any Award, and any attempt to exercise a Stock Option or Stand-Alone SAR to transfer any such shares with respect to any Award shall be void and of no effect, unless and until (i) a registration statement under the Securities Act of 1933, as amended, has been duly filed and declared effective pertaining to the shares of Common Stock subject to such Award, and the shares of Common Stock subject to such Award have been duly qualified under applicable federal or state securities or blue sky laws or (ii) the Committee, in its discretion, determines, or the Participant, upon the request of the Committee, provides an opinion of counsel satisfactory to the Committee that such registration or qualification is not required. Without limiting the foregoing, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares of Common Stock subject to such Award is required under any federal or state law or on any securities exchange or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, delivery or purchase of such shares pursuant to the exercise of an Award, such Award shall not be exercised or settled in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

ARTICLE XI
AMENDMENT AND TERMINATION

The Board may alter, amend, suspend or terminate the Plan at any time, in whole or in part; provided, however, that no alteration or amendment will be effective without stockholder approval if such approval is required by law or under the rules of the New York Stock Exchange or other principal stock exchange on which the Common Stock is listed. No alteration, amendment, suspension or termination of the Plan may, without the consent of the Participant to whom an Award has been made, materially adversely affect the rights of such Participant in such Award.

Notwithstanding the foregoing or any provision herein to the contrary, the Committee shall have broad authority to amend the Plan or any outstanding Award under the Plan without the approval of the Participant to the extent the Committee deems necessary or appropriate (i) to comply with, or take into account changes in, applicable tax laws, securities laws, accounting rules and other applicable laws, rules and regulations; or (ii) to avoid adverse tax consequences to any person under Section 409A with respect to any Award, even if such amendment would otherwise be detrimental to such person.

ARTICLE XII
INTERPRETATION

Section 12.1Governmental Regulations.

The Plan, and all Awards hereunder, shall be subject to all applicable rules and regulations of governmental or other authorities, including, without limitation, any rules or regulations promulgated under or issued pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Section 12.2Headings.

The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.

Section 12.3REIT Status.

To the extent that the Company is a REIT, (a) the Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT; and (b) no award shall be granted or awarded, and with respect to any award granted under the Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting, exercise or settlement could cause the Participant or any other person to be in violation of the capital stock ownership limit or aggregate capital stock ownership limit prescribed by the Company’s Articles of Incorporation, as amended from time to time, or (ii) if, in the discretion of the Committee, the grant, vesting, exercise or settlement of the award could impair the Company’s status as a REIT.

Section 12.4Governing Law.

The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland.

ARTICLE XIII
EFFECTIVE DATE AND EXPIRATION DATE

Section 13.1Effective Date.

The Plan first became effective as of March 27, 2014 (the “Effective Date”). The terms of the Plan as amended and restated were adopted by the Board on February 19, 2015 (the “Adoption Date”), contingent upon approval by the Company’s stockholders at the 2015 Annual Meeting of Stockholders.

Section 13.2Final Date for Awards.

Unless previously terminated pursuant to Article XI, the Plan shall expire at midnight on the day prior to the tenth anniversary of the Effective Date (the “Expiration Date”), and no further Awards may be granted under the Plan on or after such date. The Expiration Date will not affect the operation of the terms of the Plan or the Company’s and Participants’ rights and obligations with respect to Awards granted on or prior to the Expiration Date.

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EX-10.3

Exhibit 10.3

OUTFRONT MEDIA INC.EXECUTIVE BONUS PLAN

(As Amended and Restated as of February 19, 2015)

1.Purpose.

The principal purposes of this OUTFRONT Media Inc. Executive Bonus Plan are to assist the Company in attracting, motivating and retaining participating Eligible Executives who have significant responsibility for the growth and long-term success of the Company by providing incentive awards that ensure a strong pay-for-performance linkage for such executives, and to permit the incentive awards paid under this Plan to qualify as performance-based compensation under Section 162(m).

2.Definitions.

(a)“Award” means an amount calculated and awarded to a Participant pursuant to this Plan.

(b)“Board” means the Board of Directors of OUTFRONT Media.

(c)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

(d)“Committee” has the meaning set forth in Section 3(a).

(e)“Company” means OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas, Inc.) and its wholly-owned or majority-owned subsidiaries.

(f)“Eligible Executive” means an employee of the Company who is considered an executive officer of OUTFRONT Media within the meaning of Section 16 of the Exchange Act and, to the extent designated by the Committee as key executives eligible for participation in this Plan, other executives of the Company.

(g)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

(h)“Fiscal Year” means a fiscal year of the Company.

(i)“Misconduct” means a Participant’s (i) violating the Company’s business conduct statement or other code of conduct, insider trading policy or any other material written policies of the Company, (ii) unlawfully trading in the securities of OUTFRONT Media or of any other company based on information gained as a result of his or her employment with the Company, or (iii) engaging in any activity which constitutes gross misconduct or which, if the Participant is a party to an employment agreement with the Company, would permit the Company to terminate the Participant’s employment agreement for “cause”.

(j)“OUTFRONT Media” means OUTFRONT Media Inc. and its successors and assigns.

(k)“Participant” means an Eligible Executive participating in this Plan for a Performance Period as provided in Section 4(b).

(l)“Performance Goals” has the meaning set forth in Section 5(b).

(m)“Performance Metrics” has the meaning set forth in Section 5(c).

(n)“Performance Period” means the period of time during which achievement of the Performance Goals is to be measured. The Company’s Fiscal Year shall be the default Performance Period. The Committee shall have the discretion to designate a Performance Period other than the Company’s Fiscal Year, which may be longer or shorter than a Fiscal Year.

(o)“Plan” means this OUTFRONT Media Inc. Executive Bonus Plan, as amended and restated as of February 19, 2015, as it may be further amended from time to time.

(p)“Section 162(m)” means Section 162(m) of the Code and the applicable regulations and other guidance of general applicability that are issued thereunder.

(q)“Section 162(m) Exemption” means the performance-based exemption from the limitation on deductibility imposed by Section 162(m), as set forth in Section 162(m)(4)(C) of the Code and the regulations and other guidance of general applicability that are issued thereunder.

(r)“Section 409A” means Section 409A of the Code and the applicable regulations and other guidance of general applicability that are issued thereunder.

(s)“Separation from Service” means separation from service with the Company for purposes of Section 409A of the Code, determined using the default provisions set forth in Section 1.409A­1(h) of the Treasury Regulations or any successor provision thereto.

3.Administration of this Plan.

(a)Committee. This Plan shall be administered by a committee appointed or designated by the Board (the “Committee”). The Committee shall consist of at least such number of directors as is required from time to time to satisfy the Section 162(m) Exemption, and each such Committee member shall satisfy the qualification requirements of such exception; provided, that, if any such Committee member is found not to have met the qualification requirements of the Section 162(m) Exemption, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify.

(b)Administration. The Committee shall have all the powers vested in it by the terms of this Plan, such powers to include the authority (within the limitations described herein) to select the persons to be granted awards under this Plan, to determine the time when Awards will be granted, to set Performance Goals and other terms and conditions of Awards, to determine whether objectives and conditions for earning Awards have been met, to determine whether Awards will be paid at the end of the Performance Period or deferred (consistent with Section 409A), and to determine whether an Award or payment of an Award should be reduced or eliminated. The Committee shall have full power and authority to administer and interpret this Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of this Plan and for the conduct of its business as the Committee deems necessary or advisable. The Committee’s interpretations of this Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding for all purposes and on all parties, including the Company, its shareholders, its employees and any person receiving an Award under this Plan, as well as their respective successors in interest. The provisions of this Plan are intended to ensure that all Awards granted hereunder qualify for the Section 162(m) Exemption, and this Plan is intended to be interpreted and operated consistent with this intention. There is no obligation of uniformity of treatment of Participants under this Plan. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to this Plan or any Award.

(c)Guidelines. The Committee may adopt from time to time written policies or rules as it deems necessary or desirable for the Committee’s implementation and administration of this Plan.

(d)Delegation of Administrative Authority. To the extent consistent with Section 162(m), the Committee may delegate its responsibilities for administering this Plan to one or more officers or directors of the Company or its affiliates as it deems necessary or appropriate for the proper administration of this Plan.

4.Eligibility and Participation.

(a)Eligibility. All Eligible Executives are eligible to participate in this Plan for any Performance Period.

(b)Participation. For each Performance Period, the Committee, in its discretion, shall select the Eligible Executives who shall participate in this Plan. The Committee will select the Participants no later than 90 days after the beginning of the Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in accordance with Section 162(m).

5.Awards.

(a)Establishment of Basis for Awards. In connection with the grant of each Award, the Committee shall (i) establish the Performance Goal(s) and the Performance Period applicable to such Award, (ii) establish the formula for determining the amounts payable based on achievement of the applicable Performance Goal(s), and (iii) establish such other terms and conditions for the Award as the Committee deems appropriate. The foregoing shall be accomplished within 90 days of the beginning of the Performance Period (or, if the Performance Period is shorter than 12 months, before 25% of the Performance Period has elapsed).

(b)Performance Goals. The term “Performance Goals” means the objective performance goals established by the Committee for each Performance Period. The Performance Goals may be described in terms of objectives that are related to an individual Participant or objectives that are Company­wide or related to a subsidiary, affiliate, division, department, region, function or business unit; may be measured on an absolute or cumulative basis or on the basis of percentage of or relative improvement or increase over time; may be measured in terms of Company performance (or performance of the applicable subsidiary, affiliate, division, department, region, function or business unit) or measured in terms of performance relative to selected peer companies or a market index; and different Performance Metrics may be given different weights. To the extent permissible for Awards to qualify for the Section 162(m) Exemption, the Committee may establish other subjective or objective goals, including individual Performance Goals, which it deems appropriate, for purposes of applying negative discretion in determining the Award amount. The Committee may provide, in connection with the setting of Performance Goals, that any evaluation of performance may include or exclude certain items that may occur during any Fiscal Year, including, but not limited to the following: (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any recapitalization, reorganization, restructuring, stock split or dividend, merger, acquisition, divestiture, consolidation, split-up, spin­off, split-off, combination, liquidation, dissolution, sale of assets or other similar corporate transaction or event; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in OUTFRONT Media’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and losses. To the extent such inclusions or exclusions affect any Award to any Participant, they shall be prescribed in a form that meets the requirements of Section 162(m) for deductibility.

(c)Performance Metrics. The term “Performance Metrics” means one or more of the following criteria on which Performance Goals may be based: operating income before depreciation and amortization; operating income; free cash flow; operational cash flow; net earnings; net earnings from continuing operations; earnings per share; earnings per share from continuing operations; earnings before any one or more of interest, taxes, depreciation and amortization; revenue; net revenue; net profit; net income; funds from operations; adjusted funds from operations; total shareholder return; share price; return on equity after tax; return on equity before tax; return in excess of cost of capital; profit in excess of cost of capital; return on assets; return on invested capital; return on capital employed; net operating profit after tax; net operating profit before tax; operating margin; profit margin; economic value added; expense or cost levels; bank debt or other long-term or short-term public or private debt or other similar financial obligation levels; or any combination thereof.

(d)Certification of Awards. After the end of the Performance Period and prior to payment of any Award, the Committee shall certify in writing the degree to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. Subject to Section 5(e), the Award for each Participant shall be determined by applying the applicable formula for the Performance Period based upon the level of achievement of the Performance Goals certified by the Committee.

(e)Committee Discretion. Notwithstanding anything to the contrary in this Plan, the Committee may, in its sole discretion, reduce or eliminate, but not increase, any Award payable to any Participant for any reason, including without limitation to reflect individual or business performance and/or unanticipated or subjective factors.

(f)Maximum Awards. No Participant may be granted Awards in respect of any Fiscal Year having a maximum aggregate value in excess of the lesser of $15 million or eight (8) times his or her base salary in effect at the beginning of the Performance Period.

(g)Timing of Payment. Awards will be payable by the Company to Participants as soon as administratively practicable following the determination and written certification of the Committee for the Performance Period pursuant to Section 5(d) above. In the case of any Participant subject to U.S. federal income tax, the Company shall distribute amounts payable to Participants in the calendar year following the calendar year in which the Performance Period ends and no later than March 15th of that calendar year.

(h)Form of Payment. Awards will be paid in cash or cash equivalents. The Committee in its discretion may determine that all or a portion of an Award shall be paid in stock, restricted stock, stock options or other stock-based or stock denominated units which shall be issued pursuant to the OUTFRONT Media Inc. Omnibus Stock Incentive Plan or a successor equity compensation plan in existence at the time of grant.

(i)Deferral of Payment of Awards. Notwithstanding Section 5(g), the Committee, in its discretion, may provide to Participants the opportunity to elect to defer the payment of any Award under an approved deferred compensation plan or arrangement in accordance with the requirements of Section 409A. With respect to any Award (or portion thereof) that constitutes deferred compensation subject to Section 409A and is not otherwise exempt from Section 409A, such Award (or portion thereof) shall not be paid earlier than the date that is six months after the Participant’s Separation from Service if the payment is based on the Participant’s Separation from Service (other than as a result of death) and the Participant is classified as a “specified employee” within the meaning of Section 409A at the time of his or her Separation from Service.

(j)Certain Participants not Eligible. To be eligible for payment of any Award, the Participant must (i) be employed by the Company on the date the payment of the Award is made pursuant to Section 5(g), unless the Committee specifies otherwise, (ii) have performed the Participant’s duties to the satisfaction of the Committee, and (iii) have not engaged in any acts that are considered by the Committee to constitute Misconduct.

6.Miscellaneous Provisions.

(a)Effect on Benefit Plans. Awards shall not be considered eligible pay under other plans, benefit arrangements or fringe benefit arrangements of the Company, unless otherwise specifically provided under the terms of such other plans or arrangements.

(b)Restriction on Transfer. Awards (or interests therein) or amounts payable with respect to a Participant under this Plan are not subject to transfer, assignment or alienation, whether voluntary or involuntary.

(c)Withholding Taxes. The Company shall have the right to deduct from all payments hereunder any federal, state, local or foreign taxes or social contributions required by law to be withheld with respect to such awards. The Participant shall be solely responsible for the satisfaction of any federal, state, local or foreign taxes on payments under this Plan.

(d)No Rights to Awards. Except as set forth herein, no Company employee or other person shall have any claim or right to be granted an award under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or to interfere with the ability of the Company to terminate any such employee’s employment relationship at any time. At no time before the actual payment of an Award shall any Participant or other person accrue any vested interest or right whatsoever under this Plan, and the Company has no obligation to treat Participants consistently under this Plan.

(e)Costs and Expenses. The costs and expenses of administering this Plan shall be borne by the Company and shall not be charged to any Award or to any Participant receiving an Award.

(f)No Funding of Plan. This Plan shall be unfunded, and the Awards shall be paid solely from the general assets of the Company. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under this Plan. To the extent that any person acquires a right to receive payments under this Plan, the right is no greater than the right of any other unsecured general creditor.

(g)Offset for Monies Owed. Any payments made under this Plan will be offset for any monies that are owed to the Company to the extent permitted by applicable law, including Section 409A (if applicable).

(h)Other Incentive Plans. Nothing contained in this Plan shall prohibit the Company from granting other performance awards to employees of the Company (including Participants) under such other incentive arrangements, and in such form and manner, as it deems desirable.

(i)Successors. All obligations of OUTFRONT Media under this Plan shall be binding on any successor to OUTFRONT Media whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business or assets of OUTFRONT Media.

(j)Section 409A. To the extent that any Award under this Plan is subject to Section 409A, the terms and administration of such Award shall comply with the provisions of Section 409A, and, to the extent necessary to achieve compliance, may be modified at the discretion of the Committee.

(k)Severability. If any provision of this Plan or any Award is or becomes or is deemed to be invalid or unenforceable in any jurisdiction or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, and the remainder of this Plan or Award shall remain in full force and effect.

(l)Governing Law. This Plan and all rights and awards hereunder shall be construed in accordance with and governed by the laws of the State of Maryland.

7.Effective Date, Amendments and Termination.

(a)Effective Date. This Plan first became effective as of March 27, 2014. The terms of this Plan, as amended and restated, were adopted by the Board on February 19, 2015, contingent upon approval by the Company’s stockholders at the 2015 Annual Meeting of Stockholders.

(b)Amendments. The Committee may at any time terminate or from time to time amend this Plan in whole or in part, but no such action shall adversely affect any rights or obligations with respect to any Awards theretofore made under this Plan. No such amendment or modification, however, may be effective without approval of OUTFRONT Media’s shareholders if such approval is necessary to comply with the requirements of the Section 162(m) Exemption including (i) any change to the class of persons eligible to participate in this Plan, (ii) any change to the Performance Goals or Performance Metrics or (iii) any increase to the maximum dollar amount that may be paid to a Participant for a Performance Period.

(c)Termination. This Plan shall continue in effect until terminated by the Committee.

EX-10.4

Exhibit 10.4

OUTFRONT Media Inc.

