OUTFRONT Media Inc. (Form: 8-K, Received: 02/25/2016 16:22:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 25, 2016

_________________________

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)

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Maryland	001-36367	46-4494703
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)




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

Registrant’s telephone number, including area code: (212) 297-6400

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02	Results of Operations and Financial Condition.

On February 25, 2016, OUTFRONT Media Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to this Item 2.02. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 25, 2016, the Company’s board of directors adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), to (i) change the advance notice deadline for director nominations and stockholder proposals for the annual meeting from between 90 and 120 days prior to the anniversary of the prior year’s annual meeting to between 120 and 150 days prior to the first anniversary of the date of the preceding year’s proxy statement, in order to align the advance notice deadline with the deadline for submitting stockholder proposals under Rule 14a-8 of the Exchange Act; (ii) require that stockholders submitting proposals under the advance notice provisions of the Bylaws be a stockholder of record as of the record date of the annual meeting in addition to being a stockholder of record at the time of providing notice, and, unless the chairman of the annual meeting determines otherwise, appear in person at the annual meeting to present the proposal; (iii) remove a provision regarding filling vacancies on the Company’s board of directors that is no longer relevant since the Company has at least three independent directors; (iv) add procedures in the event of an emergency, including notice to directors and quorum for meetings of the Company’s board of directors; (v) remove references to “CBS Corporation”; and (vi) clarify that any committee of the Company’s board of directors may delegate some or all of its powers to one or more subcommittees. In addition, the Bylaws include various clarifying, conforming and ministerial changes. The Bylaws became effective upon adoption by the Company’s board of directors on February 25, 2016.

This summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.



Item 8.01	Other Events.

On February 25, 2016, the Company announced that its board of directors has approved a quarterly cash dividend of $0.34 per share on the Company’s common stock, par value $0.01 per share. The dividend is payable on March 31, 2016, to stockholders of record at the close of business on March 10, 2016.

A copy of the press release announcing the quarterly cash dividend is attached hereto as Exhibit 99.2, and is incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished, as applicable, herewith:




Exhibit Number		Description

3.1		Amended and Restated Bylaws of OUTFRONT Media Inc.

99.1		Press Release dated February 25, 2016.

99.2		Press Release dated February 25, 2016.

SIGNATURE

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 hereunto duly authorized.



OUTFRONT MEDIA INC.

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

Date: February 25, 2016

EXHIBIT INDEX




Exhibit Number		Description

3.1		Amended and Restated Bylaws of OUTFRONT Media Inc.

99.1		Press Release dated February 25, 2016.

99.2		Press Release dated February 25, 2016.

Exhibit 3.1

OUTFRONT MEDIA INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE . The principal office of OUTFRONT Media Inc., a Maryland corporation (the “Corporation”), in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES . The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE . All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING . An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS .

(a) General . Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Stockholder-Requested Special Meetings . (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed

to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided , however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by

the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90 ^th day after the Meeting Record Date or, if such 90 ^th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30 ^th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting sine die or from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 4. NOTICE . Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT . Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual appointed by the Board of Directors or the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe

such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting the time allotted to questions or comments; (d) determining when and for how long the polls should be opened and when the polls should be closed; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM . At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting, if a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally convened.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING . A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES . A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS . Stock of the Corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS . The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS .

(a) Annual Meetings of Stockholders . (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may

be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150 ^th day nor later than 5:00 p.m., Eastern Time, on the 120 ^th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150 ^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120 ^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if

any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of Company Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities, and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal; and

(vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request by the stockholder providing the notice, and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of

each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120 ^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90 ^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General . (1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(5) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. CONTROL SHARE ACQUISITION ACT . Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 13. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING . Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS . The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION . At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS . An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS . Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE . Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM . A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING . The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the

concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION . At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS . Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. VACANCIES . If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION . Unless otherwise restricted by the Charter or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. All directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and directors who are not full-time employees of the Corporation may be paid a fixed sum for attendance at each meeting of the Board of Directors, and/or compensation per year as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees of the Board of Directors may be compensated and reimbursed their expenses for serving on such committee and/or attending committee meetings.

