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Outfront Q3 2015 Earnings Report

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2015 Third Quarter November 5, 2015


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Safe Harbor Disclaimer Forward-Looking Statements We have made statements in this document that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: declines in advertising and general economic conditions; competition; 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; the sale of all of our equity interests in certain of our subsidiaries, which hold all of the assets of our Latin America business, could be delayed, modified or terminated due to, among other things, the failure to satisfy closing conditions, including regulatory approval; 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 Securities and Exchange Commission (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; complying with REIT requirements may limit our ability to hedge effectively; failure to meet the REIT income tests as a result of receiving non-qualifying income; even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT; the 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; we may not be able to engage in desirable strategic or capital-raising transactions as a result of our separation from CBS Corporation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions; and other factors described in our filings with the SEC, including but not limited to 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. All forward-looking statements in this document apply as of the date of this document 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. Non-GAAP Financial Measures This presentation includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided in the Appendix of this presentation. Prior period presentation conforms to current period reporting classifications. Numbers in this presentation may not sum due to rounding. 2


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Jeremy Male CEO 3


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Key Highlights  US billboard returned to growth  Transit remains strong across the US  Overall business improving into year-end  Sale of Latin America business  OUTFRONT ON Smart Media  Declared 4Q15 dividend of $0.34/share 4


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Donald Shassian EVP & CFO 5


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Summary THREE MONTHS NINE MONTHS Ended September 30, Ended September 30, 2015 Rev1 FFO % Chg 2014 $ 15% $336.5 $1,115.3 16% $958.8 8% $105.9 $320.0 12% $286.8 $21.2 (36%) $33.0 $46.7 (37%) $74.6 0.15 (38%) $ $70.8 $ AFFO2 per share 2015 $113.9 2 per share 2014 $386.7 Adj. OIBDA2 Net Inc.2 per share % Chg 0.51 $69.2 $ 0.50 (9%) (9%) $ (7%) (8%) $ 0.24 $ $194.6 $77.5 0.56 $ 1.41 $190.1 $74.6 0.54 0.34 (37%) $ $ 1.38 (5%) (6%) $ (3%) (3%) $ 0.54  Improving billboard into 4Q15 should positively impact OIBDA, FFO & AFFO  Key items affecting comparability: • Acquisitions • Stand-alone costs • Interest expense $205.2 1.50 $195.7 1.43 • REIT tax adjustment • Legal expenses  3Q15 is final quarter impacted by Van Wagner comparisons Notes: $ Millions unless per share or otherwise stated. 1) Revenue amounts shown are reported revenues; 2) On a REIT-comparable basis and on a REIT-comparable basis per adjusted weighted average share for diluted EPS. See Appendix for non-GAAP reconciliations. 6


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Revenues  Total revenues up $50.2M yr/yr Includes Van Wagner Total • +14.9% Reported 1 2 • +2.5% Organic Van Wagner OUT $53.6 $395.0 $55.2 $343.9 $46.6 $384.7 $48.4 $386.7 $50.3  US organic2 • Total +2.8% • Transit & Other +8.5% • Billboard +0.3% $336.5 $339.8 $297.3 $336.3 $336.4 3Q14 4Q14 1Q15 2Q15 3Q15  US: 48% National, 52% Local  International organic2 • Total -0.3% • $7.3M F/X headwind Notes: $ Millions unless per share or otherwise stated. 1) Reported revenues beginning 4Q14 reflect Van Wagner assets acquired on October 1, 2014; see page 17 for Van Wagner kiosk revenue no longer part of the business beginning in 2Q15; 2) See Appendix for Non-GAAP reconciliations. 7