Restricted Share Units Certificate

(Performance-Based with Time-Vesting)

Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan
(As amended and restated as of February 19, 2015)

DATE OF GRANT: [ ]*

This certifies that OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas Inc.) has granted to the employee named on the OUTFRONT Media Stock Plans webpage (the “Participant”) on the date indicated above (the “Date of Grant”), the number of Restricted Share Units, corresponding to the Company’s Common Stock, listed under the Restricted Shares and Units Award Listing tab of the OUTFRONT Media Stock Plans webpage (the “Target Award”), under the Company’s Omnibus Stock Incentive Plan, as amended from time to time, all on the Terms and Conditions attached hereto.

*This grant is contingent upon stockholder approval of the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (as amended and restated as of February 19, 2015) at the Company’s 2015 Annual Meeting of Stockholders. If such stockholder approval is not obtained, this grant automatically will become null and void and of no force and effect and the Participant will have no further rights with respect hereto.

______________________________

Chief Executive Officer

OUTFRONT Media Inc.

Terms and Conditions to the Restricted Share Units Certificate

(Performance Based with Time-Vesting)

Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan(As amended and restated as of February 19, 2015)

ARTICLE I

TERMS OF RESTRICTED SHARE UNITS

Section 1.1 Grant of Restricted Share Units.

(a)    OUTFRONT Media, Inc. (formerly known as CBS Outdoor Americas Inc.), a Maryland corporation (the “Company”), has awarded the Participant Restricted Share Units (the “RSUs”) under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (as amended and restated as of February 19, 2015) (the “Plan”). The RSUs have been awarded to the Participant subject to the terms and conditions contained in (a) the certificate for the grant of RSUs attached hereto (the “Restricted Share Units Certificate”), (b) the terms and conditions contained herein (the Restricted Share Units Certificate and the terms and conditions, collectively, the “Certificate”) and (c) the Plan, the terms of which are hereby incorporated by reference (the items listed in (a), (b), and (c), collectively, the “Terms and Conditions”). A copy of the Plan has been or will be made available to the Participant on-line at Morgan Stanley’s website. Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Restricted Share Units Certificate or the Plan.

(b)    The RSUs have been awarded to the Participant subject to stockholder approval of the Plan (as amended and restated as of February 19, 2015) at the Company’s 2015 Annual Meeting of Stockholders. If the Plan is not approved by stockholders at the Company’s 2015 Annual Meeting of Stockholders, the RSUs automatically will become null and void and of no force and effect and the Participant will have no further rights to the RSUs.

Section 1.2 Terms of RSUs.

(a)    Determination of Number of RSUs Eligible for Vesting and Settlement. Subject to the terms and conditions hereof, the Committee shall establish a performance goal for the RSUs based on the weighted average achievement of a combination of (i) the percentage of targeted OIBDA actually achieved for calendar year 2015; and (ii) the percentage of targeted Adjusted Funds From Operations actually achieved for calendar year 2015, with such weighted average achievement calculated by allocating a 75% weighting to OIBDA and a 25% weighting to AFFO (the “Performance Goal”), subject to adjustment pursuant to Section 2.1 or 2.2 hereof, for calendar year 2015 (the “Performance Period”). As of the last day of the Performance Period, subject to Section 1.2(f) and Section 1.3, the Company’s degree of achievement (expressed as a percentage) of the Performance Goal will be considered in the calculation of the number of RSUs earned pursuant to

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Section 1.2 and eligible for vesting and settlement pursuant to Sections 1.2(b), 1.2(c) and 1.2(e), determined in accordance with the following schedule:

(i)    If the Company achieves less than 80% of the Performance Goal for the Performance Period, the RSUs will be forfeited;

(ii)    If the Company achieves 80% of the Performance Goal for the Performance Period (“Minimum Threshold Performance”), the number of RSUs will be equal to 60% of the Target Award;

(iii)    If the Company achieves 100% of the Performance Goal for the Performance Period, the number of RSUs will be equal to the Target Award; and

(iv)    If the Company achieves 110% or more of the Performance Goal for the Performance Period, the number of RSUs will be equal to 120% of the Target Award.

For achievement at an intermediate point between 80% and 100% or between 100% and 110%, the number of RSUs eligible for vesting and settlement pursuant to Sections 1.2(b), 1.2(c) and 1.2(e) will be interpolated on a straight-line basis between the respective numbers of RSUs at such percentages. Fractional RSUs will be rounded to the next highest whole RSU.

(b)    Vesting. Subject to Sections 1.2(e) and 1.3, the number of RSUs earned pursuant to Section 1.2(a) (after taking into account any reductions pursuant to Section 1.2(f)) shall vest in three equal installments on each of the first three anniversaries of the Date of Grant (each, a “Vesting Date”), subject to the Committee certifying that the Minimum Goal has been achieved. Any fractional RSUs resulting from the application of the foregoing vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures. Notwithstanding anything to the contrary in Section 1.2(e) but subject to Section 1.2(f) and Section 1.3, unless the Committee determines that the Minimum Goal has been achieved, the number of RSUs earned pursuant to Section 1.2 will not vest, and will be immediately cancelled in their entirety and the Participant’s rights with respect to such RSUs will cease.

(c)    Settlement. Within ten (10) business days after the date each installment (or all) of the RSUs vests, that installment (or all) of the vested RSUs shall be settled in shares of Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that the RSUs scheduled to vest on the first anniversary of the Date of Grant will be settled between January 1^st and March 15^th of the calendar year following the end of the Performance Period, unless the first anniversary of the Date of Grant occurs after such settlement period, in which case the RSUs will be settled not later than March 15^th of the calendar year following the calendar year in which the first anniversary of the Date of Grant occurs; provided, further, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable. (The Company currently does not issue share certificates for the Common Stock.) Notwithstanding the foregoing, if the RSUs constitute deferred compensation under Section 409A of the Code and if the event that causes

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the RSUs to vest is a Change in Control that does not constitute a change of control for purposes of Section 409A of the Code, payment will be made on the next date or event under the Certificate that constitutes a permissible payment date or event under Section 409A of the Code. The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock (less any shares withheld to satisfy Tax-Related Items) to the Participant’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, the Participant may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

(d)    Dividend Equivalents. Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled. Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Participant’s account on the date that it pays such regular cash dividends on shares of Common Stock. At the time when the RSUs underlying Dividend Equivalents vest, accrued Dividend Equivalents that have been credited to the Participant’s account with respect to such corresponding RSUs shall be settled in shares of Common Stock (reduced by amounts necessary to satisfy Tax-Related Items) determined by dividing (i) the aggregate amount credited in respect of such Dividend Equivalents by (ii) the Fair Market Value of a share of the Common Stock on the vesting date in a manner consistent with Section 1.2(c); provided, however, that if a dividend payment date occurs between the time at which the RSUs have vested but not yet been settled, the Dividend Equivalents payable with respect to such vested RSUs shall be paid in cash (reduced by amounts necessary to satisfy Tax-Related Items) as soon as practicable following the dividend payment date, but in no event later than March 15^th of the calendar year following the calendar year in which the RSUs vest. Dividend Equivalents shall be accrued and paid with respect to the actual number of RSUs determined in accordance with Section 1.2(a) or Section 1.3, which number of RSUs may be higher, lower or equal to the Target Award (but in no event may such number of RSUs exceed 120% of the Target Award). Any fractional shares shall be paid in cash (reduced by amounts necessary to satisfy Tax-Related Items). Accrued Dividend Equivalents that have been credited to the Participant’s account will not be paid with respect to any RSUs that do not vest and are cancelled. Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Participant.

(e) Termination of Employment.

(i)    If, at the time of his or her termination of employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries that contains provisions different from those set forth in Section 1.2(e)(ii), then such different provisions will control so long as they are in effect and applicable to the Participant at the time of his or her termination of employment. In the event that any such provision would cause the RSUs to be subject to the requirements of Section 409A, the settlement of the RSUs shall also comply with Section 3.5 hereof.

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(ii)    Otherwise, in the event that the Participant’s employment with the Company and its Subsidiaries terminates: (A) due to the Participant’s death or Permanent Disability before the RSUs have vested in accordance with Section 1.2(b) hereof, then the unvested RSUs (and all unvested Dividend Equivalents accrued thereon) shall immediately vest and be settled in accordance with Section 1.2(c) hereof; provided that if the unvested RSUs remain subject to the performance-based vesting condition described in Section 1.2(a) on the date of the Participant’s termination of employment due to death or Permanent Disability, the unvested RSUs shall instead vest if and to the extent the Committee certifies that the Performance Goal relating to such unvested RSUs has been met following the end of the Performance Period; or (B) for any reason other than due to the Participant’s death or Permanent Disability, then, unless the Committee determines otherwise, the Participant shall forfeit all unvested RSUs (and all unvested Dividend Equivalents accrued thereon) as of the date of such termination of employment. A “termination of employment” occurs, for purposes of the RSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the Participant’s voluntary resignation, the Participant’s termination with or without cause or the Participant’s retirement, death or Permanent Disability. Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

(f)    Maximum Award. If the Company and its Subsidiaries achieve during 2015 the percentage of budgeted OIBDA (as defined in the Plan) for 2015 as established by the Committee on the Date of Grant (the “Minimum Goal”), subject to adjustment pursuant to Section 2.1 or 2.2 hereof, and further subject to Section 1.3, the maximum number of RSUs eligible for vesting and settlement pursuant to Sections 1.2(b), 1.2(c) and 1.2(e) will be equal to 120% of the Target Award (the “Eligible RSUs”). Notwithstanding the foregoing, the Committee shall have the power and authority, in its sole and absolute exercise of negative discretion, to reduce the number of RSUs subject to the Eligible RSUs to a lesser number by taking into account the other provisions hereof and such other factors and criteria as the Committee, in its sole discretion, determines appropriate. Fractional RSUs will be rounded to the next highest whole RSU.

Section 1.3    Change in Control. Notwithstanding anything to the contrary in this Certificate, the following provisions shall apply in connection with a Change in Control. Subject to the last sentence of this paragraph: (i) the treatment in connection with a Change in Control of any RSUs that are outstanding at the time of such Change in Control will depend on whether the RSUs granted under this Certificate are Assumed (as defined in Exhibit A to this Certificate) by the entity effecting the Change in Control; (ii) if the entity effecting the Change in Control Assumes the RSUs granted under this Certificate, and if the Change in Control occurs following the end of the Performance Period but prior to the RSUs becoming vested as provided in Section 1.2(b) (a “Post-Performance Period CIC”), Section 1.3(a) shall apply; (iii) if the entity effecting the Change in Control Assumes the RSUs granted under this Certificate, and if the Change in Control occurs prior to the end of the Performance Period (a “Performance Period CIC”), Section 1.3(b) shall apply; (iv) if the entity effecting the Change in Control does not Assume the RSUs granted under this

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Certificate, then Section 1.3(c) shall apply. Notwithstanding the preceding sentence, Section 1.2(e) shall apply and the following provisions of this Section shall not apply if the Change in Control occurs after termination of the Participant’s employment due to death or Permanent Disability.

(a) Awards Assumed by Successor; Post-Performance Period CIC: If the RSUs granted under this Certificate that are outstanding at the time of a Post-Performance Period CIC are Assumed by the entity effecting the Change in Control, the number of RSUs that may become payable to the Participant shall be the number previously determined pursuant to Section 1.2(a) that have not already vested at the time of the Change in Control (the “Post-Performance Period CIC RSUs”) and the circumstances in which the Participant shall vest in such number of the RSUs are described in Section 1.3(a)(i). Exhibit A to this Certificate contains defined terms for the purposes of this Certificate.

(i) The Post-Performance Period CIC RSUs shall vest if the Participant remains employed through the applicable Vesting Date as set forth in Section 1.2(b) and shall be settled in accordance with Section 1.2(c). Unless clause (A), (B), or (C) below applies, all of the Post-Performance Period CIC RSUs that are outstanding at the time of the Participant’s termination of employment prior to the applicable Vesting Date shall be forfeited. Notwithstanding the preceding sentence, any Post-Performance Period CIC RSUs that have not vested pursuant to this Section 1.3(a)(i) shall vest on the first to occur of the following events between the date on which the Post-Performance Period CIC occurs and the applicable Vesting Date, and the Post-Performance Period CIC RSUs shall be settled in accordance with Section 1.2(c):

(A) the involuntary termination of the Participant’s employment for reasons other than a Termination for Cause;

(B) the Participant’s voluntary termination of employment for Good Reason (as defined in Exhibit A); or

(C) the termination of the Participant’s employment due to the Participant’s death or Permanent Disability.

(b) Awards Assumed by Successor; Performance Period CIC: If the RSUs granted under this Certificate that are outstanding at the time of a Performance Period CIC are Assumed by the entity effecting the Change in Control, the number of RSUs that may become payable to the Participant shall be determined pursuant to Section 1.3(b)(i), and the circumstances in which the Participant shall vest in such number of the RSUs are described in Section 1.3(b)(ii).

(i) Upon the occurrence of a Performance Period CIC, the number of the RSUs that may become payable to the Participant (the “Performance Period CIC RSUs”) shall be equal to the Target Award.

(ii) The Performance Period CIC RSUs shall become vested if the Participant remains employed through the applicable Vesting Date as set forth in Section 1.2(b) and

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shall be settled in accordance with Section 1.2(c). Unless clause (A), (B) or (C) below applies, all of the Performance Period CIC RSUs that are outstanding at the time of the Participant’s termination of employment prior to the applicable Vesting Date shall be forfeited. Notwithstanding the preceding sentence, any Performance Period CIC RSUs that have not vested pursuant to this Section 1.3(b)(ii) shall vest on the first to occur of the following events between the date on which the Performance Period CIC occurs and the applicable Vesting Date, and the Performance Period CIC RSUs shall be settled in accordance with Section 1.2(c):

(A) the involuntary termination of the Participant’s employment for reasons other than a Termination for Cause;

(B) the Participant’s voluntary termination of employment for Good Reason; or

(C) the termination of the Participant’s employment due to the Participant’s death or Permanent Disability.

(c)    Awards Not Assumed by Successor. Upon the occurrence of a Change in Control, any unvested RSUs outstanding at the time of the Change in Control that are not Assumed by the entity effecting the Change in Control shall immediately vest and be settled in accordance with Section 1.2(c). For purposes of this Section 1.3(c), if such Change in Control is a Performance Period CIC the number of RSUs that shall vest upon such Change in Control shall be determined in accordance with the terms of Section 1.3(b)(i).

ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

Section 2.1    Effect of Certain Corporate Changes. Notwithstanding anything to the contrary herein, the RSUs shall be subject to the adjustment provisions set forth in Article VIII of the Plan.

Section 2.2    Adjustment of Performance Goal. The Committee may adjust or modify the calculation of the Performance Goal, as it determines in its discretion to be appropriate, in accordance with Section 6.5 of the Plan; provided, however, that to the extent compliance with the requirements of the Section 162(m) Exception is required in order to ensure the deductibility of the RSUs, the Committee shall make such adjustments as are authorized by the Committee at the time the Performance Goal is established by the Committee for the Performance Period. Adjustments made by the Committee shall be conclusive and binding on all persons for all purposes.

ARTICLE III

MISCELLANEOUS

Section 3.1 No Rights to Grants or Continued Employment. Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant

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any right to be employed by or to continue in the employment of the Company or any Subsidiary, or to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.

Section 3.2 Taxes. The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or a Participant’s estate or any permitted transferee, an amount sufficient to satisfy any Tax-Related Items. The Company expects that, in order to satisfy such Tax-Related Items, it will (a) in connection with the vesting of any RSUs, retain a portion of such shares, and (b) in connection with the payment any accrued dividends, retain a portion of the shares of Common Stock that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such Tax-Related Items. Notwithstanding the foregoing, the Company may, in its discretion and subject to such conditions as it may determine, require or permit the Participant to satisfy such Tax-Related Items through some other means (including without limitation by payment of a cash amount equal to the amount of such Tax-Related Items or by delivery of Common Stock already owned by the Participant having a Fair Market Value equal to the amount of such Tax-Related Items).

Section 3.3 Stockholder Rights; Unsecured Creditor Status. The grant of RSUs shall not entitle the Participant, the Participant’s estate, or any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Participant, the Participant’s estate, or any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant, the Participant’s estate, or any permitted transferee or beneficiary, until such broker has been so registered). Except as set forth above under Section 1.2(d) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Common Stock for which the record date is prior to the date on which the Participant, the Participant’s estate, or any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such shares of Common Stock. RSUs constitute unsecured and unfunded obligations of the Company. As a holder of RSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.

Section 3.4 No Restriction on Right of Company to Effect Corporate Changes. The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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Section 3.5 Section 409A. The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (a) the six-month anniversary of the date of the Participant’s separation from service or (b) the date of Participant’s death (the “Delay Period”). All payments and distributions delayed pursuant to this Section 3.5 shall be paid or distributed to the Participant within thirty (30) days following the end of the Delay Period, subject to the satisfaction of Tax-Related Items, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

Section 3.6 Interpretation. In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.