Section 13. RELIANCE . Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data,

prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION . The Board of Directors or the stockholders may ratify any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and if so ratified, shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any action or inaction questioned in any proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15. CERTAIN RIGHTS OF DIRECTORS AND OFFICERS . Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16. EMERGENCY PROVISIONS . Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. APPOINTMENT OF COMMITTEES . The Board of Directors may appoint from among its members and one or more committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2. POWERS . The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee

may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate.

Section 3. MEETINGS . Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide.

Section 4. TELEPHONE MEETINGS . Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING . Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES . Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS . The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION . Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without

prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES . A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIRMAN OF THE BOARD . The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. VICE CHAIRMAN OF THE BOARD . The Board of Directors may designate from among its members a vice chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the vice chairman of the board as an executive or non-executive vice chairman. The vice chairman of the board shall perform such duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 6. CHIEF EXECUTIVE OFFICER . The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. CHIEF OPERATING OFFICER . The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. CHIEF FINANCIAL OFFICER . The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 9. PRESIDENT . In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other

instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 10. VICE PRESIDENTS . In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 11. SECRETARY . The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 12. TREASURER . The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS . The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 14. COMPENSATION . The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS . The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by an authorized person.

Section 2. CHECKS AND DRAFTS . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS . All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES . Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS . All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney or agent, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE . Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE . The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5. STOCK LEDGER . The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS . The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of

Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION . Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES . Before payment of any dividend or other distribution, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate.

ARTICLE XI

SEAL

Section 1. SEAL . The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL . Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1. RIGHTS TO INDEMNIFICATION . To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, manager or trustee of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advancement of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advancement of expenses to an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee of the Corporation or a predecessor of the Corporation.

Section 2. NON-EXCLUSIVITY OF RIGHTS . The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.

Section 3. INSURANCE . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, limited liability company or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the MGCL.

Section 4. AMENDMENT . Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless

specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine.

ARTICLE XV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

Exhibit 99.1

OUTFRONT MEDIA REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS

Revenues of $398.5 million , up 0.9% in Q4 on a reported basis

Adjusted OIBDA of $117.6 million , down 2.5% in Q4 on a reported basis

AFFO of $76.7 million , or $0.56 per share*

Net income on a REIT-comparable basis of $29.7 million in Q4 - including adjustment for $103.6 million non-cash loss on Latin America assets held for sale; Net Loss of $73.9 million in Q4 on a reported basis

Quarterly dividend of $0.34 per share, payable March 31, 2016

NEW YORK, February 25, 2016 – OUTFRONT Media Inc. (NYSE: OUT) today reported results for the quarter and full year ended December 31, 2015.

“Our fourth quarter delivered 4.3% organic revenue growth, a good finish to a solid year and a positive indicator of our portfolio’s attractiveness to both local and national advertisers,” said Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT Media. “We are confident our advertiser solutions can generate solid growth in AFFO for shareholders and, looking to the future, we're excited by the opportunity to drive our top line further through continued investments in new products, data, and technology.”



Fourth Quarter Results	Three Months Ended December 31,
	2015							2014
$ in Millions, except per share amounts	Reported			On an Organic Basis ¹		REIT-Comparable Basis ²		Reported		On an Organic Basis ¹		REIT-Comparable Basis ²
Revenues		$398.5			$397.7		$398.5		$395.0		$381.2		$395.0
Adjusted OIBDA	117.6			NA		117.6		120.6		NA		120.3
Operating Income (loss)	(47.5		)	NA		56.1		50.5		NA		61.7
Net Income (loss)	(73.9		)	NA		29.7		27.8		NA		33.9
Funds From Operations (FFO)	79.6			NA		79.6		74.6		NA		81.8
Adjusted FFO (AFFO)	76.7			NA		76.7		79.1		NA		78.8
AFFO per share*	$0.56			NA		$0.56		$0.66		NA		$0.57

* Reported is per diluted weighted average share; REIT-Comparable is per diluted adjusted weighted average share.

Fourth Quarter 2015 Results

Consolidated

Reported revenues of $398.5 million increased $3.5 million , or 0.9% , for the fourth quarter of 2015 as compared to the same prior-year period. On an organic basis, revenues of $397.7 million for the fourth quarter of 2015 were up 4.3% compared to the same prior-year period.

Reported billboard revenues of $279.0 million decreased $3.5 million , or 1.2% , due to foreign currency exchange losses, offset by increased revenues from digital. On an organic basis, billboard revenues were up 1.2% compared to the same prior-year period due to higher U.S. billboard results, offset by lower International results.