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Expenses Includes Van Wagner 69.0% 1.7% 12.8% 16.7% 15.7% 70.2% 2.5% 12.2% 15.8% 15.2% 75.7% 2.2% 14.7% 16.6% 15.2% 70.2% 2.4% 12.9% 15.2% 14.2% 1 71.5% 3.0% 13.4% 15.2% 14.6% 20.3% 23.2% 26.0% 24.2% 24.4% 3Q14 4Q14 1Q15 2Q15 Total Corporate Stock Comp SG&A2 Posting, Maintenance & Other Transit Franchise Billboard Lease  Total operating and SG&A expenses up $44.2M yr/yr to $276.5M  Corporate up $5.9M yr/yr • Incremental stand-alone costs +$1.4M • Strategic business development expenses 3 +$0.6M • Legal expenses +$3.2M, a majority of which are expected to be nonrecurring 3Q15 Notes: $ Millions unless per share or otherwise stated. Expenses as a percentage of Total Revenues. 1) Reported expenses beginning 4Q14 reflect Van Wagner billboard and transit assets acquired on October 1, 2014; 2) SG&A excludes Corporate and Stock-based Compensation, which are shown separately; 3) Additional $1.3M increase in US segment. 8


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Adjusted OIBDA Includes Van Wagner Adj. OIBDA Adj. OIBDA Margin 31.8% $106.9 30.5% 31.0%  Total Adjusted 2 OIBDA up $7.0M (+6.5%) yr/yr 1 29.5% $87.0 • Van Wagner asset locations with higher lease expense 25.3% $120.6  Margins down 2.3 points $119.1 $113.9 • Higher transit mix, lower billboard results • Corporate running higher 3Q14 4Q14 1Q15 2Q15 3Q15 in 3Q15, including $3.2M non-recurring legal 3 expenses  $1.3M F/X headwind Notes: $ Millions unless per share or otherwise stated. 1) Adjusted OIBDA beginning 4Q14 reflects Van Wagner billboard and transit assets acquired on October 1, 2014; 2) See Appendix for Non-GAAP reconciliations; 3) A majority of which are expected to be non-recurring. 9


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Capital Expenditures  $15.3M capex in Q3 2015 • $7.4M maintenance $65.0 $64.2 20.6 Q4 14.3 Q3 13.6 Q2 14.6 15.7 Q1 13.1 2014 15.3 2015 (1.9% of revenue) • $7.9M growth (2.0% of revenue)  22 new digital billboards • +20 U.S. • +2 Canada  2015 total Capex guidance lowered to $65M • $40M growth • $25M maintenance, previously $30M Notes: $ Millions unless per share or otherwise stated. Reflects acquisition of Van Wagner assets as of October 1, 2014. Prior period amounts have been revised to the current presentation to reflect non-cash purchases of property and equipment. 10


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Cash Flow Includes Van Wagner AFFO AFFO/Share $0.54 $0.58 $0.52  AFFO2 down $5.4M yr/yr 1 • Per share -7.7% $0.50 $0.36 $74.6 $79.1 3Q14 4Q14 $49.5 1Q15  Higher OIBDA from acquisitions offset by: • Higher interest expense 3 $71.4 $69.2 2Q15 3Q15 +$9.9M • Higher maintenance capex +$2.3M • Higher cash taxes +$1.2M Notes: $ Millions unless per share or otherwise stated. 1) AFFO and AFFO/share, on a REIT-comparable basis, beginning 4Q14 reflect Van Wagner billboard and transit assets acquired on October 1, 2014; 2) AFFO and AFFO/share presented on a REIT-comparable basis, per adjusted weighted average share for diluted earnings per share; 3) Net of amortization of deferred financing costs. See Appendix for Non-GAAP reconciliation. 11


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Dividends  3Q15 regular cash dividend per share unchanged at $0.34 Regular Cash Per Share +5% $0.34 $0.34  Solid dividend payout ratios: 1 • 69% of LTM AFFO 2 • 88% of LTM FCF • Growth in billboard $44.4 $44.4 $46.7 $47.1 $46.7 3Q14 4Q14 1Q15 2Q15 3Q15 revenue should improve ratios 4Q15E  4Q15 dividend per share declared at $0.34 Notes: $ Millions unless per share or otherwise stated. 1) Trailing last twelve months (“LTM”) regular cash dividends divided by LTM AFFO on a REIT-comparable basis; 2) LTM regular cash dividends divided by LTM Free Cash Flow (“FCF”). See Appendix for Non-GAAP reconciliations. 12