Section 3.7 Breach of Covenants. In the event that (a) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (b) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (i) the Participant will be required to return to the Company all shares of Common Stock received by him or her as a result of the vesting of the RSUs during the one year period prior to such breach and any cash payment of related accrued dividends; provided, however, to the extent that any such shares of Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (ii) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(e) hereof, under no circumstances will any unvested RSUs vest following the Committee’s determination that Participant has committed a material breach.

Section 3.8 Entire Agreement. Except to the extent provided in an employment agreement which is approved by the Committee or which is executed by an elected officer of the Company, at the level of the Company’s Senior Vice President, Human Resources or above, the Terms and Conditions constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral,

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between the Company and the Participant with respect hereto. The express terms of the Terms and Conditions control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

Section 3.9 Governmental Regulations. The RSUs shall be subject to all applicable rules and regulations of governmental or other authorities.

Section 3.10 Headings. The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.

Section 3.11 Electronic Delivery. The Company may, in its sole discretion, deliver any documents, including, without limitation, the Terms and Conditions, related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 3.12 Severability. The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

Section 3.13 Governing Law. The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

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The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within thirty (30) days of receipt of these Terms and Conditions. Any such notice may be addressed to the Company at the following email address: OutfrontMediaStockAdministrator@outfrontmedia.com.

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Exhibit A to the

OUTFRONT Media Inc.

Terms and Conditions to the Restricted Share Units Certificate

(Performance-Based with Time-Vesting)

This Exhibit A is attached to and forms a part of the Certificate. Solely for the purposes of the Certificate, the following terms shall be defined as follows:

(A) An award of RSUs shall be considered “Assumed” in connection with a Change in Control if each of the following conditions is met:

(1) the award of RSUs is converted into a replacement award that preserves the value of such award at the time of the Change in Control;

(2) the replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the definitions of Termination for Cause and Good Reason) that are no less favorable to the Participant than as set forth in this Certificate, and all other terms of the replacement award (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Participant than, those set forth in this Certificate; and

(3) the security represented by the replacement award, if any, is of a class that is publicly held and widely traded on an established stock exchange.

(B) “Change in Control” means the occurrence of any of the following events:

(1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity (the “Voting Power”); provided, however, that the following acquisitions will not be deemed to result in a Change in Control: (a) any acquisition directly from the Company; (b) any acquisition by the Company; (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (d) any acquisition by any Person pursuant to a transaction that complies with clauses (a), (b) and (c) of clause (C)(3) below; or

(2) individuals who, as of the Date of Grant, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Date of Grant, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent

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Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) will be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination of the Voting Power, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board providing for such Business Combination; or

(4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(C) “Good Reason” has the meaning set forth in the Participant’s employment, change in control, or severance agreement, as applicable (in that order), or otherwise means with respect to the Participant and without the Participant’s express written consent, the occurrence of any one or more of the following at any time during the Participant’s employment with the Company or any Subsidiary by virtue of management outsourcing or otherwise:

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(1) a significant adverse change in the nature or scope of the Participant’s authorities, powers, functions, responsibilities or duties attached to the Participant’s position with the Company and any Subsidiary;

(2) a material reduction in the aggregate of the Participant’s annual base salary and target bonus;

(3) any change of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment as of the commencement of the date hereof; or

(4) any failure of the Company to pay the Participant any compensation when due (other than an inadvertent failure that is remedied within ten business days after receipt of written notice from the Participant) .

Notwithstanding the foregoing, no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within ninety (90) days after the initial existence of the occurrence of such facts or circumstances, (y) the Company has failed to cure such facts or circumstances within thirty (30) days of its receipt of such written notice, and (z) the effective date of the termination for Good Reason occurs no later than ten (10) days after the cure period specified in clause (y) above.

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EX-10.5

Exhibit 10.5

OUTFRONT Media Inc.

Restricted Share Units Certificate

(With Time-Vesting)

Granted under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan

DATE OF GRANT: [ ]

This certifies that OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas Inc.) has granted to the employee named on the OUTFRONT Media Stock Plans webpage (the “Participant”) on the date indicated above (the “Date of Grant”), the number of Restricted Share Units, corresponding to the Company’s Common Stock, listed under the Restricted Shares and Units Award Listing tab of the OUTFRONT Media Stock Plans webpage, under the Company’s Omnibus Stock Incentive Plan, as amended from time to time, all on the Terms and Conditions attached hereto.

______________________________

Chief Executive Officer

OUTFRONT Media Inc.

Terms and Conditions to the Restricted Share Units Certificate

(With Time-Vesting)

Granted under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan

ARTICLE I

TERMS OF RESTRICTED SHARE UNITS

Section 1.1 Grant of Restricted Share Units. OUTFRONT Media, Inc. (formerly known as CBS Outdoor Americas Inc.), a Maryland corporation (the “Company”), has awarded the Participant Restricted Share Units (the “RSUs”) under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”). The RSUs have been awarded to the Participant subject to the terms and conditions contained in (a) the certificate for the grant of RSUs attached hereto (the “Restricted Share Units Certificate”), (b) the terms and conditions contained herein (the Restricted Share Units Certificate and the terms and conditions, collectively, the “Certificate”) and (c) the Plan, the terms of which are hereby incorporated by reference (the items listed in (a), (b), and (c), collectively, the “Terms and Conditions”). A copy of the Plan has been or will be made available to the Participant on-line at Morgan Stanley’s website.

Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Restricted Share Units Certificate or the Plan.

Section 1.2 Terms of RSUs.

(a) General and Vesting. Subject to Sections 1.2(d) and 1.3, the RSUs shall vest in three equal installments on each of the first three anniversaries of the Date of Grant (each, a “Vesting Date”), except that any fractional RSUs resulting from this vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures. Subject to Section 1.2(d) below, in the event of the Participant’s termination of employment for any reason, any unvested RSUs shall be forfeited to the Company.

(b) Settlement. Within ten (10) business days after the date each installment (or all) of the RSUs vests, that installment (or all) of the vested RSUs shall be settled in shares of Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable in order to comply with the applicable federal or state securities laws. (The Company currently does not issue share certificates for the Common Stock.) Notwithstanding the foregoing, if the RSUs constitute deferred compensation under Section 409A of the Code and if the event that causes the RSUs to vest is a Change in Control that does not constitute a change of control for purposes of Section 409A of the Code, payment will be made on the next date or event under the Certificate that constitutes a permissible payment date or event under Section 409A of the Code. The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock (less

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any shares withheld to satisfy Tax-Related Items) to the Participant’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, the Participant may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

(c)    Dividend Equivalents. Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled. Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Participant’s account on the date that it pays such regular cash dividends on shares of Common Stock. At the time when the RSUs underlying Dividend Equivalents vest, accrued Dividend Equivalents that have been credited to the Participant’s account with respect to such corresponding RSUs shall be settled in shares of Common Stock (reduced by amounts necessary to satisfy Tax-Related Items) determined by dividing (i) the aggregate amount credited in respect of such Dividend Equivalents by (ii) the Fair Market Value of a share of the Common Stock on the vesting date in a manner consistent with Section 1.2(b); provided, however, that if a dividend payment date occurs between the time at which RSUs have vested but not yet been settled, the Dividend Equivalents payable with respect to such vested RSUs shall be paid in cash (reduced by amounts necessary to satisfy Tax-Related Items) as soon as practicable following the dividend payment date, but in no event later than March 15^th of the calendar year following the calendar year in which the RSUs vest. Any fractional shares shall be paid in cash (reduced by amounts necessary to satisfy Tax-Related Items). Accrued Dividend Equivalents that have been credited to the Participant’s account will not be paid with respect to any RSUs that do not vest and are cancelled. Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Participant.

(d) Termination of Employment.

(i)    If, at the time of his or her termination of employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries that contains provisions different from those set forth in Section 1.2(d)(ii), then such different provisions will control so long as they are in effect and applicable to the Participant at the time of his or her termination of employment. In the event that any such provision would cause the RSUs to be subject to the requirements of Section 409A, the settlement of the RSUs shall also comply with Section 3.5 hereof.

(ii)    Otherwise, in the event that the Participant’s employment with the Company and its Subsidiaries terminates: (A) due to the Participant’s death or Permanent Disability before the RSUs have vested in accordance with Section 1.2(a) hereof, then the unvested RSUs (and all unvested Dividend Equivalents accrued thereon) shall immediately vest and be settled in accordance with Section 1.2(b) hereof; or (B) for any reason other than due to the Participant’s death or Permanent Disability, then, unless the Committee determines otherwise, the Participant shall

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forfeit all unvested RSUs (and all unvested Dividend Equivalents accrued thereon) as of the date of such termination of employment. A “termination of employment” occurs, for purposes of the RSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the Participant’s voluntary resignation, the Participant’s termination with or without cause or the Participant’s retirement, death or Permanent Disability. Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

Section 1.3    Change in Control. Notwithstanding anything to the contrary in this Certificate, in the event of a Change in Control prior to the RSUs becoming vested as provided in Section 1.2, and at a time when the RSUs have not been forfeited, the RSUs covered by this Certificate shall be treated in connection with such Change in Control as set forth in this Section 1.3. If the entity effecting the Change in Control Assumes the RSUs, Section 1.3(a) shall apply. If the entity effecting the Change in Control does not Assume the RSUs, Section 1.3(b) shall apply. Exhibit A to this Certificate contains defined terms for purposes of this Certificate.

(a) RSUs Assumed by Successor: If the RSUs granted under this Certificate that are outstanding at the time of a Change in Control are Assumed by the entity effecting the Change in Control, the RSUs shall become vested and payable to the Participant pursuant to Section 1.2(a) (and become entitled to settlement as specified in Section 1.2(b) of this Certificate). Subject to the following sentence, all of the RSUs that are outstanding at the time of the Participant’s termination of employment prior to the RSUs becoming vested and payable to the Participant shall be forfeited. Notwithstanding the preceding sentence, any RSUs that have not become vested and payable to the Participant shall become vested and payable to the Participant on the first to occur of the following events between the date on which the Change in Control occurs and the applicable Vesting Date as set forth in Section 1.2(b) above:

(i) the involuntary termination of the Participant’s employment for reasons other than a Termination for Cause;

(ii) the Participant’s voluntary termination of employment for Good Reason (as defined in Exhibit A); or

(iii) the termination of the Participant’s employment due to the Participant’s death or Permanent Disability.

(b) RSUs Not Assumed by Successor. If the RSUs granted under this Certificate that are outstanding at the time of a Change in Control are not Assumed by the entity effecting the Change in Control, such RSUs shall immediately become vested and payable to the Participant (and become entitled to settlement as specified in Section 1.2(b) of this Certificate).

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ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

Notwithstanding anything to the contrary herein, the RSUs shall be subject to the adjustment provisions set forth in Article VIII of the Plan.

ARTICLE III

MISCELLANEOUS

Section 3.1 No Rights to Grants or Continued Employment. Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant any right to be employed by or to continue in the employment of the Company or any Subsidiary, or to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.

Section 3.2 Taxes. The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or a Participant’s estate or any permitted transferee, an amount sufficient to satisfy any Tax-Related Items. The Company expects that, in order to satisfy such Tax-Related Items, it will (a) in connection with the vesting of any RSUs, retain a portion of such shares, and (b) in connection with the payment any accrued dividends, retain a portion of the shares of Common Stock that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such Tax-Related Items. Notwithstanding the foregoing, the Company may, in its discretion and subject to such conditions as it may determine, require or permit the Participant to satisfy such Tax-Related Items through some other means (including without limitation by payment of a cash amount equal to the amount of such Tax-Related Items or by delivery of Common Stock already owned by the Participant having a Fair Market Value equal to the amount of such Tax-Related Items).

Section 3.3 Stockholder Rights; Unsecured Creditor Status. The grant of RSUs shall not entitle the Participant, the Participant’s estate, or any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Participant, the Participant’s estate, or any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant, the Participant’s estate, or any permitted transferee or beneficiary, until such broker has been so registered). Except as set forth above under Section 1.2(c) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Common Stock for which the record date is prior to the date on which the Participant, the Participant’s estate, or any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such

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shares of Common Stock. RSUs constitute unsecured and unfunded obligations of the Company. As a holder of RSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.

Section 3.4 No Restriction on Right of Company to Effect Corporate Changes. The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 3.5 Section 409A. The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (a) the six-month anniversary of the date of the Participant’s separation from service or (b) the date of Participant’s death (the “Delay Period”). All payments and distributions delayed pursuant to this Section 3.5 shall be paid or distributed to the Participant within thirty (30) days following the end of the Delay Period, subject to the satisfaction of Tax-Related Items, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

Section 3.6 Interpretation. In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.

Section 3.7 Breach of Covenants. In the event that (a) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (b) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (i) the Participant will be required to return to the Company all shares of Common Stock received by him or her as a result of the vesting of the RSUs during the one year period prior to such breach and any cash payment of related accrued dividends; provided, however, to the extent that any such

6

shares of Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (ii) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(d) hereof, under no circumstances will any unvested RSUs vest following the Committee’s determination that Participant has committed a material breach.

Section 3.8 Entire Agreement. Except to the extent provided in an employment agreement which is approved by the Committee or which is executed by an elected officer of the Company, at the level of the Company’s Senior Vice President, Human Resources or above, the Terms and Conditions constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Company and the Participant with respect hereto. The express terms of the Terms and Conditions control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

Section 3.9 Governmental Regulations. The RSUs shall be subject to all applicable rules and regulations of governmental or other authorities.

Section 3.10 Headings. The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.

Section 3.11 Electronic Delivery. The Company may, in its sole discretion, deliver any documents, including, without limitation, the Terms and Conditions, related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 3.12 Severability. The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

Section 3.13 Governing Law. The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

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The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within thirty (30) days of receipt of these

7

Terms and Conditions. Any such notice may be addressed to the Company at the following email address: OutfrontMediaStockAdministrator@outfrontmedia.com.

8

Exhibit A to the

OUTFRONT Media Inc.

Terms and Conditions to the Restricted Share Units Certificate

(With Time-Vesting)

This Exhibit A is attached to and forms a part of the Certificate. Solely for the purposes of the Certificate, the following terms shall be defined as follows:

(A) An award of RSUs shall be considered “Assumed” in connection with a Change in Control if each of the following conditions is met:

(1) the award of RSUs is converted into a replacement award that preserves the value of such award at the time of the Change in Control;

(2) the replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the definitions of Termination for Cause and Good Reason) that are no less favorable to the Participant than as set forth in this Certificate, and all other terms of the replacement award (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Participant than, those set forth in this Certificate; and

(3) the security represented by the replacement award, if any, is of a class that is publicly held and widely traded on an established stock exchange.

(B) “Change in Control” means the occurrence of any of the following events:

(1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity (the “Voting Power”); provided, however, that the following acquisitions will not be deemed to result in a Change in Control: (a) any acquisition directly from the Company; (b) any acquisition by the Company; (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (d) any acquisition by any Person pursuant to a transaction that complies with clauses (a), (b) and (c) of clause (C)(3) below; or

(2) individuals who, as of the Date of Grant, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Date of Grant, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent

9

Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) will be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination of the Voting Power, (b) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board providing for such Business Combination; or

(4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(C) “Good Reason” has the meaning set forth in the Participant’s employment, change in control, or severance agreement, as applicable (in that order), or otherwise means with respect to the Participant and without the Participant’s express written consent, the occurrence of any one or more of the following at any time during the Participant’s employment with the Company or any Subsidiary by virtue of management outsourcing or otherwise:

10

(1) a significant adverse change in the nature or scope of the Participant’s authorities, powers, functions, responsibilities or duties attached to the Participant’s position with the Company and any Subsidiary;

(2) a material reduction in the aggregate of the Participant’s annual base salary and target bonus;

(3) any change of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment as of the commencement of the date hereof; or

(4) any failure of the Company to pay the Participant any compensation when due (other than an inadvertent failure that is remedied within ten business days after receipt of written notice from the Participant) .

Notwithstanding the foregoing, no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within ninety (90) days after the initial existence of the occurrence of such facts or circumstances, (y) the Company has failed to cure such facts or circumstances within thirty (30) days of its receipt of such written notice, and (z) the effective date of the termination for Good Reason occurs no later than ten (10) days after the cure period specified in clause (y) above.