Reported transit and other revenues of $119.5 million increased $7.0 million , or 6.2% , due to stronger U.S. and international market conditions. On an organic basis, transit and other revenues increased 12.4% over the same prior-year period.

Total Operating expenses of $218.6 million grew $4.4 million , or 2.1% , primarily as a result of higher transit franchise expenses driven by higher transit revenues and higher billboard lease costs driven by growth in larger markets with revenue share leases, partially offset by the impact of foreign exchange rates. Selling, General and Administrative expenses (“SG&A”) of $65.8 million grew $2.6 million , or 4.1% over the same prior-year period, primarily as a result of a $3.2 million increase in strategic business development expenses, $0.3 million of incremental stand-alone costs, and $0.8 million in legal expenses, a majority of which are expected to be non-recurring, partially offset by the impact of foreign exchange rates.

Reported Adjusted OIBDA of $117.6 million decreased $3.0 million , or 2.5% .

Segment Results

United States

Reported revenues of $366.4 million increased $10 million , or 2.8% , in the fourth quarter of 2015 as compared to the same prior-year period. On an organic basis, revenues were $365.6 million for the fourth quarter of 2015, an increase of 4.7% from the same prior-year period, reflecting growth in digital revenues and both national and local advertising sales. On an organic basis, billboard revenues were up 1.4% due to improved national advertising sales. On an organic basis, transit and other revenues were up 12.8% compared to the same prior-year period driven by increased local advertiser demand for transit displays. Reported Adjusted OIBDA of $122.6 million decreased $0.6 million , or 0.5% , in the fourth quarter of 2015 compared to the same prior-year period, primarily due to a $3.2 million increase in strategic business development expenses and higher transit revenues.

International

Reported revenues of $32.1 million decreased $6.5 million , or 16.8% , in the fourth quarter of 2015 as compared to the same prior-year period due to the impact of foreign currency exchange. Organic revenues increased $0.1 million , or 0.3% , in the fourth quarter of 2015 as compared to the same prior-year period, due to slightly higher revenues in Latin America offset by slightly lower revenues in Canada. On an organic basis, billboard revenues were down 0.4% and transit and other revenues were up 4.5% compared to the same prior-year period. Reported Adjusted OIBDA decreased $3.1 million to $4.3 million in the fourth quarter of 2015 as compared to the same prior-year period due to geographic mix and the impact of foreign currency exchange rates.

Corporate

Corporate costs, excluding stock-based compensation, restructuring charges, and acquisition costs, decreased $0.7 million to $9.3 million in the fourth quarter of 2015 compared to the same prior-year period, primarily due to decreases in compensation expense, partially offset by $0.5 million in incremental stand-alone costs and $0.8 million in legal expenses, a majority of which are expected to be non-recurring.

Full Year 2015 Results

Consolidated

Reported revenues of $1,513.8 million increased $160.0 million , or 11.8% , for the year ended December 31, 2015 as compared to the prior year. On an organic basis, revenues of $1,315.3 million for the year ended December 31, 2015 were up 3.8% compared to the prior year.

Reported billboard revenues of $1,084.3 million increased $112.8 million , or 11.6% , due to acquisitions and increased revenues from digital, partially offset by foreign currency exchange losses. On an organic basis, billboard revenues were up 0.5% compared to the prior year due to higher U.S. and International results.

Reported transit and other revenues of $429.5 million increased $47.2 million , or 12.3% , due to stronger U.S. and International market conditions, as well as acquisitions. On an organic basis, transit and other revenues increased 11.9% over the prior year.

Total Operating expenses of $833.1 million grew $106.6 million , or 14.7% , primarily as a result of acquisitions and higher transit franchise expenses driven by higher transit revenues, partially offset by the impact of foreign exchange rates. Selling, General and Administrative expenses (“SG&A”) of $258.3 million grew $34.0 million , or 15.2% over the prior year, primarily as a result of acquisitions, a $9.8 million increase in strategic business development expenses, $6.3 million of incremental stand-alone costs, and $5.2 million in legal expenses, a majority of which are expected to be non-recurring, partially offset by the impact of foreign exchange rates.

Reported Adjusted OIBDA of $437.6 million increased $24.2 million , or 5.9% .