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Balance Sheet 3Q15 Cash Total Cash & Equivalents Debt $425M Revolving Credit 2019 Sr. Secured Term Loan 2021 5.250% Sr. Notes 2022 5.625% Sr. Notes 2024 5.875% Sr. Notes 2025 Other Total Debt Weighted Average Cost of Debt Net Leverage Ratio 1 $106.4 $106.4 0.0 798.5 549.3 503.5 450.0 0.4 $2,301.7 4.7% 4.9x  $500.3M of liquidity • $106.4M cash • $393.9M availability on $425M revolving credit facility, net of $31.1M letters of credit outstanding  $50.0M term loan payment made on October 30, 2015 with cash on hand  De-lever to target range of 3.5x-4.0x net leverage Notes: $ Millions unless per share or otherwise stated. 1) Calculated as Total Debt less Total Cash & Equivalents divided by LTM “Consolidated EBITDA” as defined in the Credit Agreement governing the Company’s senior credit facilities. 13


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Jeremy Male CEO 14


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Outlook  Q4 2015 expected revenue growth 15


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Appendix 16


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Acquisition Information 1Q14 (in millions) 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 Revenues - Van Wagner: Billboard & Transit $ Kiosks Total 41.0 $ 4.1 $ 45.1 $ 48.7 $ 4.7 53.4 $ 48.6 $ 5.0 53.6 $ 49.9 $ 5.3 55.2 $ 45.0 $ 1.6 46.6 $ 48.4 $ — 48.4 $ 50.3 — 50.3 17