11

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeremy J. Male, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015

By:	/s/ Jeremy J. Male
	Name:	Jeremy J. Male
	Title:	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Donald R. Shassian, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015

By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy J. Male, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2015

By:	/s/ Jeremy J. Male
	Name:	Jeremy J. Male
	Title:	Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald R. Shassian, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2015

By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and
		Chief Financial Officer

XML

Property and Equipment - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation	$ 28.7	$ 26.1

XML

Stock-Based Compensation - Schedule of RSU and PRSU Award Activity (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Restricted Stock Units (RSUs)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Grants (per share)	$ 29.83
Weighted Average Grant Date Fair Value, Vested (per share)	$ 23.22
Weighted Average Grant Date Fair Value, Forfeited (per share)	$ 24.94
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Grants	388,506
Vested	(352,233)
Forfeited	(13,509)
Performance Restricted Stock Units (PRSUs)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Grants (per share)	$ 29.83
Weighted Average Grant Date Fair Value, Vested (per share)	$ 30.47
Weighted Average Grant Date Fair Value, Forfeited (per share)	$ 30.07
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Grants	225,694
Vested	(63,642)
Forfeited	(25,751)
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Non-Vested, Beginning Balance (per share)		$ 21.92
Weighted Average Grant Date Fair Value, Non-Vested, Ending Balance (per share)	$ 25.77	$ 21.92
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested as of beginning of period		1,278,602
Non-vested as of end of period	1,437,667	1,278,602

XML

Restructuring Charges - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Restructuring Charges [Abstract]
Restructuring charges	$ 0.6	$ 0	$ 9.8
Stock-based compensation	3.6	1.8	5.6
Restructuring reserve	$ 2.7

XML

Stock-Based Compensation - Schedule of Stock Options Roll Forward (Details) (Stock options, USD $)	3 Months Ended
	Mar. 31, 2015
Stock options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of December 31, 2014	450,890
Exercised	(141,600)
Forfeited or expired	(14,393)
Outstanding as of March 31, 2015	294,897
Exercisable as of March 31, 2015	182,661
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted average exercise price, options outstanding, as of December 31, 2014	$ 15.29
Weighted average exercise price, exercised	$ 14.67
Weighted average exercise price, forfeited	$ 12.73
Weighted average exercise price, options outstanding, as of March 31, 2015	$ 15.72
Weighted average exercise price, options exercisable	$ 10.84

XML

Long-Term Debt - Narrative (Details) (USD $)	0 Months Ended	3 Months Ended	0 Months Ended		3 Months Ended
	Mar. 30, 2015 subsidiary	Mar. 31, 2015	Feb. 03, 2015	Jan. 31, 2014	Mar. 31, 2014
Line of Credit Facility [Line Items]
Outstanding letters of credit and surety bonds		$ 113,200,000
Covenant description		The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.
Maximum consolidated total leverage ratio		6.0
Consolidated Total Leverage Ratio		5.0
Debt Instrument [Line Items]
Number of Wholly Owned Subsidiaries	2
Deferred financing costs		37,400,000
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Interest rate at period end		3.00%
Unamortized debt discount		1,700,000
Maturity date		Jan. 31, 2021
Secured Debt | 5.875% senior unsecured notes, due 2025
Debt Instrument [Line Items]
Unamortized premium	3,800,000
Senior Unsecured Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Unamortized debt discount		700,000
Debt Face Amount		150,000,000	550,000,000
Stated interest rate		5.25%	5.25%
Maturity date		Jan. 31, 2022	Jan. 31, 2022
Senior Unsecured Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Debt Face Amount	100,000,000		400,000,000
Stated interest rate	5.625%	5.625%	5.625%	5.625%
Maturity date	Feb. 15, 2024	Jan. 31, 2024	Jan. 31, 2024	Feb. 15, 2024
Senior Unsecured Notes | 5.875% senior unsecured notes, due 2025
Debt Instrument [Line Items]
Debt Face Amount			450,000,000
Stated interest rate		5.875%	5.875%
Maturity date		Mar. 15, 2025	Mar. 15, 2025
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt at fair value		2,400,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		425,000,000
Credit facility, expiration date		Jan. 31, 2019
Revolving Credit Facility, Outstanding Amount		0
Commitment fee for unused commitments		400,000			400,000
Outstanding letters of credit and surety bonds		30,500,000
Covenant description		The terms of the Credit Agreement require that, as long as any commitments remain outstanding under the Revolving Credit Facility, we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.0 to 1.0.
Consolidated Net Secured Leverage Ratio		1.6
Maximum consolidated net secured coverage ratio		4.0
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		80,000,000
Outstanding letters of credit and surety bonds		$ 69,600,000

XML

Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Components of net periodic pension cost:
Service cost	$	0.3		$	0.3
Interest cost	0.4			0.6
Expected return on plan assets	(0.5		)	(0.7		)
Amortization of actuarial losses(a)	0.2			0.2
Net periodic pension cost	$	0.4		$	0.4

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

XML

Retirement Benefits - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Compensation and Retirement Disclosure [Abstract]
Pension contributions	$ 0.5
Estimated future employer contributions in current fiscal year	$ 2.2

XML

Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

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

	As of March 31, 2015
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	20.4	$	15.1	$	20.5	$	—		$	56.0
Receivables, less allowance	—		—		174.6		26.4		—			201.0
Other current assets	—		5.7		138.5		24.7		—			168.9
Total current assets	—		26.1		328.2		71.6		—			425.9
Property and equipment, net	—		—		683.1		87.3		—			770.4
Goodwill	—		—		2,047.8		98.4		—			2,146.2
Intangible assets	—		—		620.3		0.1		—			620.4
Investment in subsidiaries	1,388.0		3,659.2		190.8		—		(5,238.0		)	—
Other assets	—		31.7		55.7		6.9		—			94.3
Intercompany	—		—		70.5		58.6		(129.1		)	—
Total assets	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2
Total current liabilities	$	—	$	27.6	$	188.2	$	33.5	$	—		$	249.3
Long-term debt	—		2,301.4		0.3		—		—			2,301.7
Deferred income tax liabilities, net	—		—		—		14.6		—			14.6
Asset retirement obligation	—		—		28.6		7.8		—			36.4
Deficit in excess of investment of subsidiaries	—		—		2,271.2		—		(2,271.2		)	—
Other liabilities	—		—		61.5		5.7		—			67.2
Intercompany	—		—		58.6		70.5		(129.1		)	—
Total liabilities	—		2,329.0		2,608.4		132.1		(2,400.3		)	2,669.2
Total stockholders’ equity	1,388.0		1,388.0		1,388.0		190.8		(2,966.8		)	1,388.0
Total liabilities and stockholders’ equity	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2

	As of December 31, 2014
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	11.5	$	8.8	$	8.2	$	—		$	28.5
Receivables, less allowances	—		—		186.5		31.0		—			217.5
Other current assets	—		5.3		83.5		20.5		—			109.3
Total current assets	—		16.8		278.8		59.7		—			355.3
Property and equipment, net	—		—		683.3		99.6		—			782.9
Goodwill	—		—		2,050.6		103.6		—			2,154.2
Intangible assets	—		—		633.0		0.2		—			633.2
Investment in subsidiaries	1,445.5		3,613.0		208.1		—		(5,266.6		)	—
Other assets	—		31.2		59.5		7.3		—			98.0
Intercompany	—		—		75.1		62.9		(138.0		)	—
Total assets	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6
Total current liabilities	$	—	$	17.9	$	219.1	$	18.2	$	—		$	255.2
Long-term debt	—		2,197.6		0.7		—		—			2,198.3
Deferred income tax liabilities, net	—		—		—		17.2		—			17.2
Asset retirement obligation	—		—		28.3		8.3		—			36.6
Deficit in excess of investment of subsidiaries	—		—		2,167.5		—		(2,167.5		)	—
Other liabilities	—		—		64.4		6.4		—			70.8
Intercompany	—		—		62.9		75.1		(138.0		)	—
Total liabilities	—		2,215.5		2,542.9		125.2		(2,305.5		)	2,578.1
Total stockholders’ equity	1,445.5		1,445.5		1,445.5		208.1		(3,099.1		)	1,445.5
Total liabilities and stockholders’ equity	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Billboard	$	—		$	—		$	221.1		$	25.8		$	—	$	246.9
Transit and other	—			—			92.8			4.2			—		97.0
Total revenues	—			—			313.9			30.0			—		343.9
Expenses:
Operating	—			—			176.3			22.5			—		198.8
Selling, general and administrative	0.5			—			53.8			7.4			—		61.7
Restructuring charges	—			—			0.6			—			—		0.6
Net (gain) loss on dispositions	—			—			(0.4		)	0.1			—		(0.3		)
Depreciation	—			—			23.5			5.2			—		28.7
Amortization	—			—			26.8			1.0			—		27.8
Total expenses	0.5			—			280.6			36.2			—		317.3
Operating income (loss)	(0.5		)	—			33.3			(6.2		)	—		26.6
Interest income (expense), net	—			(27.8		)	—			—			—		(27.8		)
Other income (expense), net	—			—			—			0.1			—		0.1
Income (loss) before income tax benefit and equity in earnings of investee companies	(0.5		)	(27.8		)	33.3			(6.1		)	—		(1.1		)
Income tax benefit	—			—			0.3			1.1			—		1.4
Equity in earnings of investee companies, net of tax	1.6			29.4			(32.0		)	0.3			1.5		0.8
Net income (loss)	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Net income	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—			—			—			(13.3		)	—		(13.3		)
Amortization of net actuarial loss	—			—			—			0.2			—		0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1		)	(13.1		)	(13.1		)	—			39.3		—
Total other comprehensive income (loss), net of tax	(13.1		)	(13.1		)	(13.1		)	(13.1		)	39.3		(13.1		)
Total comprehensive income (loss)	$	(12.0	)	$	(11.5	)	$	(11.5	)	$	(17.8	)	$	40.8	$	(12.0	)

	Three Months Ended March 31, 2014
(in millions)	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—		$	176.9		$	28.2		$	—		$	205.1
Transit and other	—		—			78.1			4.7			—			82.8
Total revenues	—		—			255.0			32.9			—			287.9
Expenses:
Operating	—		—			139.0			24.5			—			163.5
Selling, general and administrative	—		—			43.3			7.3			—			50.6
Net gain on dispositions	—		—			(0.8		)	(0.1		)	—			(0.9		)
Depreciation	—		—			20.4			5.7			—			26.1
Amortization	—		—			20.7			1.2			—			21.9
Total expenses	—		—			222.6			38.6			—			261.2
Operating income	—		—			32.4			(5.7		)	—			26.7
Interest income (expense), net	—		(12.4		)	—			(0.1		)	—			(12.5		)
Other income (expense), net	—		—			—			(0.5		)	—			(0.5		)
Income (loss) before provision for income taxes and equity in earnings of investee companies	—		(12.4		)	32.4			(6.3		)	—			13.7
Provision for income taxes	—		—			(5.3		)	(0.6		)	—			(5.9		)
Equity in earnings of investee companies, net of tax	8.4		20.8			(18.7		)	0.1			(10.0		)	0.6
Net income (loss)	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Net income	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—			—			1.8			—			1.8
Amortization of net actuarial loss	—		—			—			0.2			—			0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	2.0		2.0			2.0			—			(6.0		)	—
Total other comprehensive income (loss), net of tax	2.0		2.0			2.0			2.0			(6.0		)	2.0
Total comprehensive income (loss)	$	10.4	$	10.4		$	10.4		$	(4.8	)	$	(16.0	)	$	10.4

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by (used for) operating activities	$	(0.5	)	$	(17.1	)	$	9.1		$	14.3		$	—	$	5.8
Investing activities:
Capital expenditures	—			—			(12.1		)	(1.0		)	—		(13.1		)
Acquisitions	—			—			(9.9		)	—			—		(9.9		)
Net proceeds from dispositions	—			—			0.7			—			—		0.7
Net cash flow used for investing activities	—			—			(21.3		)	(1.0		)	—		(22.3		)
Financing activities:
Proceeds from long-term debt borrowings - new senior notes	—			103.8			—			—			—		103.8
Proceeds from borrowings under revolving credit facility	—			105.0			—			—			—		105.0
Repayments of borrowings under revolving credit facility	—			(105.0		)	—			—			—		(105.0		)
Deferred financing costs	—			(2.2		)	—			—			—		(2.2		)
Proceeds from stock option exercises	2.0			—			—			—			—		2.0
Taxes withheld for stock-based compensation	—			—			(3.0		)	—			—		(3.0		)
Dividends	(54.9		)	—			—			—			—		(54.9		)
Intercompany	53.4			(75.6		)	21.9			0.3			—		—
Other	—			—			(0.4		)	—			—		(0.4		)
Net cash flow provided by financing activities	0.5			26.0			18.5			0.3			—		45.3
Effect of exchange rate on cash and cash equivalents	—			—			—			(1.3		)	—		(1.3		)
Net increase (decrease) in cash and cash equivalents	—			8.9			6.3			12.3			—		27.5
Cash and cash equivalents at beginning of period	—			11.5			8.8			8.2			—		28.5
Cash and cash equivalents at end of period	$	—		$	20.4		$	15.1		$	20.5		$	—	$	56.0

	Three Months Ended March 31, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by operating activities	$	—		$	—		$	5.8		$	2.0		$	—	$	7.8
Investing activities:
Capital expenditures	—			—			(12.2		)	(3.5		)	—		(15.7		)
Net proceeds from dispositions	—			—			0.3			0.2			—		0.5
Net cash flow used for investing activities	—			—			(11.9		)	(3.3		)	—		(15.2		)
Financing activities:
Proceeds from long-term debt borrowings - term loan and senior notes	—			1,598.0			—			—			—		1,598.0
Deferred financing costs	—			(24.3		)	—			—			—		(24.3		)
Distribution of net debt proceeds to CBS	—			(1,523.8		)	—			—			—		(1,523.8		)
Net cash (distribution to)/contribution from CBS	2.4			—			39.8			—			—		42.2
Intercompany	(2.4		)	20.5			(11.7		)	(6.4		)	—		—
Other	—			—			(0.1		)	—			—		(0.1		)
Net cash flow provided by (used for) financing activities	—			70.4			28.0			(6.4		)	—		92.0
Effect of exchange rate on cash and cash equivalents	—			—			—			(0.5		)	—		(0.5		)
Net increase (decrease) in cash and cash equivalents	—			70.4			21.9			(8.2		)	—		84.1
Cash and cash equivalents at beginning of period	—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	70.4		$	24.0		$	19.5		$	—	$	113.9

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Acquisitions - Allocation of Assets Acquired and Liabilities Assumed (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Dec. 31, 2014	Oct. 01, 2014
Significant Acquisitions and Disposals [Line Items]
Current assets	$ 425.9		$ 355.3
Property and equipment, net	770.4		782.9
Goodwill	2,146.2		2,154.2
Intangible assets	620.4		633.2
Other assets	94.3		98.0
Current liabilities	(249.3)		(255.2)
Long-term debt	(0.6)
Other liabilities	(67.2)		(70.8)
Acquired business
Significant Acquisitions and Disposals [Line Items]
Significant acquisitions	714.2			690.0
Working capital and other adjustments	24.2
Current assets	44.4
Property and equipment, net	86.4
Goodwill	296.4
Intangible assets	316.6	[1]
Other assets	10.7
Current liabilities	(34.5)
Long-term debt	(1.4)	[2]		(1.4)
Other liabilities	(4.4)
Net Assets	$ 714.2

[1] Intangible assets included with the preliminary purchase price allocation are as follows:

[2] In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt has varying maturities through June 1, 2021. As of March 31, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.6 million, with varying maturities through January 31, 2017.

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Asset Retirement Obligation - Narrative (Details)	3 Months Ended
	Mar. 31, 2015
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligation Expected Term	50 years
Asset Retirement Obligations, Description	The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years.