Segment Results

United States

Reported revenues of $1,380.3 million increased $181.5 million , or 15.1% , for the year ended December 31, 2015 as compared to the prior year. On an organic basis, revenues were $1,181.8 million for the year ended December 31, 2015, an increase of 4.1% from the prior year, reflecting growth in digital revenues, and strong national and local advertising sales. On an organic basis, billboard revenues were up 0.4% compared to the prior year, primarily due to improved national advertising sales. On an organic basis, transit and other revenues were up 12.4% compared to the prior year driven by increased local and national advertiser demand for transit displays. Reported Adjusted OIBDA of $459.6 million increased $43.4 million , or 10.4% , in the year ended December 31, 2015 as compared to the same prior-year period, primarily due to acquisitions, partially offset by a $5.7 million increase in strategic business development expenses.

International

Reported revenues of $133.5 million decreased $21.5 million , or 13.9% , in the year ended December 31, 2015 as compared to the prior year due to the impact of foreign currency exchange. Organic revenues increased $1.9 million , or 1.4% , due primarily to Mexico and Canada. On an organic basis, billboard revenues were up 1.5% and transit and other revenues were up 1.1% compared to the prior year. Reported Adjusted OIBDA decreased $8.5 million to $15.8 million in the year ended December 31, 2015 as compared to the prior year due to geographic mix and the impact of foreign currency exchange rates.

Corporate

Corporate costs, excluding stock-based compensation, restructuring charges, and acquisition costs, increased $10.7 million to $37.8 million in the year ended December 31, 2015 compared to prior year, including $6.3 million of incremental stand-alone costs, $5.2 million of legal expenses, a majority of which are expected to be non-recurring, and a $4.1 million increase in strategic development expenses, partially offset by decreases in compensation expense.

Loss on Real Estate Assets Held for Sale

In connection with the Company entering into an agreement with JCDecaux on October 31, 2015 to sell its Latin America business, the Company is required to measure the related assets held for sale at the lower of their carrying value, including unrecognized foreign currency translation adjustment losses, or fair value less cost to sell. This resulted in a non-cash loss on real estate assets held for sale of $103.6 million. The assets have been classified as assets held for sale on the balance sheet and the foreign currency translation adjustment loss is included in accumulated other comprehensive loss.

Interest Expense

Net Interest expense in the fourth quarter of 2015 was $29.2 million , including amortization of deferred financing costs of $1.9 million , as a result of the incurrence of $1.6 billion of indebtedness on January 31, 2014, $600 million of indebtedness on October 1, 2014 related to acquisitions, and $100 million of indebtedness on March 30, 2015. The weighted average cost of debt at December 31, 2015, was 4.7% .

Income Taxes

The income taxes benefit was $1.6 million in the fourth quarter of 2015 compared to a benefit of $3.1 million in the fourth quarter of 2014. Cash paid for income taxes in the fourth quarter of 2015 was $0.9 million as compared to $21.6 million in the same prior-year period, which included $18.3 million related to taxes incurred prior to the Company's separation from CBS Corporation and its real estate investment trust ("REIT") conversion. The effective income tax rate was 7.2% for the twelve months ended December 31, 2015 without the impact of the non-cash $103.6 million loss on real estate assets held for sale.

Net Income (Loss) per Common Share

Net loss attributable to common shareholders was $73.9 million in the fourth quarter of 2015 as compared to net income of $27.8 million in the same prior-year period. Net loss for the fourth quarter of 2015 was impacted by a $103.6 million loss on real estate assets held for sale, incremental stand-alone costs, increased strategic business development expenses and increased legal expenses, the majority of which are expected to be non-recurring, partially offset by lower restructuring charges and acquisition costs. Diluted weighted average shares outstanding were 137.6 million for the fourth quarter of 2015. Net loss per diluted weighted average share was $0.54 for the fourth quarter of 2015, which includes $0.75 attributable to the loss on real estate assets held for sale, as compared to net income per diluted weighted average share of $0.23 in the same prior-year period. Net income on a REIT-comparable basis, per diluted adjusted weighted average share, was $0.21 for the fourth quarter of 2015, which excludes the impact of the loss on real estate assets held for sale, as compared to $0.25 in the same prior-year period.