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Non-GAAP Reconciliations Non-GAAP Financial Measures In addition to the results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) provided throughout this document, this document and the accompanying tables include non-GAAP financial measures as described below. We calculate revenues on a constant dollar basis as reported revenues excluding the impact of foreign currency exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. We calculate organic revenues as reported revenues excluding 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 of our financial data because it enables them to better understand the level of growth of our business period to period. We calculate and define “Adjusted OIBDA” as operating income before depreciation, amortization, net (gains) losses on dispositions, stock-based compensation, restructuring charges and costs related to our acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC (the “Acquisition”). We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates. We calculate Funds from Operations (“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 Adjusted FFO (“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 the Acquisition and 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 of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and related per weighted average share and per adjusted weighted average share amounts and dividend payout ratios, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs. We calculate Free Cash Flow (“FCF”) as net cash flow provided by operating activities less capital expenditures plus cash taxes related to our REIT conversion. We use FCF for managing our business, including evaluating cash available for dividends, debt service and strategic investments and acquisitions. 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. It is management’s opinion that this supplemental measure provides users of our financial data with an important perspective on our operating performance and also makes it easier to compare our results to other companies in our industry, as well as to REITs. 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 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 of our financial data 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. We calculate Adjusted OIBDA and Adjusted OIBDA margin, on a REIT-comparable basis, for the three months and nine months ended September 30, 2015 and 2014, by adjusting the three and nine months ended September 30, 2014, to include incremental costs associated with operating as a stand-alone public company of $1.0 million, which were incurred in the three months ended September 30, 2015, and $6.0 million, which were incurred in the nine months ended September 30, 2015. We calculate operating income, net income, FFO, AFFO and related per weighted average share and per adjusted weighted average share amounts, on a REIT-comparable basis, for the three months and nine months ended September 30, 2015 and 2014, by adjusting (1) the nine months ended September 30, 2015, to exclude restructuring charges of $2.6 million ($2.0 million, net of tax) incurred in the nine months ended September 30, 2015, except with respect to AFFO and related per adjusted weighted average share amounts, which by definition includes this adjustment, (2) the three and nine months ended September 30, 2014 and the nine months ended September 30, 2015, to exclude net gain (loss) on dispositions incurred in the three months and nine months ended September 30, 2014 and in the nine months ended September 30, 2015, except with respect to FFO, AFFO and related per adjusted weighted average share amounts, which by definition include this adjustment, (3) the three and nine months ended September 30, 2014, to include incremental costs associated with operating as a stand-alone public company of $1.0 million ($0.9 million, net of tax) incurred in the three months ended September 30, 2015, and $6.0 million ($5.4 million, net of tax) incurred in the nine months ended September 30, 2015, and with respect to the nine months ended September 30, 2014 only, one month of interest expense of $6.2 million ($6.2 million, net of tax) incurred in the nine months ended September 30, 2015, relating to our entry into our term loan and the issuance of $800.0 million of our senior notes on January 31, 2014, and to exclude interest expense of $7.6 million incurred in the three and nine months ended September 30, 2014, related to an unused lender commitment to provide a senior unsecured bridge term loan facility associated with the Acquisition, restructuring charges of $6.2 ($5.6 million, net of tax) incurred in the three months and nine months ended September 30, 2014, and Acquisition costs of $1.4 ($1.3 million, net of tax) incurred in the three and nine months ended September 30, 2014, (4) the three and nine months ended September 30, 2014, with respect to AFFO and related per adjusted weighted average share amounts only, to include one month of amortization of deferred financing costs incurred in the nine months ended September 30, 2015, relating to our entry into our term loan, our revolving credit facility and the issuance of $800.0 million of our senior notes on January 31, 2014, and amortization of deferred financing costs incurred in the three and nine months ended September 30, 2014, related to an unused lender commitment to provide a senior unsecured bridge term loan facility associated with the Acquisition and (5) the three and nine months ended September 30, 2014, with respect to net income, FFO, AFFO, and related per weighted average share and per adjusted weighted average share amounts only, to exclude income taxes that would not have been incurred had we been operating as a REIT in the three and nine months ended September 30, 2014, and, with respect to net income, FFO and related per weighted average share and per adjusted weighted average share amounts only, exclude an income tax benefit from the reversal of deferred tax liabilities due to our REIT conversion of $232.3 million. Our management believes these adjusted presentations are useful in evaluating our business because they allow users of our financial data to compare our operating performance for the three months and nine months ended September 30, 2015, against the operating performance for the three months and nine months ended September 30, 2014, taking into account certain significant costs arising as a result of our separation from CBS Corporation and the Acquisition, as well as the REIT tax treatment that would have applied had we been operating as a REIT for the periods presented. Since constant dollar revenues, organic revenues, Adjusted OIBDA, Adjusted OIBDA margin, FFO, AFFO, FCF, and adjusted weighted average shares for basic and diluted EPS and, on a REIT-comparable basis, operating income, net income, Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO, and, in each case, as applicable, related per weighted average share and per adjusted weighted average share amounts and related dividend payout ratios, are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues, operating income, net income, net cash flow provided by operating activities, weighted average shares outstanding for basic and diluted EPS, 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. 18


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Non-GAAP Reconciliations Notes: See Notes on Page 29 19


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Non-GAAP Reconciliations Notes: See Notes on Page 29 20


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Non-GAAP Reconciliations Notes: See Notes on Page 29 21


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Non-GAAP Reconciliations Notes: See Notes on Page 29 22


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Non-GAAP Reconciliations Notes: See Notes on Page 29 23


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Non-GAAP Reconciliations Notes: See Notes on Page 29 24


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Non-GAAP Reconciliations Notes: See Notes on Page 29 25


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Non-GAAP Reconciliations Notes: See Notes on Page 29 26


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Non-GAAP Reconciliations Notes: See Notes on Page 29 27