XML

Description of Business and Basis of Presentation - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 segment markets	Mar. 31, 2014
Description of Business and Basis of Presentation [Line Items]
Number of Largest Markets in Which the Entity Operates, Domestic	25
Number of reportable segments	2
Net Cash Used in Operating Activities
Description of Business and Basis of Presentation [Line Items]
Misclassification correction		$ 7.5
Net Cash Used in Investing Activities
Description of Business and Basis of Presentation [Line Items]
Misclassification correction		7.5
Billboard Revenue
Description of Business and Basis of Presentation [Line Items]
Reclassification adjustment		2.6
Transit and Other Revenue
Description of Business and Basis of Presentation [Line Items]
Reclassification adjustment		$ 2.6
Minimum
Description of Business and Basis of Presentation [Line Items]
Number of Markets in Which the Entity Operates	180

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Stock-Based Compensation - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Not yet Recognized, Share-based Awards Other than Options	$ 31.9
Compensation Cost Not yet Recognized, Period for Recognition	2 years 8 months
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Cost Not yet Recognized, Period for Recognition	2 years 5 months
Compensation Not yet Recognized, Stock Options	$ 0.5

XML

Condensed Consolidating Financial Information - Condensed Consolidating Cash Flow Statement (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	$ 5.8	$ 7.8
Capital expenditures	(13.1)	(15.7)
Acquisitions	9.9	0
Net proceeds from dispositions	0.7	0.5
Net cash flow provided by (used for) investing activities	(22.3)	(15.2)
Proceeds from long-term debt borrowings - term loan and senior notes	0	1,598.0
Proceeds from long-term debt borrowings - new senior notes	103.8	0
Proceeds from borrowings under revolving credit facility	105.0	0
Repayments of borrowings under revolving credit facility	(105.0)	0
Deferred financing costs	(2.2)	(24.3)
Proceeds from stock option exercises	2.0	0
Taxes withheld for stock-based compensation	(3.0)	0
Distribution of net debt proceeds to CBS	0	(1,523.8)
Net cash contribution from CBS	0	42.2
Dividends	(54.9)	0
Intercompany	0	0
Other	(0.4)	(0.1)
Net cash flow provided by (used for) financing activities	45.3	92.0
Effect of exchange rate changes on cash and cash equivalents	(1.3)	(0.5)
Net increase in cash and cash equivalents	27.5	84.1
Cash and cash equivalents at beginning of period	28.5	29.8
Cash and cash equivalents at end of period	56.0	113.9
Parent Company
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	(0.5)	0
Capital expenditures	0	0
Acquisitions	0
Net proceeds from dispositions	0	0
Net cash flow provided by (used for) investing activities	0	0
Proceeds from long-term debt borrowings - term loan and senior notes		0
Proceeds from long-term debt borrowings - new senior notes	0
Proceeds from borrowings under revolving credit facility	0
Repayments of borrowings under revolving credit facility	0
Deferred financing costs	0	0
Proceeds from stock option exercises	2.0
Taxes withheld for stock-based compensation	0
Distribution of net debt proceeds to CBS		0
Net cash contribution from CBS		2.4
Dividends	(54.9)
Intercompany	53.4	(2.4)
Other	0	0
Net cash flow provided by (used for) financing activities	0.5	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Subsidiary Issuer
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	(17.1)	0
Capital expenditures	0	0
Acquisitions	0
Net proceeds from dispositions	0	0
Net cash flow provided by (used for) investing activities	0	0
Proceeds from long-term debt borrowings - term loan and senior notes		1,598.0
Proceeds from long-term debt borrowings - new senior notes	103.8
Proceeds from borrowings under revolving credit facility	105.0
Repayments of borrowings under revolving credit facility	(105.0)
Deferred financing costs	(2.2)	(24.3)
Proceeds from stock option exercises	0
Taxes withheld for stock-based compensation	0
Distribution of net debt proceeds to CBS		(1,523.8)
Net cash contribution from CBS		0
Dividends	0
Intercompany	(75.6)	20.5
Other	0	0
Net cash flow provided by (used for) financing activities	26.0	70.4
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	8.9	70.4
Cash and cash equivalents at beginning of period	11.5	0
Cash and cash equivalents at end of period	20.4	70.4
Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	9.1	5.8
Capital expenditures	(12.1)	(12.2)
Acquisitions	9.9
Net proceeds from dispositions	0.7	0.3
Net cash flow provided by (used for) investing activities	(21.3)	(11.9)
Proceeds from long-term debt borrowings - term loan and senior notes		0
Proceeds from long-term debt borrowings - new senior notes	0
Proceeds from borrowings under revolving credit facility	0
Repayments of borrowings under revolving credit facility	0
Deferred financing costs	0	0
Proceeds from stock option exercises	0
Taxes withheld for stock-based compensation	(3.0)
Distribution of net debt proceeds to CBS		0
Net cash contribution from CBS		39.8
Dividends	0
Intercompany	21.9	(11.7)
Other	(0.4)	(0.1)
Net cash flow provided by (used for) financing activities	18.5	28.0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	6.3	21.9
Cash and cash equivalents at beginning of period	8.8	2.1
Cash and cash equivalents at end of period	15.1	24.0
Non-Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	14.3	2.0
Capital expenditures	(1.0)	(3.5)
Acquisitions	0
Net proceeds from dispositions	0	0.2
Net cash flow provided by (used for) investing activities	(1.0)	(3.3)
Proceeds from long-term debt borrowings - term loan and senior notes		0
Proceeds from long-term debt borrowings - new senior notes	0
Proceeds from borrowings under revolving credit facility	0
Repayments of borrowings under revolving credit facility	0
Deferred financing costs	0	0
Proceeds from stock option exercises	0
Taxes withheld for stock-based compensation	0
Distribution of net debt proceeds to CBS		0
Net cash contribution from CBS		0
Dividends	0
Intercompany	0.3	(6.4)
Other	0	0
Net cash flow provided by (used for) financing activities	0.3	(6.4)
Effect of exchange rate changes on cash and cash equivalents	(1.3)	(0.5)
Net increase in cash and cash equivalents	12.3	(8.2)
Cash and cash equivalents at beginning of period	8.2	27.7
Cash and cash equivalents at end of period	20.5	19.5
Eliminations
Condensed Cash Flow Statements, Captions [Line Items]
Net cash flow provided by (used for) operating activities	0	0
Capital expenditures	0	0
Acquisitions	0
Net proceeds from dispositions	0	0
Net cash flow provided by (used for) investing activities	0	0
Proceeds from long-term debt borrowings - term loan and senior notes		0
Proceeds from long-term debt borrowings - new senior notes	0
Proceeds from borrowings under revolving credit facility	0
Repayments of borrowings under revolving credit facility	0
Deferred financing costs	0	0
Proceeds from stock option exercises	0
Taxes withheld for stock-based compensation	0
Distribution of net debt proceeds to CBS		0
Net cash contribution from CBS		0
Dividends	0
Intercompany	0	0
Other	0	0
Net cash flow provided by (used for) financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

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Segment Information - Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended
	Mar. 31, 2015		Mar. 31, 2014		Dec. 31, 2014
Segment Reporting Information [Line Items]
Net income	$ 1.1		$ 8.4
(Benefit) provision for income taxes	(1.4)		5.9
Equity in earnings of investee companies, net of tax	(0.8)		(0.6)
Interest (income) expense, net	27.8		12.5
Other (income) expense, net	(0.1)		0.5
Operating income	26.6		26.7
Restructuring charges	0.6		0		9.8
Net gain on dispositions	(0.3)		(0.9)
Depreciation and amortization	56.5		48.0
Stock-based compensation	3.6	[1]	1.8	[1]
Adjusted OIBDA	87.0		75.6
Capital expenditures	13.1		15.7
U.S.
Segment Reporting Information [Line Items]
Operating income	43.9		40.0
Net gain on dispositions	0.4		(0.8)
Depreciation and amortization	50.3		41.1
Adjusted OIBDA	94.4		80.3
Capital expenditures	12.1		12.2
International
Segment Reporting Information [Line Items]
Operating income	(6.2)		(5.7)
Net gain on dispositions	0.1		(0.1)
Depreciation and amortization	6.2		6.9
Adjusted OIBDA	0.1		1.1
Capital expenditures	1.0		3.5
Corporate
Segment Reporting Information [Line Items]
Operating income	(11.1)		(7.6)
Adjusted OIBDA	$ (7.5)		$ (5.8)

[1] Stock-based compensation is classified as Corporate expenses.

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Equity - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		0 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015	Jun. 11, 2015	Apr. 30, 2015	Dec. 31, 2014
Class of Stock [Line Items]
Common Stock, Authorized	450,000,000					450,000,000
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Issued	137,150,279					136,624,157
Common Stock, Outstanding	137,150,279					136,624,157
Preferred Stock, Shares Authorized	50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Stock Issued During Period, Shares, New Issues	222,388
Distribution to investee company	$ 6.4
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.00
Subsequent Event
Class of Stock [Line Items]
Dividends Payable, Date Declared					Apr. 30, 2015
Dividends declared per common share (in dollars per share)					$ 0.34
Dividends Payable, Date to be Paid			Jun. 30, 2015
Dividends Payable, Date of Record				Jun. 11, 2015
Additional Paid-In Capital
Class of Stock [Line Items]
Distribution to investee company	$ 6.4

XML

Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) provides advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments - United States (“U.S.”) and International.

As of July 17, 2014, we began operating in a manner that will allow us to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts within Revenues have been reclassified to conform with the current presentation. The impact of the reclassification is a reduction in “Billboard” revenues of $2.6 million and a corresponding increase in “Transit and other” revenues of $2.6 million for the three months ended March 31, 2014. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015.

We have revised the previously reported Condensed Consolidated Statement of Cash Flows for three months ended March 31, 2014. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $7.5 million for the three months ended March 31, 2014. We do not believe that these misclassifications were material to the previously reported interim financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 4,057.2	$ 4,023.6
U.S.
Segment Reporting Information [Line Items]
Total assets	3,725.1	3,704.2
International
Segment Reporting Information [Line Items]
Total assets	264.3	270.4
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 67.8	$ 49.0

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Asset Retirement Obligation - Schedule of Change in Asset Retirement Obligation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
As of December 31, 2014	$ 36.6
Accretion expense	0.6
Additions	0.1
Liabilities settled	(0.3)
Foreign currency translation adjustments	(0.6)
As of March 31, 2015	$ 36.4

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Asset Retirement Obligation (Tables)

3 Months Ended

Mar. 31, 2015

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation

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

(in millions)
As of December 31, 2014	$	36.6
Accretion expense	0.6
Additions	0.1
Liabilities settled	(0.3		)
Foreign currency translation adjustments	(0.6		)
As of March 31, 2015	$	36.4

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Finite-Lived Intangible Assets

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2015:
Permits and leasehold agreements	$	1,121.8	$	(685.3	)	$	436.5
Franchise agreements	473.7		(325.7		)	148.0
Other intangible assets	39.9		(4.0		)	35.9
Total intangible assets	$	1,635.4	$	(1,015.0	)	$	620.4
As of December 31, 2014:
Permits and leasehold agreements	$	1,119.2	$	(677.2	)	$	442.0
Franchise agreements	474.7		(321.1		)	153.6
Other intangible assets	39.9		(2.3		)	37.6
Total intangible assets	$	1,633.8	$	(1,000.6	)	$	633.2

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Retirement Benefits - Schedule of Net Benefit Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 0.3		$ 0.3
Interest cost	0.4		0.6
Expected return on plan assets	(0.5)		(0.7)
Amortization of actuarial losses(a)	0.2	[1]	0.2	[1]
Net periodic pension cost	$ 0.4		$ 0.4

[1] Reflects amounts reclassified from accumulated other comprehensive income (loss) to net income.

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Related Party Transactions - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Equity method investment, ownership percentage	50.00%
Equity Method Investments	$ 24.2		$ 27.0
Management fee revenue	1.5	0.9
Revenues	343.9	287.9
CBS Corp.
Related Party Transaction [Line Items]
Selling, General and Administrative Expenses from Transactions with Related Party		6.4
Revenues		1.9
Accounts Receivable, Related Parties, Current			0
Accounts Payable, Related Parties, Current			0.2
Other Related Parties
Related Party Transaction [Line Items]
Revenues		$ 1.6
Transit shelter joint ventures
Related Party Transaction [Line Items]
Equity Method Investment, Number of Investments	2
Acquired joint ventures
Related Party Transaction [Line Items]
Equity Method Investment, Number of Investments	4

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2015			December 31, 2014
Term loan, due 2021	$	798.3		$	798.3
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	549.3			549.3
5.625% senior unsecured notes, due 2024	503.8			400.0
5.875% senior unsecured notes, due 2025	450.0			450.0
Total senior unsecured notes	1,503.1			1,399.3
Other	0.3			0.7
Total long-term debt	$	2,301.7		$	2,198.3
Weighted average cost of debt	4.7		%	4.6		%

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2015

Acquisitions [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

(in millions)	Purchase Price
Base purchase price	$	690.0
Working capital and other adjustments	24.2
Estimated transaction consideration	$	714.2
Current assets	$	44.4
Property and equipment	86.4
Goodwill	296.4
Intangible assets(a)	316.6
Other assets	10.7
Current liabilities	(34.5		)
Long-term debt(b)	(1.4		)
Other liabilities	(4.4		)
Total net assets acquired	$	714.2

(a) Intangible assets included with the preliminary purchase price allocation are as follows:

(in millions)	Estimated Useful Life	Intangible Assets Allocation
Permits and leasehold agreements	12 - 20 years	$	244.0
Franchise agreements	4 - 15 years	34.8
Advertising relationships	7 years	16.0
Other	1 - 5 years	21.8
		$	316.6

(b) In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt has varying maturities through June 1, 2021. As of March 31, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.6 million, with varying maturities through January 31, 2017.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

Intangible assets included with the preliminary purchase price allocation are as follows:

(in millions)	Estimated Useful Life	Intangible Assets Allocation
Permits and leasehold agreements	12 - 20 years	$	244.0
Franchise agreements	4 - 15 years	34.8
Advertising relationships	7 years	16.0
Other	1 - 5 years	21.8
		$	316.6

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating Activities:
Net income	$ 1.1	$ 8.4
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	56.5	48.0
Deferred tax benefit	(0.4)	(6.8)
Stock-based compensation	3.6	1.8
Provision for doubtful accounts	0.8	0.7
Accretion expense	0.6	0.5
Net gain on dispositions	(0.3)	(0.9)
Equity in earnings of investee companies, net of tax	(0.8)	(0.6)
Distributions from investee companies	0.7	3.0
Amortization of deferred financing costs and debt discount	1.5	0.7
Change in assets and liabilities, net of investing and financing activities	(57.5)	(47.0)
Net cash flow provided by (used for) operating activities	5.8	7.8
Investing Activities:
Capital expenditures	(13.1)	(15.7)
Acquisitions	(9.9)	0
Net proceeds from dispositions	0.7	0.5
Net cash flow provided by (used for) investing activities	(22.3)	(15.2)
Financing Activities:
Proceeds from long-term debt borrowings - term loan and senior notes	0	1,598.0
Proceeds from long-term debt borrowings - new senior notes	103.8	0
Proceeds from borrowings under revolving credit facility	105.0	0
Repayments of borrowings under revolving credit facility	(105.0)	0
Deferred financing costs	(2.2)	(24.3)
Distribution of net debt proceeds to CBS	0	(1,523.8)
Net cash contribution from CBS	0	42.2
Proceeds from stock option exercises	2.0	0
Taxes withheld for stock-based compensation	(3.0)	0
Dividends	(54.9)	0
Other	(0.4)	(0.1)
Net cash flow provided by (used for) financing activities	45.3	92.0
Effect of exchange rate changes on cash and cash equivalents	(1.3)	(0.5)
Net increase in cash and cash equivalents	27.5	84.1
Cash and cash equivalents at beginning of period	28.5	29.8
Cash and cash equivalents at end of period	56.0	113.9
Supplemental disclosure of cash flow Information:
Cash paid for income taxes	1.3	4.8
Cash paid for interest	19.2	0
Non-cash investing and financing activities:
Accrued purchases of property and equipment	0.5	5.3
Issuance of stock for purchase of property and equipment	$ 6.4	$ 0

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based compensation expense

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,
(in millions)	2015			2014
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)	$	3.5		$	1.6
Stock options	0.1			0.2
Stock-based compensation expense, before income taxes	3.6			1.8
Tax benefit	(0.3		)	(0.8		)
Stock-based compensation expense, net of tax	$	3.3		$	1.0

Activity of RSUs and PRSUs Issued to Our Employees

The following table summarizes activity for the three months ended March 31, 2015, of RSUs and PRSUs issued to our employees.

	Activity		Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2014	1,278,602		$	21.92
Granted:
RSUs	388,506		29.83
PRSUs	225,694		29.83
Vested:
RSUs	(352,233	)	23.22
PRSUs	(63,642	)	30.47
Forfeitures:
RSUs	(13,509	)	24.94
PRSUs	(25,751	)	30.07
Non-vested as of March 31, 2015	1,437,667		25.77

Activity of Stock Options Issued to Our Employees

The following table summarizes activity for the three months ended March 31, 2015, of stock options issued to our employees.