FFO & AFFO

FFO was $79.6 million in the fourth quarter of 2015, an increase of $5.0 million from the same prior-year period, driven primarily by lower acquisition costs. FFO on a REIT-comparable basis was $79.6 million in the fourth quarter of 2015 and $81.8 million in the fourth quarter of 2014. FFO on a REIT-comparable basis was $274.2 million for the year ended December 31, 2015 compared to $287.0 million during the prior year. AFFO was $76.7 million in the fourth quarter of 2015, a decrease of $2.4 million from the same prior-year period due to higher cash paid for lease acquisition costs and higher interest expense. AFFO on a REIT-comparable basis was $76.7 million in the fourth quarter of 2015 and $78.8 million in the fourth quarter of 2014. AFFO on a REIT-comparable basis, per diluted adjusted weighted average share, was $0.56 in the fourth quarter of 2015 and $0.57 in the fourth quarter of 2014. AFFO on a REIT-comparable basis was $266.8 million for the year ended December 31, 2015 compared to $274.5 million during the prior year. AFFO on a REIT-comparable basis, per diluted adjusted weighted average share, was $1.94 for the year ended December 31, 2015 compared to $2.00 during the prior year.

Cash Flow & Capital Expenditures

Net cash flow provided by operating activities of $293.1 million for the year ended December 31, 2015 increased $30.3 million compared to $262.8 million during the prior-year, primarily due to higher net income, as adjusted for non-cash items, lower income taxes as a result of our REIT conversion and the impact of acquisitions partially offset by higher use of working capital driven by an increase in accounts receivable and decreases in accounts payables and accrued expenses. Total capital expenditures decreased $5.0 million to $59.2 million for the year ended December 31, 2015.

Dividends

In the year ended December 31, 2015, the Company paid cash dividends of $196.3 million , including a special cash dividend of $8.2 million on March 31, 2015, representing of a “top-up” of the 2014 annual dividend for REIT distributable income.

The Company announced on February 25, 2016 that its board of directors has approved a quarterly cash dividend on the Company’s common stock of $0.34 per share payable on March 31, 2016 , to shareholders of record at the close of business on March 10, 2016 .

Balance Sheet and Liquidity

As of December 31, 2015, the Company’s liquidity position included cash of $101.6 million and $393.8 million of availability under its $425.0 million revolving credit facility, net of $31.2 million of issued letters of credit against the revolving credit facility. Total debt outstanding at December 31, 2015 was $2.3 billion , primarily consisting of a $748.6 million term loan and $1.5 billion of senior unsecured notes, net of discounts and premiums.

Conference Call
The Company will host a conference call to discuss the results on February 25, 2016 at 4:30 p.m. Eastern Time. The conference call numbers are 888-500-6948 (U.S. callers) and 719-457-2506 (International callers) and the passcode for both is 4724256. Live and replay versions of the conference call will be webcast in the Investor Relations section of the Company’s website, www.OUTFRONTmedia.com.

Supplemental Materials

In addition to this press release, the Company has provided a supplemental earnings presentation which can be viewed on the Company’s website, www.OUTFRONTmedia.com.

About OUTFRONT Media Inc.
OUTFRONT Media (NYSE: OUT) 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.



Contact:
Investors:		Media:
Gregory Lundberg		Carly Zipp
Senior Vice President, Investor Relations		Director of Communications
(212) 297-6441		(212) 297-6479
greg.lundberg@OUTFRONTmedia.com		carly.zipp@OUTFRONTmedia.com