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Non-GAAP Reconciliations Notes: See Notes on Page 29 28


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Notes to Appendix Exhibits NOTES TO EXHIBITS PRIOR PERIOD PRESENTATION CONFORMS TO CURRENT REPORTING CLASSIFICATIONS. (a) Adjusted weighted average shares include the 23.0 million shares issued in connection with the IPO, the 97.0 million shares outstanding after our stock split, and the 16.5 million shares issued as a special dividend in connection with our conversionto a REIT for basic EPS. Adjusted weighted average shares for diluted EPS also include dilutive potential shar s from grants of RSUs, e PRSUs, and stock options. (b) Organic revenues exclude revenues associated with significant acquisitions and divestitures, revenues associated with busines s lines we no longer operate, and the impact of foreign currency exchange rates ("non-organic revenues"). (c) Includes $50.9 million for the three months ended September 30, 2015, and $148.3 million for the nine months ended September 30, 2015, primarily related to acquisitions. Includes $8.9 million for the three months ended September 30 2014, and $22.8 million , for the nine months ended September 30, 2014, primarily related to the impact of foreign currency exchange rates. (d) Revenues on a constant dollar basis are calculated as reported revenues excluding the impact of foreign currency exc hange rates between periods. (e) Adjustment to exclude net (gain) loss on dispositions. (f) Adjustment to exclude restructuring charges. (g) Adjustment to reflect incremental costs to operate as a stand -alone company at the same level as 2015. (h) Adjustment to reflect costs related to the Acquisition. (i) Adjustment to reflect interest expense at the same level as 2015. (j) Adjustment to reflect tax balances as if we had been operating as a REIT for all respective periods. (k) Weighted average shares outstanding for basic EPS was 137.5 million shares and 137.9 million shares for diluted EPS for the three months ended September 30, 2015. Weighted average shares outstanding for basic EPS was 120.0 million shares and was 120.7 million shares for diluted EPS for the three months ended September 30, 2014. Weighted average shares outstanding for basic EPS was 137.3 million shares and 137.8 million shares for diluted EPS for the nine months ended September 30, 2015. Weighted average shares outstanding for basic EPS was 112.3 million shares an was 112.8 million shares for diluted EPS for the d nine months ended September 30, 2014. (l) Adjusted weighted average shares for basic EPS reflects 137.4 million shares and for diluted EPS, reflects 137.9 million shar s for e the three months ended September 30, 2015. Adjusted weighted average shares for basic EPS reflects 136.5 million shares and for diluted EPS, reflects 137.2 million shares for the three months ended September 30, 2014. Adjusted weighted average share s for basic EPS reflects 137.3 million shares and for diluted EPS, reflects 137.8 million shares for the nine months ended Septembe 30, 2015. Adjusted weighted average shares for basic EPS reflects 136.5 million shares and for diluted EPS, reflects 137.0 mi llion shares for the nine months ended September 30, 2014. (m) 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 sharesof our common stock then outstanding were converted into 97,000,000 shares of our common stock. The effects ofthe stock split have been applied retroactively for EPS purposes. (n) Adjustment to reflect incremental costs to operate as a stand -alone company, net of tax, at the same level as 2015. (o) Adjustment to reflect interest expense, net of tax, at the same level as 2015. (p) Excludes the tax impact related to restructuring charges and net (gain) loss on dispositions. * Calculation not meaningful 29


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About OUTFRONT Media Inc. OUTFRONT Media (NYSE: OUT), formerly CBS Outdoor, is one of the largest out-of-home media companies in the Americas and has a major presence in top markets throughout the United States, Canada, Mexico and South America. With billboard and transit properties, a prime asset focus, and a growing network of digital displays, OUTFRONT Media gives advertisers both breadth and depth of audience across key geographies, as well as engaging ways to connect with increasingly mobile consumers. investor@OUTFRONTmedia.com


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