	Activity		Weighted Average Exercise Price
Outstanding as of December 31, 2014	450,890		$	15.29
Exercised	(141,600	)	14.67
Forfeited or expired	(14,393	)	12.73
Outstanding as of March 31, 2015	294,897		15.72
Exercisable as of March 31, 2015	182,661		10.84

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Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,635.4	$ 1,633.8
Accumulated Amortization	(1,015.0)	(1,000.6)
Net	620.4	633.2
Permits and leasehold agreements
Finite-Lived Intangible Assets [Line Items]
Gross	1,121.8	1,119.2
Accumulated Amortization	(685.3)	(677.2)
Net	436.5	442.0
Franchise agreements
Finite-Lived Intangible Assets [Line Items]
Gross	473.7	474.7
Accumulated Amortization	(325.7)	(321.1)
Net	148.0	153.6
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross	39.9	39.9
Accumulated Amortization	(4.0)	(2.3)
Net	$ 35.9	$ 37.6

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Stock-Based Compensation - Schedule of Allocation of Share-based Compensation Costs by Plan (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 3.6	$ 1.8
Tax benefit	(0.3)	(0.8)
Stock-based compensation expense, net of tax	3.3	1.0
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	3.5	1.6
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 0.1	$ 0.2

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Consolidated Statement of Financial Position (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Assets, Current [Abstract]
Cash and cash equivalents	$ 56.0	$ 28.5
Receivables, less allowance ($13.8 in 2015 and $14.2 in 2014)	201.0	217.5
Deferred income tax assets, net	1.7	2.3
Prepaid lease and transit franchise costs	121.6	68.2
Other prepaid expenses	30.7	26.1
Other current assets	14.9	12.7
Total current assets	425.9	355.3
Assets, Noncurrent [Abstract]
Property and equipment, net	770.4	782.9
Goodwill	2,146.2	2,154.2
Intangible assets	620.4	633.2
Other assets	94.3	98.0
Total assets	4,057.2	4,023.6
Liabilities, Current [Abstract]
Accounts payable	69.0	75.2
Accrued compensation	25.8	34.6
Accrued interest	27.3	18.0
Accrued lease costs	25.2	34.4
Other accrued expenses	44.4	47.4
Deferred revenues	33.2	18.6
Other current liabilities	24.4	27.0
Total current liabilities	249.3	255.2
Liabilities, Noncurrent [Abstract]
Long-term debt	2,301.7	2,198.3
Deferred income tax liabilities, net	14.6	17.2
Asset retirement obligation	36.4	36.6
Other liabilities	67.2	70.8
Total liabilities	2,669.2	2,578.1
Commitments and Contingencies
Stockholders’ equity:
Common Stock (2015 - 450.0 shares authorized, and 137.2 shares issued and outstanding; 2014 - 450.0 shares authorized, and 136.6 issued and outstanding)	1.4	1.4
Additional paid-in capital	1,920.6	1,911.2
Distribution in excess of earnings	(430.8)	(377.0)
Accumulated other comprehensive loss	(103.2)	(90.1)
Total stockholders’ equity	1,388.0	1,445.5
Total liabilities and stockholders’ equity	$ 4,057.2	$ 4,023.6

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Long-Term Debt - Schedule of Long-Term Debt Instruments (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended			3 Months Ended
	Mar. 30, 2015	Feb. 03, 2015	Jan. 31, 2014	Mar. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt				$ 2,301.7	$ 2,198.3
Other long-term debt				0.3	0.7
Weighted average cost of debt				4.70%	4.60%
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Maturity date				Jan. 31, 2021
Long-term debt				798.3	798.3
Senior Unsecured Notes
Debt Instrument [Line Items]
Long-term debt				1,503.1	1,399.3
Senior Unsecured Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Maturity date		Jan. 31, 2022		Jan. 31, 2022
Long-term debt				549.3	549.3
Senior Unsecured Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Maturity date	Feb. 15, 2024	Jan. 31, 2024	Feb. 15, 2024	Jan. 31, 2024
Long-term debt				503.8	400.0
Senior Unsecured Notes | 5.875% senior unsecured notes, due 2025
Debt Instrument [Line Items]
Maturity date		Mar. 15, 2025		Mar. 15, 2025
Long-term debt				$ 450.0	$ 450.0

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Consolidated Statements of Invested Equity/Shareholders' Equity (USD $) In Millions, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Distribution in Excess of Earnings)	Invested Capital	Accumulated Other Comprehensive Loss
Shares of Common Stock at Dec. 31, 2013		0
Invested Equity, Beginning Balance at Dec. 31, 2013	$ 2,754.4				$ 2,829.5	$ (75.1)
Net income	8.4			7.3	1.1
Other comprehensive income (loss)	2.0					2.0
Conversion to stockholders' equity (shares)		97,000,000
Conversion to stockholders' equity	0	1.0	2,829.6		(2,830.6)
Distribution of debt proceeds to CBS	(1,523.8)		(1,523.8)
Net contribution from (distribution to) CBS	44.5		44.5
Stockholders' Equity, Ending Balance at Mar. 31, 2014	1,285.5	1.0	1,350.3	7.3	0	(73.1)
Shares of Common Stock at Mar. 31, 2014		97,000,000
Stockholders' Equity, Beginning Balance at Dec. 31, 2014	1,445.5	1.4	1,911.2	(377.0)	0	(90.1)
Shares of Common Stock at Dec. 31, 2014	136,624,157	136,600,000
Net income	1.1			1.1
Other comprehensive income (loss)	(13.1)					(13.1)
Stock-based compensation: Vesting of RSUs and PRSUs (shares)		300,000
Stock-based compensation: Exercise of stock options (shares)		200,000
Stock-based compensation: Exercise of stock options	2.0		2.0
Stock-based compensation: Amortization	4.1		4.1
Shares paid for tax withholding for stock-based payments	(3.1)		(3.1)
Shares paid for tax withholding for stock-based payments (shares)		(100,000)
Distribution to investee company (shares)		200,000
Distribution to investee company	6.4		6.4
Dividends	(54.9)			(54.9)
Stockholders' Equity, Ending Balance at Mar. 31, 2015	$ 1,388.0	$ 1.4	$ 1,920.6	$ (430.8)	$ 0	$ (103.2)
Shares of Common Stock at Mar. 31, 2015	137,150,279	137,200,000

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Commitment and Contingencies - Narrative (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit and surety bonds	$ 113.2

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Three Months Ended
	March 31,
(in millions)	2015		2014
Revenues:
U.S.	$	313.9	$	255.0
International	30.0		32.9
Total revenues	$	343.9	$	287.9

Adjusted OIBDA by Segment and Reconciliation to Consolidated Net Income

	Three Months Ended
	March 31,
(in millions)	2015			2014
Net income	$	1.1		$	8.4
(Benefit) provision for income taxes	(1.4		)	5.9
Equity in earnings of investee companies, net of tax	(0.8		)	(0.6		)
Interest expense (income), net	27.8			12.5
Other (income) expense, net	(0.1		)	0.5
Operating income	26.6			26.7
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation and amortization	56.5			48.0
Stock-based compensation(a)	3.6			1.8
Total Adjusted OIBDA	$	87.0		$	75.6
Adjusted OIBDA:
U.S.	$	94.4		$	80.3
International	0.1			1.1
Corporate	(7.5		)	(5.8		)
Total Adjusted OIBDA	$	87.0		$	75.6

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

Tabular Disclosure by Reportable Segments

	Three Months Ended
	March 31,
(in millions)	2015			2014
Operating income (loss):
U.S.	$	43.9		$	40.0
International	(6.2		)	(5.7		)
Corporate	(11.1		)	(7.6		)
Total operating income	$	26.6		$	26.7
Net (gain) loss on dispositions:
U.S.	$	(0.4	)	$	(0.8	)
International	0.1			(0.1		)
Total gain on dispositions	$	(0.3	)	$	(0.9	)
Depreciation and amortization:
U.S.	$	50.3		$	41.1
International	6.2			6.9
Total depreciation and amortization	$	56.5		$	48.0
Capital expenditures:
U.S.	$	12.1		$	12.2
International	1.0			3.5
Total capital expenditures	$	13.1		$	15.7

Reconciliation of Assets from Segment to Consolidated

	As of
(in millions)	March 31, 2015		December 31, 2014
Assets:
U.S.	$	3,725.1	$	3,704.2
International	264.3		270.4
Corporate	67.8		49.0
Total assets	$	4,057.2	$	4,023.6

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Condensed Consolidating Financial Information - Condensed Consolidating Balance Sheet (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 56.0	$ 28.5	$ 113.9	$ 29.8
Receivables, less allowance	201.0	217.5
Other current assets	168.9	109.3
Total current assets	425.9	355.3
Property and equipment, net	770.4	782.9
Goodwill	2,146.2	2,154.2
Intangible assets	620.4	633.2
Investments in subsidiaries	0	0
Other assets	94.3	98.0
Intercompany	0	0
Total assets	4,057.2	4,023.6
Total current liabilities	249.3	255.2
Long-term debt	2,301.7	2,198.3
Deferred income tax liabilities, net	14.6	17.2
Asset retirement obligation	36.4	36.6
Deficit in excess of investment in subsidiaries	0	0
Other liabilities	67.2	70.8
Intercompany	0	0
Total liabilities	2,669.2	2,578.1
Total stockholder's equity	1,388.0	1,445.5	1,285.5
Total liabilities and stockholders’ equity	4,057.2	4,023.6
Parent Company
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Receivables, less allowance	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Intangible assets	0	0
Investments in subsidiaries	1,388.0	1,445.5
Other assets	0	0
Intercompany	0	0
Total assets	1,388.0	1,445.5
Total current liabilities	0	0
Long-term debt	0	0
Deferred income tax liabilities, net	0	0
Asset retirement obligation	0	0
Deficit in excess of investment in subsidiaries	0	0
Other liabilities	0	0
Intercompany	0	0
Total liabilities	0	0
Total stockholder's equity	1,388.0	1,445.5
Total liabilities and stockholders’ equity	1,388.0	1,445.5
Subsidiary Issuer
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	20.4	11.5	70.4	0
Receivables, less allowance	0	0
Other current assets	5.7	5.3
Total current assets	26.1	16.8
Property and equipment, net	0	0
Goodwill	0	0
Intangible assets	0	0
Investments in subsidiaries	3,659.2	3,613.0
Other assets	31.7	31.2
Intercompany	0	0
Total assets	3,717.0	3,661.0
Total current liabilities	27.6	17.9
Long-term debt	2,301.4	2,197.6
Deferred income tax liabilities, net	0	0
Asset retirement obligation	0	0
Deficit in excess of investment in subsidiaries	0	0
Other liabilities	0	0
Intercompany	0	0
Total liabilities	2,329.0	2,215.5
Total stockholder's equity	1,388.0	1,445.5
Total liabilities and stockholders’ equity	3,717.0	3,661.0
Guarantor Subsidiaries
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	15.1	8.8	24.0	2.1
Receivables, less allowance	174.6	186.5
Other current assets	138.5	83.5
Total current assets	328.2	278.8
Property and equipment, net	683.1	683.3
Goodwill	2,047.8	2,050.6
Intangible assets	620.3	633.0
Investments in subsidiaries	190.8	208.1
Other assets	55.7	59.5
Intercompany	70.5	75.1
Total assets	3,996.4	3,988.4
Total current liabilities	188.2	219.1
Long-term debt	0.3	0.7
Deferred income tax liabilities, net	0	0
Asset retirement obligation	28.6	28.3
Deficit in excess of investment in subsidiaries	2,271.2	2,167.5
Other liabilities	61.5	64.4
Intercompany	58.6	62.9
Total liabilities	2,608.4	2,542.9
Total stockholder's equity	1,388.0	1,445.5
Total liabilities and stockholders’ equity	3,996.4	3,988.4
Non-Guarantor Subsidiaries
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	20.5	8.2	19.5	27.7
Receivables, less allowance	26.4	31.0
Other current assets	24.7	20.5
Total current assets	71.6	59.7
Property and equipment, net	87.3	99.6
Goodwill	98.4	103.6
Intangible assets	0.1	0.2
Investments in subsidiaries	0	0
Other assets	6.9	7.3
Intercompany	58.6	62.9
Total assets	322.9	333.3
Total current liabilities	33.5	18.2
Long-term debt	0	0
Deferred income tax liabilities, net	14.6	17.2
Asset retirement obligation	7.8	8.3
Deficit in excess of investment in subsidiaries	0	0
Other liabilities	5.7	6.4
Intercompany	70.5	75.1
Total liabilities	132.1	125.2
Total stockholder's equity	190.8	208.1
Total liabilities and stockholders’ equity	322.9	333.3
Eliminations
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Receivables, less allowance	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Intangible assets	0	0
Investments in subsidiaries	(5,238.0)	(5,266.6)
Other assets	0	0
Intercompany	(129.1)	(138.0)
Total assets	(5,367.1)	(5,404.6)
Total current liabilities	0	0
Long-term debt	0	0
Deferred income tax liabilities, net	0	0
Asset retirement obligation	0	0
Deficit in excess of investment in subsidiaries	(2,271.2)	(2,167.5)
Other liabilities	0	0
Intercompany	(129.1)	(138.0)
Total liabilities	(2,400.3)	(2,305.5)
Total stockholder's equity	(2,966.8)	(3,099.1)
Total liabilities and stockholders’ equity	$ (5,367.1)	$ (5,404.6)

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Earnings Per Share ("EPS")

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Share (EPS)

Earnings Per Share (“EPS”)

	Three Months Ended
	March 31,
(in millions)	2015		2014
Net income	$	1.1	$	8.4
Weighted average shares for basic EPS	136.9		97.0
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.7		—
Weighted average shares for diluted EPS	137.6		97.0

(a) The potential impact of an aggregate 0.4 million granted RSUs, PRSUs and stock options for the three months ended March 31, 2015, was antidilutive.

XML

Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2015

Condensed Consolidating Financial Information [Abstract]

Condensed Balance Sheet

	As of March 31, 2015
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	20.4	$	15.1	$	20.5	$	—		$	56.0
Receivables, less allowance	—		—		174.6		26.4		—			201.0
Other current assets	—		5.7		138.5		24.7		—			168.9
Total current assets	—		26.1		328.2		71.6		—			425.9
Property and equipment, net	—		—		683.1		87.3		—			770.4
Goodwill	—		—		2,047.8		98.4		—			2,146.2
Intangible assets	—		—		620.3		0.1		—			620.4
Investment in subsidiaries	1,388.0		3,659.2		190.8		—		(5,238.0		)	—
Other assets	—		31.7		55.7		6.9		—			94.3
Intercompany	—		—		70.5		58.6		(129.1		)	—
Total assets	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2
Total current liabilities	$	—	$	27.6	$	188.2	$	33.5	$	—		$	249.3
Long-term debt	—		2,301.4		0.3		—		—			2,301.7
Deferred income tax liabilities, net	—		—		—		14.6		—			14.6
Asset retirement obligation	—		—		28.6		7.8		—			36.4
Deficit in excess of investment of subsidiaries	—		—		2,271.2		—		(2,271.2		)	—
Other liabilities	—		—		61.5		5.7		—			67.2
Intercompany	—		—		58.6		70.5		(129.1		)	—
Total liabilities	—		2,329.0		2,608.4		132.1		(2,400.3		)	2,669.2
Total stockholders’ equity	1,388.0		1,388.0		1,388.0		190.8		(2,966.8		)	1,388.0
Total liabilities and stockholders’ equity	$	1,388.0	$	3,717.0	$	3,996.4	$	322.9	$	(5,367.1	)	$	4,057.2

	As of December 31, 2014
(in millions)	Parent Company		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	11.5	$	8.8	$	8.2	$	—		$	28.5
Receivables, less allowances	—		—		186.5		31.0		—			217.5
Other current assets	—		5.3		83.5		20.5		—			109.3
Total current assets	—		16.8		278.8		59.7		—			355.3
Property and equipment, net	—		—		683.3		99.6		—			782.9
Goodwill	—		—		2,050.6		103.6		—			2,154.2
Intangible assets	—		—		633.0		0.2		—			633.2
Investment in subsidiaries	1,445.5		3,613.0		208.1		—		(5,266.6		)	—
Other assets	—		31.2		59.5		7.3		—			98.0
Intercompany	—		—		75.1		62.9		(138.0		)	—
Total assets	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6
Total current liabilities	$	—	$	17.9	$	219.1	$	18.2	$	—		$	255.2
Long-term debt	—		2,197.6		0.7		—		—			2,198.3
Deferred income tax liabilities, net	—		—		—		17.2		—			17.2
Asset retirement obligation	—		—		28.3		8.3		—			36.6
Deficit in excess of investment of subsidiaries	—		—		2,167.5		—		(2,167.5		)	—
Other liabilities	—		—		64.4		6.4		—			70.8
Intercompany	—		—		62.9		75.1		(138.0		)	—
Total liabilities	—		2,215.5		2,542.9		125.2		(2,305.5		)	2,578.1
Total stockholders’ equity	1,445.5		1,445.5		1,445.5		208.1		(3,099.1		)	1,445.5
Total liabilities and stockholders’ equity	$	1,445.5	$	3,661.0	$	3,988.4	$	333.3	$	(5,404.6	)	$	4,023.6

Condensed Income Statement

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Billboard	$	—		$	—		$	221.1		$	25.8		$	—	$	246.9
Transit and other	—			—			92.8			4.2			—		97.0
Total revenues	—			—			313.9			30.0			—		343.9
Expenses:
Operating	—			—			176.3			22.5			—		198.8
Selling, general and administrative	0.5			—			53.8			7.4			—		61.7
Restructuring charges	—			—			0.6			—			—		0.6
Net (gain) loss on dispositions	—			—			(0.4		)	0.1			—		(0.3		)
Depreciation	—			—			23.5			5.2			—		28.7
Amortization	—			—			26.8			1.0			—		27.8
Total expenses	0.5			—			280.6			36.2			—		317.3
Operating income (loss)	(0.5		)	—			33.3			(6.2		)	—		26.6
Interest income (expense), net	—			(27.8		)	—			—			—		(27.8		)
Other income (expense), net	—			—			—			0.1			—		0.1
Income (loss) before income tax benefit and equity in earnings of investee companies	(0.5		)	(27.8		)	33.3			(6.1		)	—		(1.1		)
Income tax benefit	—			—			0.3			1.1			—		1.4
Equity in earnings of investee companies, net of tax	1.6			29.4			(32.0		)	0.3			1.5		0.8
Net income (loss)	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Net income	$	1.1		$	1.6		$	1.6		$	(4.7	)	$	1.5	$	1.1
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—			—			—			(13.3		)	—		(13.3		)
Amortization of net actuarial loss	—			—			—			0.2			—		0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1		)	(13.1		)	(13.1		)	—			39.3		—
Total other comprehensive income (loss), net of tax	(13.1		)	(13.1		)	(13.1		)	(13.1		)	39.3		(13.1		)
Total comprehensive income (loss)	$	(12.0	)	$	(11.5	)	$	(11.5	)	$	(17.8	)	$	40.8	$	(12.0	)

	Three Months Ended March 31, 2014
(in millions)	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Billboard	$	—	$	—		$	176.9		$	28.2		$	—		$	205.1
Transit and other	—		—			78.1			4.7			—			82.8
Total revenues	—		—			255.0			32.9			—			287.9
Expenses:
Operating	—		—			139.0			24.5			—			163.5
Selling, general and administrative	—		—			43.3			7.3			—			50.6
Net gain on dispositions	—		—			(0.8		)	(0.1		)	—			(0.9		)
Depreciation	—		—			20.4			5.7			—			26.1
Amortization	—		—			20.7			1.2			—			21.9
Total expenses	—		—			222.6			38.6			—			261.2
Operating income	—		—			32.4			(5.7		)	—			26.7
Interest income (expense), net	—		(12.4		)	—			(0.1		)	—			(12.5		)
Other income (expense), net	—		—			—			(0.5		)	—			(0.5		)
Income (loss) before provision for income taxes and equity in earnings of investee companies	—		(12.4		)	32.4			(6.3		)	—			13.7
Provision for income taxes	—		—			(5.3		)	(0.6		)	—			(5.9		)
Equity in earnings of investee companies, net of tax	8.4		20.8			(18.7		)	0.1			(10.0		)	0.6
Net income (loss)	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Net income	$	8.4	$	8.4		$	8.4		$	(6.8	)	$	(10.0	)	$	8.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	—		—			—			1.8			—			1.8
Amortization of net actuarial loss	—		—			—			0.2			—			0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	2.0		2.0			2.0			—			(6.0		)	—
Total other comprehensive income (loss), net of tax	2.0		2.0			2.0			2.0			(6.0		)	2.0
Total comprehensive income (loss)	$	10.4	$	10.4		$	10.4		$	(4.8	)	$	(16.0	)	$	10.4

Condensed Cash Flow Statement

	Three Months Ended March 31, 2015
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by (used for) operating activities	$	(0.5	)	$	(17.1	)	$	9.1		$	14.3		$	—	$	5.8
Investing activities:
Capital expenditures	—			—			(12.1		)	(1.0		)	—		(13.1		)
Acquisitions	—			—			(9.9		)	—			—		(9.9		)
Net proceeds from dispositions	—			—			0.7			—			—		0.7
Net cash flow used for investing activities	—			—			(21.3		)	(1.0		)	—		(22.3		)
Financing activities:
Proceeds from long-term debt borrowings - new senior notes	—			103.8			—			—			—		103.8
Proceeds from borrowings under revolving credit facility	—			105.0			—			—			—		105.0
Repayments of borrowings under revolving credit facility	—			(105.0		)	—			—			—		(105.0		)
Deferred financing costs	—			(2.2		)	—			—			—		(2.2		)
Proceeds from stock option exercises	2.0			—			—			—			—		2.0
Taxes withheld for stock-based compensation	—			—			(3.0		)	—			—		(3.0		)
Dividends	(54.9		)	—			—			—			—		(54.9		)
Intercompany	53.4			(75.6		)	21.9			0.3			—		—
Other	—			—			(0.4		)	—			—		(0.4		)
Net cash flow provided by financing activities	0.5			26.0			18.5			0.3			—		45.3
Effect of exchange rate on cash and cash equivalents	—			—			—			(1.3		)	—		(1.3		)
Net increase (decrease) in cash and cash equivalents	—			8.9			6.3			12.3			—		27.5
Cash and cash equivalents at beginning of period	—			11.5			8.8			8.2			—		28.5
Cash and cash equivalents at end of period	$	—		$	20.4		$	15.1		$	20.5		$	—	$	56.0

	Three Months Ended March 31, 2014
(in millions)	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash flow provided by operating activities	$	—		$	—		$	5.8		$	2.0		$	—	$	7.8
Investing activities:
Capital expenditures	—			—			(12.2		)	(3.5		)	—		(15.7		)
Net proceeds from dispositions	—			—			0.3			0.2			—		0.5
Net cash flow used for investing activities	—			—			(11.9		)	(3.3		)	—		(15.2		)
Financing activities:
Proceeds from long-term debt borrowings - term loan and senior notes	—			1,598.0			—			—			—		1,598.0
Deferred financing costs	—			(24.3		)	—			—			—		(24.3		)
Distribution of net debt proceeds to CBS	—			(1,523.8		)	—			—			—		(1,523.8		)
Net cash (distribution to)/contribution from CBS	2.4			—			39.8			—			—		42.2
Intercompany	(2.4		)	20.5			(11.7		)	(6.4		)	—		—
Other	—			—			(0.1		)	—			—		(0.1		)
Net cash flow provided by (used for) financing activities	—			70.4			28.0			(6.4		)	—		92.0
Effect of exchange rate on cash and cash equivalents	—			—			—			(0.5		)	—		(0.5		)
Net increase (decrease) in cash and cash equivalents	—			70.4			21.9			(8.2		)	—		84.1
Cash and cash equivalents at beginning of period	—			—			2.1			27.7			—		29.8
Cash and cash equivalents at end of period	$	—		$	70.4		$	24.0		$	19.5		$	—	$	113.9

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment Information

Segment Information

The following tables set forth our financial performance by segment. We manage our operations through two segments—U.S. and International.

	Three Months Ended
	March 31,
(in millions)	2015		2014
Revenues:
U.S.	$	313.9	$	255.0
International	30.0		32.9
Total revenues	$	343.9	$	287.9

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Net income	$	1.1		$	8.4
(Benefit) provision for income taxes	(1.4		)	5.9
Equity in earnings of investee companies, net of tax	(0.8		)	(0.6		)
Interest expense (income), net	27.8			12.5
Other (income) expense, net	(0.1		)	0.5
Operating income	26.6			26.7
Restructuring charges	0.6			—
Net gain on dispositions	(0.3		)	(0.9		)
Depreciation and amortization	56.5			48.0
Stock-based compensation(a)	3.6			1.8
Total Adjusted OIBDA	$	87.0		$	75.6
Adjusted OIBDA:
U.S.	$	94.4		$	80.3
International	0.1			1.1
Corporate	(7.5		)	(5.8		)
Total Adjusted OIBDA	$	87.0		$	75.6

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Operating income (loss):
U.S.	$	43.9		$	40.0
International	(6.2		)	(5.7		)
Corporate	(11.1		)	(7.6		)
Total operating income	$	26.6		$	26.7
Net (gain) loss on dispositions:
U.S.	$	(0.4	)	$	(0.8	)
International	0.1			(0.1		)
Total gain on dispositions	$	(0.3	)	$	(0.9	)
Depreciation and amortization:
U.S.	$	50.3		$	41.1
International	6.2			6.9
Total depreciation and amortization	$	56.5		$	48.0
Capital expenditures:
U.S.	$	12.1		$	12.2
International	1.0			3.5
Total capital expenditures	$	13.1		$	15.7

	As of
(in millions)	March 31, 2015		December 31, 2014
Assets:
U.S.	$	3,725.1	$	3,704.2
International	264.3		270.4
Corporate	67.8		49.0
Total assets	$	4,057.2	$	4,023.6

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Consolidated Statements of Invested Equity/Shareholders' Equity (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Stockholders' Equity [Abstract]
Common Stock, Par Value	$ 0.01	$ 0.01
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.00

XML

Consolidated Statement of Financial Position (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Allowance for receivables	$ 13.8	$ 14.2
Common Stock, Authorized	450,000,000	450,000,000
Common Stock, Issued	137,150,279	136,624,157
Common Stock, Outstanding	137,150,279	136,624,157

XML

Restructuring Charges

3 Months Ended

Mar. 31, 2015

Restructuring Charges [Abstract]

Restructuring Charges

Restructuring Charges

In third and fourth quarters of 2014, we recorded an aggregate restructuring charge of $9.8 million associated with the reorganization of management and in the first quarter of 2015, we recorded a restructuring charge of $0.6 million associated with the elimination of a management position. The aggregate restructuring charge is comprised of severance charges, including stock-based compensation of $5.6 million. As of March 31, 2015, $2.7 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

XML

Document and Entity Information Document	3 Months Ended
	Mar. 31, 2015	May 05, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Outfront Media Inc.
Entity Central Index Key	0001579877
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		137,402,053

XML

Acquisitions

3 Months Ended

Mar. 31, 2015

Acquisitions [Abstract]

Acquisitions

Acquisitions

In the three months endedMarch 31, 2015, we completed several small tuck-in acquisitions for $9.9 million.

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments.

Our Consolidated Statement of Operations for the three months ended March 31, 2015, includes $46.6 million of revenue from the Acquired Business.

The allocation of the purchase price of the Acquired Business is based on the fair value of assets acquired and liabilities assumed as of October 1, 2014, the effective date of the Acquisition. The preliminary purchase price allocation related to the Acquisition was not final as of December 31, 2014, and was based upon a preliminary valuation, which is subject to change as we obtain additional information, including information regarding fixed assets, intangible assets and certain liabilities.

The preliminary allocation of the purchase price presented below represents the effect of recording the preliminary estimates of the fair value of assets acquired and liabilities assumed as of the date of the Acquisition, based on the total transaction consideration of $690.0 million in cash, plus working capital adjustments. The following allocation of purchase price includes minor revisions to the preliminary allocation that was reported as of December 31, 2014 for property and equipment, goodwill and other assets, primarily due to adjustments for the valuation of property and equipment based upon additional information. These preliminary estimates will be revised in future periods. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

(in millions)	Purchase Price
Base purchase price	$	690.0
Working capital and other adjustments	24.2
Estimated transaction consideration	$	714.2
Current assets	$	44.4
Property and equipment	86.4
Goodwill	296.4
Intangible assets(a)	316.6
Other assets	10.7
Current liabilities	(34.5		)
Long-term debt(b)	(1.4		)
Other liabilities	(4.4		)
Total net assets acquired	$	714.2

(a) Intangible assets included with the preliminary purchase price allocation are as follows:

(in millions)	Estimated Useful Life	Intangible Assets Allocation
Permits and leasehold agreements	12 - 20 years	$	244.0
Franchise agreements	4 - 15 years	34.8
Advertising relationships	7 years	16.0
Other	1 - 5 years	21.8
		$	316.6

(b) In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt has varying maturities through June 1, 2021. As of March 31, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.6 million, with varying maturities through January 31, 2017.

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues [Abstract]
Billboard	$ 246.9	$ 205.1
Transit and other	97.0	82.8
Total revenues	343.9	287.9
Expenses:
Operating	198.8	163.5
Selling, general and administrative	61.7	50.6
Restructuring charges	0.6	0
Net gain on dispositions	(0.3)	(0.9)
Depreciation	28.7	26.1
Amortization	27.8	21.9
Total expenses	317.3	261.2
Operating income	26.6	26.7
Interest income (expense), net	(27.8)	(12.5)
Other income (expense), net	0.1	(0.5)
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(1.1)	13.7
Benefit (provision) for income taxes	1.4	(5.9)
Equity in earnings of investee companies, net of tax	0.8	0.6
Net income	$ 1.1	$ 8.4
Net income per common share:
Basic (in dollars per share)	$ 0.01	$ 0.09
Diluted (in dollars per share)	$ 0.01	$ 0.09
Weighted average shares outstanding:
Basic (in shares)	136.9	97.0
Diluted (in shares)	137.6	97.0
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.00

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Intangible Assets

3 Months Ended

Mar. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible Assets

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

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2015:
Permits and leasehold agreements	$	1,121.8	$	(685.3	)	$	436.5
Franchise agreements	473.7		(325.7		)	148.0
Other intangible assets	39.9		(4.0		)	35.9
Total intangible assets	$	1,635.4	$	(1,015.0	)	$	620.4
As of December 31, 2014:
Permits and leasehold agreements	$	1,119.2	$	(677.2	)	$	442.0
Franchise agreements	474.7		(321.1		)	153.6
Other intangible assets	39.9		(2.3		)	37.6
Total intangible assets	$	1,633.8	$	(1,000.6	)	$	633.2

All of our identifiable intangible assets, except goodwill, are subject to amortization. Amortization expense was $27.8 million for the three months ended March 31, 2015, and $21.9 million for the three months ended March 31, 2014, which includes the amortization of direct lease acquisition costs of $7.5 million for the three months ended March 31, 2015, and $7.0 million for the three months ended March 31, 2014. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

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Property and Equipment

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2015		December 31, 2014
Land		$	92.0	$	88.1
Building and improvements	20 to 40 years	46.0		47.0
Advertising structures	5 to 20 years	1,724.0		1,745.6
Furniture, equipment and other	3 to 10 years	78.8		78.1
Construction in progress		21.6		17.1
		1,962.4		1,975.9
Less: accumulated depreciation		1,192.0		1,193.0
Property and equipment, net		$	770.4	$	782.9

Depreciation expense was $28.7 million for the three months ended March 31, 2015, and $26.1 million for the three months ended March 31, 2014.

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Commitment and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Off-Balance Sheet Commitments

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

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

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

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $113.2 million as of March 31, 2015, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2015 and 2014.

	Three Months Ended
	March 31,
(in millions)	2015			2014
Restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”)	$	3.5		$	1.6
Stock options	0.1			0.2
Stock-based compensation expense, before income taxes	3.6			1.8
Tax benefit	(0.3		)	(0.8		)
Stock-based compensation expense, net of tax	$	3.3		$	1.0

As of March 31, 2015, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $31.9 million, which is expected to be recognized over a weighted average period of 2.7 years, and total unrecognized compensation cost related to non-vested stock options was $0.5 million, which is expected to be recognized over a weighted average period of 2.4 years.

RSUs and PRSUs

The following table summarizes activity for the three months ended March 31, 2015, of RSUs and PRSUs issued to our employees.

	Activity		Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2014	1,278,602		$	21.92
Granted:
RSUs	388,506		29.83
PRSUs	225,694		29.83
Vested:
RSUs	(352,233	)	23.22
PRSUs	(63,642	)	30.47
Forfeitures:
RSUs	(13,509	)	24.94
PRSUs	(25,751	)	30.07
Non-vested as of March 31, 2015	1,437,667		25.77

Stock Options

The following table summarizes activity for the three months ended March 31, 2015, of stock options issued to our employees.

	Activity		Weighted Average Exercise Price
Outstanding as of December 31, 2014	450,890		$	15.29
Exercised	(141,600	)	14.67
Forfeited or expired	(14,393	)	12.73
Outstanding as of March 31, 2015	294,897		15.72
Exercisable as of March 31, 2015	182,661		10.84

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Long-Term Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2015			December 31, 2014
Term loan, due 2021	$	798.3		$	798.3
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	549.3			549.3
5.625% senior unsecured notes, due 2024	503.8			400.0
5.875% senior unsecured notes, due 2025	450.0			450.0
Total senior unsecured notes	1,503.1			1,399.3
Other	0.3			0.7
Total long-term debt	$	2,301.7		$	2,198.3
Weighted average cost of debt	4.7		%	4.6		%

Term Loan

The interest rate on the term loan due in 2021 (the “Term Loan”) was 3.00% per annum as of March 31, 2015. As of March 31, 2015, a discount of $1.7 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

Senior Unsecured Notes

On February 3, 2015, we completed an exchange offer pursuant to which $550.0 million of the privately issued 5.250% Senior Unsecured Notes due 2022, $400.0 million of the privately issued 5.625% Senior Unsecured Notes due 2024, and $450.0 million of the privately issued 5.875% Senior Unsecured Notes due 2025, were exchanged for publicly registered senior unsecured notes having substantially identical terms.

As of March 31, 2015, a discount of $0.7 million on $150.0 million of the 5.250% Senior Unsecured Notes due 2022, remains unamortized. The discount is being amortized through Interest expense on the Consolidated Statement of Operations.

On March 30, 2015, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Capital LLC”) and Outfront Media Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), issued an additional $100.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (the “New 2024 Senior Notes”) in a private placement. The New 2024 Senior Notes are of the same class and series as, and otherwise identical to, the 5.625% Senior Unsecured Notes due 2024 that were previously issued by the Borrowers on January 31, 2014. Interest on the New 2024 Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2015 and deemed to have accrued from November 15, 2014. The New 2024 Senior Notes were issued at a premium of $3.8 million, which we will amortize through Interest expense on the Consolidated Statement of Operations over the life of the New 2024 Senior Notes.

Pursuant to a registration rights agreement dated March 30, 2015, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC by March 30, 2016, related to an offer to exchange the New 2024 Senior Notes for registered New 2024 Senior Notes having substantially identical terms, or, in certain cases, to register the New 2024 Senior Notes for resale. If we and the Borrowers do not register or exchange the New 2024 Senior Notes pursuant to the terms of the registration right agreement, the Borrowers will be required to pay additional interest to the holders of the New 2024 Senior Notes under certain circumstances.

Revolving Credit Facility

We also have a $425.0 million revolving credit facility, which matures in 2019 (the “Revolving Credit Facility”).

As of March 31, 2015, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in each of the three months ended March 31, 2015 and 2014. As of March 31, 2015, we had issued letters of credit totaling approximately $30.5 million against the Revolving Credit Facility.

Debt Covenants

The credit agreement dated January 31, 2014, (the “Credit Agreement”), governing the Term Loan and the Revolving Credit Facility, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or Capital LLC’s capital stock or make other restricted payments, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers.

The terms of the Credit Agreement require that, as long as any commitments remain outstanding under the Revolving Credit Facility, we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.0 to 1.0. As of March 31, 2015, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2015, our Consolidated Total Leverage Ratio was 5.0 to 1.0, as adjusted to give pro forma effect to the Acquisition in accordance with the Credit Agreement. 

Letter of Credit Facility

As of March 31, 2015, we issued letters of credit totaling approximately $69.6 million under our $80.0 million letter of credit facility. The fee under the letter of credit facility was immaterial in each of the three months ended March 31, 2015 and 2014.

Deferred Financing Costs

As of March 31, 2015, we had deferred $37.4 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, letter of credit facility and our senior unsecured notes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.4 billion as of March 31, 2015. The fair value of our debt is classified as Level 2.

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Segment Information - Reconciliation of Revenue from Segments to Consolidated (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 343.9	$ 287.9
U.S.
Segment Reporting Information [Line Items]
Revenues	313.9	255.0
International
Segment Reporting Information [Line Items]
Revenues	$ 30.0	$ 32.9

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Asset Retirement Obligation

3 Months Ended

Mar. 31, 2015

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligation

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

(in millions)
As of December 31, 2014	$	36.6
Accretion expense	0.6
Additions	0.1
Liabilities settled	(0.3		)
Foreign currency translation adjustments	(0.6		)
As of March 31, 2015	$	36.4

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Related Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

We have a 50% ownership interest in two joint ventures that operate transit shelters in the greater Los Angeles area and Vancouver, and four joint ventures acquired in connection with the acquisition of certain outdoor advertising businesses (the “Acquired Business”) of Van Wagner Communications, LLC (the “Acquisition”), which operate billboards in New York and Boston. All of these ventures are accounted for as equity investments. These investments totaled $24.2 million as of March 31, 2015, and $27.0 million as of December 31, 2014, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $1.5 million in the three months ended March 31, 2015, and $0.9 million in the three months ended March 31, 2014.

CBS Corporation (“CBS”)

On July 16, 2014, CBS disposed of all of its shares of our common stock and as of July 16, 2014, we were separated from CBS (the “Separation”) and CBS and their affiliates ceased to be related parties. Our Statement of Operations for the three months ended March 31, 2014, include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $6.4 million for the three months ended March 31, 2014. Also included in these 2014 charges are professional fees associated with our planned election to be taxed as a REIT. During 2014, all services previously provided by CBS have been transitioned to us.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $1.9 million for the three months ended March 31, 2014.

As of December 31, 2014, there were no receivables from CBS and payables to CBS were $0.2 million, which were included in Other current liabilities on our Consolidated Statement of Financial Position.

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. On July 16, 2014, as a result of the Separation, Viacom Inc. ceased to be a related party. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $1.6 million in the three months ended March 31, 2014.

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Equity

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Equity

Equity

As of March 31, 2015, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 137,150,279 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

In the three months ended March 31, 2015, we issued 222,388 shares, valued at $6.4 million, of our common stock to J&M Holding Enterprises, Inc. (“J&M”), an affiliate of Videri Inc. (“Videri”), or Videri, as applicable, in connection with licenses and services to be received under a development and license agreement (the “Videri Agreement”) with J&M and Videri. We have capitalized the payments as construction in progress within Property and equipment, net, on the Consolidated Statement of Financial Position.

On April 30, 2015, we announced that our board of directors approved a quarterly cash dividend of $0.34 per share on our common stock, payable on June 30, 2015, to stockholders of record at the close of business on June 11, 2015.

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Condensed Consolidating Financial Information - Narrative (Details)	Mar. 31, 2015
Condensed Financial Statements, Captions [Line Items]
Equity method investment, ownership percentage	50.00%
Parent Company
Condensed Financial Statements, Captions [Line Items]
Equity method investment, ownership percentage	100.00%

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Condensed Consolidating Financial Information - Condensed Consolidating Income Statement (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Condensed Income Statements, Captions [Line Items]
Billboard	$ 246.9	$ 205.1
Transit and other	97.0	82.8
Total revenues	343.9	287.9
Operating	198.8	163.5
Selling, general and administrative	61.7	50.6
Restructuring charges	0.6	0	9.8
Net (gain) loss on dispositions	(0.3)	(0.9)
Depreciation	28.7	26.1
Amortization	27.8	21.9
Total expenses	317.3	261.2
Operating income (loss)	26.6	26.7
Interest income (expense), net	(27.8)	(12.5)
Other income (expense), net	0.1	(0.5)
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(1.1)	13.7
Benefit (provision) for income taxes	1.4	(5.9)
Equity in earnings of investee companies, net of tax	0.8	0.6
Net income	1.1	8.4
Cumulative translation adjustments	(13.3)	1.8
Amortization of net actuarial loss	0.2	0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	0	0
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	(12.0)	10.4
Parent Company
Condensed Income Statements, Captions [Line Items]
Billboard	0	0
Transit and other	0	0
Total revenues	0	0
Operating	0	0
Selling, general and administrative	0.5	0
Restructuring charges	0
Net (gain) loss on dispositions	0	0
Depreciation	0	0
Amortization	0	0
Total expenses	0.5	0
Operating income (loss)	(0.5)	0
Interest income (expense), net	0	0
Other income (expense), net	0	0
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(0.5)	0
Benefit (provision) for income taxes	0	0
Equity in earnings of investee companies, net of tax	1.6	8.4
Net income	1.1	8.4
Cumulative translation adjustments	0	0
Amortization of net actuarial loss	0	0
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1)	2.0
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	(12.0)	10.4
Subsidiary Issuer
Condensed Income Statements, Captions [Line Items]
Billboard	0	0
Transit and other	0	0
Total revenues	0	0
Operating	0	0
Selling, general and administrative	0	0
Restructuring charges	0
Net (gain) loss on dispositions	0	0
Depreciation	0	0
Amortization	0	0
Total expenses	0	0
Operating income (loss)	0	0
Interest income (expense), net	(27.8)	(12.4)
Other income (expense), net	0	0
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(27.8)	(12.4)
Benefit (provision) for income taxes	0	0
Equity in earnings of investee companies, net of tax	29.4	20.8
Net income	1.6	8.4
Cumulative translation adjustments	0	0
Amortization of net actuarial loss	0	0
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1)	2.0
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	(11.5)	10.4
Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Billboard	221.1	176.9
Transit and other	92.8	78.1
Total revenues	313.9	255.0
Operating	176.3	139.0
Selling, general and administrative	53.8	43.3
Restructuring charges	0.6
Net (gain) loss on dispositions	(0.4)	(0.8)
Depreciation	23.5	20.4
Amortization	26.8	20.7
Total expenses	280.6	222.6
Operating income (loss)	33.3	32.4
Interest income (expense), net	0	0
Other income (expense), net	0	0
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	33.3	32.4
Benefit (provision) for income taxes	0.3	(5.3)
Equity in earnings of investee companies, net of tax	(32.0)	(18.7)
Net income	1.6	8.4
Cumulative translation adjustments	0	0
Amortization of net actuarial loss	0	0
Other comprehensive income (loss), net of tax, recognized from investee companies	(13.1)	2.0
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	(11.5)	10.4
Non-Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Billboard	25.8	28.2
Transit and other	4.2	4.7
Total revenues	30.0	32.9
Operating	22.5	24.5
Selling, general and administrative	7.4	7.3
Restructuring charges	0
Net (gain) loss on dispositions	0.1	(0.1)
Depreciation	5.2	5.7
Amortization	1.0	1.2
Total expenses	36.2	38.6
Operating income (loss)	(6.2)	(5.7)
Interest income (expense), net	0	(0.1)
Other income (expense), net	0.1	(0.5)
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(6.1)	(6.3)
Benefit (provision) for income taxes	1.1	(0.6)
Equity in earnings of investee companies, net of tax	0.3	0.1
Net income	(4.7)	(6.8)
Cumulative translation adjustments	(13.3)	1.8
Amortization of net actuarial loss	0.2	0.2
Other comprehensive income (loss), net of tax, recognized from investee companies	0	0
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	(17.8)	(4.8)
Eliminations
Condensed Income Statements, Captions [Line Items]
Billboard	0	0
Transit and other	0	0
Total revenues	0	0
Operating	0	0
Selling, general and administrative	0	0
Restructuring charges	0
Net (gain) loss on dispositions	0	0
Depreciation	0	0
Amortization	0	0
Total expenses	0	0
Operating income (loss)	0	0
Interest income (expense), net	0	0
Other income (expense), net	0	0
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	0	0
Benefit (provision) for income taxes	0	0
Equity in earnings of investee companies, net of tax	1.5	(10.0)
Net income	1.5	(10.0)
Cumulative translation adjustments	0	0
Amortization of net actuarial loss	0	0
Other comprehensive income (loss), net of tax, recognized from investee companies	39.3	(6.0)
Total other comprehensive income (loss), net of tax	39.3	(6.0)
Total comprehensive income (loss)	$ 40.8	$ (16.0)

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Segment Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2015 segment
Segment Reporting [Abstract]
Number of reportable segments	2

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

	Three Months Ended
	March 31,
(in millions)	2015		2014
Net income	$	1.1	$	8.4
Weighted average shares for basic EPS	136.9		97.0
Dilutive potential shares from grants of RSUs, PRSUs and stock options(a)	0.7		—
Weighted average shares for diluted EPS	137.6		97.0

(a) The potential impact of an aggregate 0.4 million granted RSUs, PRSUs and stock options for the three months ended March 31, 2015, was antidilutive.

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Acquisitions - Allocation of intangible assets acquired (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Dec. 31, 2014
Significant Acquisitions and Disposals [Line Items]
Intangible assets	620.4		$ 633.2
Acquired business
Significant Acquisitions and Disposals [Line Items]
Intangible assets	316.6	[1]
Permits and leasehold agreements
Significant Acquisitions and Disposals [Line Items]
Intangible assets	436.5		442.0
Permits and leasehold agreements | Acquired business
Significant Acquisitions and Disposals [Line Items]
Intangible assets	244.0
Franchise agreements
Significant Acquisitions and Disposals [Line Items]
Intangible assets	148.0		153.6
Franchise agreements | Acquired business
Significant Acquisitions and Disposals [Line Items]
Intangible assets	34.8
Advertising relationships | Acquired business
Significant Acquisitions and Disposals [Line Items]
Intangible assets	16.0
Other
Significant Acquisitions and Disposals [Line Items]
Intangible assets	35.9		37.6
Other | Acquired business
Significant Acquisitions and Disposals [Line Items]
Intangible assets	21.8
Minimum
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	28 days
Minimum | Permits and leasehold agreements
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	12 years
Minimum | Franchise agreements
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Minimum | Advertising relationships
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Minimum | Other
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum | Permits and leasehold agreements
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Maximum | Franchise agreements
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years
Maximum | Advertising relationships
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Maximum | Other
Significant Acquisitions and Disposals [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years

[1] Intangible assets included with the preliminary purchase price allocation are as follows:

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

As of July 17, 2014, we believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distributed to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes.

As a result of our REIT conversion, our effective tax rate subsequent to the Separation was substantially lower than previous periods. Prior to the Separation, our income tax provisions were calculated on a separate tax return basis, with us as the taxpayer, even though our U.S. operating results were included in the consolidated federal, and certain state and local income tax returns of CBS. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, the 2014 consolidated financial statements may not necessarily reflect our income tax expense or tax payments, or what our tax amounts would have been if we had been a stand-alone company operating as a REIT during the period prior to the Separation.

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

In the three months ended March 31, 2015, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, and the effect of foreign operations. The income tax benefit in the three months ended March 31, 2015, was primarily related to a net loss from certain of our TRSs. Our effective income tax rate in the three months ended March 31, 2014, differed from the U.S. federal statutory income tax rate primarily due to the impact of state and local taxes, and the effect of foreign operations.

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Description of Business and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Misclassification Correction

We have revised the previously reported Condensed Consolidated Statement of Cash Flows for three months ended March 31, 2014. Historically, non-cash purchases of property and equipment were previously included within capital expenditures. The revision increased Net cash used in investing activities and increased Net cash provided by operating activities by $7.5 million for the three months ended March 31, 2014. We do not believe that these misclassifications were material to the previously reported interim financial statements. The above adjustments had no effect on previously reported Statements of Operations, Statements of Financial Position or Statements of Invested Equity/Stockholders' Equity.

Use of Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

New Accounting Pronouncements

Adoption of New Accounting Standards

Service Concession Arrangements

During the first quarter of 2015, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. This guidance did not have a material effect on our financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

During the first quarter of 2015, we adopted the FASB guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued principles-based guidance addressing the recognition of debt issuance costs related to a recognized debt liability. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We do not expect this guidance to have a material effect on our financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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Acquisitions - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014	Oct. 01, 2014
Significant Acquisitions and Disposals [Line Items]
Acquisitions	$ 9.9		$ 0
Revenues	343.9		287.9
Long-term debt	0.6
Acquired business
Significant Acquisitions and Disposals [Line Items]
Significant acquisitions	714.2			690.0
Revenues	46.6
Long-term debt	$ 1.4	[1]		$ 1.4

[1] In conjunction with the Acquisition, we assumed a total of $1.4 million of long term debt, due to three unrelated third parties. The debt has varying maturities through June 1, 2021. As of March 31, 2015, we have prepaid several of the debt obligations, leaving a remaining balance of $0.6 million, with varying maturities through January 31, 2017.

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Intangible Assets - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 27.8	$ 21.9
Amortization of direct lease acquisition costs	$ 7.5	$ 7.0
Minimum
Finite-Lived Intangible Assets [Line Items]
Direct lease acquisition costs, useful Life	28 days
Maximum
Finite-Lived Intangible Assets [Line Items]
Direct lease acquisition costs, useful Life	1 year

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 1.1	$ 8.4
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(13.3)	1.8
Amortization of net actuarial loss	0.2	0.2
Total other comprehensive income (loss), net of tax	(13.1)	2.0
Total comprehensive income (loss)	$ (12.0)	$ 10.4

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New Accounting Standards

3 Months Ended

Mar. 31, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

Adoption of New Accounting Standards

Service Concession Arrangements

During the first quarter of 2015, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. This guidance did not have a material effect on our financial statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

During the first quarter of 2015, we adopted the FASB guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued principles-based guidance addressing the recognition of debt issuance costs related to a recognized debt liability. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We do not expect this guidance to have a material effect on our financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued principles-based guidance addressing revenue recognition issues. The guidance may be applied to all contracts with customers regardless of industry-specific or transaction specific fact patterns. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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Earnings Per Share ("EPS") (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Earnings Per Share [Abstract]
Net income	$ 1.1		$ 8.4
Weighted average shares for basic EPS	136.9		97.0
Dilutive potential shares from grants of RSUs, PRSUs and stock options	0.7	[1]	0
Weighted average shares for diluted EPS	137.6		97.0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.4

[1] The potential impact of an aggregate 0.4 million granted RSUs, PRSUs and stock options for the three months ended March 31, 2015, was antidilutive.

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2015		December 31, 2014
Land		$	92.0	$	88.1
Building and improvements	20 to 40 years	46.0		47.0
Advertising structures	5 to 20 years	1,724.0		1,745.6
Furniture, equipment and other	3 to 10 years	78.8		78.1
Construction in progress		21.6		17.1
		1,962.4		1,975.9
Less: accumulated depreciation		1,192.0		1,193.0
Property and equipment, net		$	770.4	$	782.9

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Property and Equipment - Summary of Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Property and Equipment [Line Items]
Property and Equipment	1,962.4	$ 1,975.9
Less: accumulated depreciation	1,192.0	1,193.0
Property and equipment, net	770.4	782.9
Land
Property and Equipment [Line Items]
Property and Equipment	92.0	88.1
Building and Improvements
Property and Equipment [Line Items]
Property and Equipment	46.0	47.0
Building and Improvements | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Building and Improvements | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Advertising Structures
Property and Equipment [Line Items]
Property and Equipment	1,724.0	1,745.6
Advertising Structures | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Advertising Structures | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Furniture, Equipment and Other
Property and Equipment [Line Items]
Property and Equipment	78.8	78.1
Furniture, Equipment and Other | Minimum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture, Equipment and Other | Maximum
Property and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Construction in progress
Property and Equipment [Line Items]
Property and Equipment	21.6	$ 17.1

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Retirement Benefits

3 Months Ended

Mar. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Retirement Benefits

Retirement Benefits

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

	Three Months Ended
	March 31,
(in millions)	2015			2014
Components of net periodic pension cost:
Service cost	$	0.3		$	0.3
Interest cost	0.4			0.6
Expected return on plan assets	(0.5		)	(0.7		)
Amortization of actuarial losses(a)	0.2			0.2
Net periodic pension cost	$	0.4		$	0.4

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

In the three months ended March 31, 2015, we contributed $0.5 million to our pension plans. In 2015, we expect to contribute approximately $2.2 million to our pension plans.