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, loss on real estate assets held for sale, 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 (loss) adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the non-cash effect of loss on real estate assets held for sale, 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, 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. For 2014, 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, as applicable. 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 year ended December 31, 2015 and 2014, by adjusting the three months and year ended December 31, 2014, to include incremental costs associated with operating as a stand-alone public company of $0.3 million, which were incurred in the three months ended December 31, 2015, and $6.3 million, which were incurred in the year ended December 31, 2015. We calculate operating income (loss), net income (loss), 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 year ended December, 2015 and 2014, by adjusting, as applicable, (1) 2014 to include incremental costs associated with operating as a stand-alone public company, net of tax, incurred in 2015, one month of interest expense, net of tax, incurred in 2015, relating to our entry into the term loan due in 2021 (the “Term Loan”), the $425.0 million revolving credit facility (the “Revolving Credit Facility”) and the issuance of $800.0 million of senior unsecured notes on January 31, 2014, and to exclude net gain (loss) on dispositions incurred in 2014, interest expense incurred 2014 related to an unused lender commitment to provide a senior unsecured bridge term loan facility associated with the Acquisition, income taxes that would not have been incurred had we been operating as a REIT throughout 2014, restructuring charges, net of tax, incurred in 2014, Acquisition costs, net of tax, incurred in 2014, and with respect to net income (loss), FFO and related per weighted average share and per adjusted weighted average share amounts only, an income tax benefit from the reversal of deferred tax liabilities due to our REIT conversion, (2) 2015 to exclude net gain (loss) on dispositions, restructuring charges, net of tax, and loss on real estate assets held for sale incurred in 2015, and (3) 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 2015 relating to our entry into the Term Loan, the Revolving Credit Facility, and the issuance of $800.0 million of senior unsecured notes on January 31, 2014, and amortization of deferred financing costs incurred in 2014, related to an unused lender commitment to provide a senior unsecured bridge term loan facility associated with the Acquisition. 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 year ended December 31, 2015, against the operating performance for the three months and year ended December 31, 2014, taking into account certain significant costs arising as a result of our separation from CBS Corporation, the Acquisition and our agreement to sell all of our equity interests in certain of our subsidiaries, which hold all of the assets of our outdoor advertising business in Latin America, 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 and adjusted weighted average shares for basic and diluted EPS and, on a REIT-comparable basis, operating income (loss), net income (loss), 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, are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, revenues, operating income (loss), net income (loss), weighted average shares outstanding for basic and diluted EPS, and net income (loss) 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.

Please see Exhibits 4-7 of this release for a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures.

Cautionary Statement Concerning 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 contracts on favorable terms; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; environmental, health and safety laws and regulations; seasonal variations; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; dependence on our management team and 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; cash available for distributions; hedging transactions; diverse risks in our international business; a breach of our security measures; failure to comply with regulations regarding privacy and data protection; 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; asset impairment charges for goodwill; our failure to remain qualified to be taxed as a REIT; REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities even if we remain qualified to be taxed as a REIT; complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; REIT ownership limits; complying with REIT requirements may limit our ability to hedge effectively; failure to meet the REIT income tests as a result of receiving non-qualifying income; even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT; the Internal Revenue Service (the “IRS”) may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; establishing an operating partnership as part of our REIT structure; our limited 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.

NOTES TO COVER TABLE

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"). For the three months ended December 31, 2015 and 2014 only, organic revenues includes revenues generated by the outdoor advertising businesses of Van Wagner Communications, LLC, which we acquired on October 1, 2014, and therefore owned in both periods.

Presents Adjusted OIBDA, on a REIT-comparable basis, by adjusting the three months ended December 31, 2015, to include incremental costs associated with operating as a stand-alone public company of $0.3 million , which were incurred in the three months ended December 31, 2015. Presents operating income (loss), net income (loss), FFO, AFFO and related per weighted average share and per adjusted weighted average share amounts, on a REIT-comparable basis, for the three months ended December 31, 2015 and 2014, by adjusting, as applicable, (1) 2014 to include incremental costs associated with operating as a stand-alone public company, net of tax, incurred in 2015, and to exclude net gain (loss) on dispositions incurred in 2014, restructuring charges, net of tax, incurred in 2014, Acquisition costs, net of tax, incurred in 2014, and with respect to net income (loss), FFO and related per weighted average share and per adjusted weighted average share amounts only, an income tax benefit from the reversal of deferred tax liabilities due to our REIT conversion, and (2) 2015 to exclude loss on real estate assets held for sale incurred in 2015.

See "Non-GAAP Financial Measures" for an explanation of these non-GAAP financial measures, and see Exhibits 4-7 in this document for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

EXHIBITS

Exhibit 1: CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) See Notes on Page 18



	Three Months Ended						Year Ended
	December 31,						December 31,
(in millions, except per share amounts)	2015			2014			2015			2014
Revenues:
Billboard	$	279.0		$	282.5		$	1,084.3		$	971.5
Transit and other	119.5			112.5			429.5			382.3
Total revenues	398.5			395.0			1,513.8			1,353.8
Expenses:
Operating	218.6			214.2			833.1			726.5
Selling, general and administrative	65.8			63.2			258.3			224.3
Restructuring charges	—			3.6			2.6			9.8
Acquisition costs	—			9.0			—			10.4
Loss on real estate assets held for sale	103.6			—			103.6			—
Net (gain) loss on dispositions	0.1			(1.1		)	0.7			(2.5		)
Depreciation	28.6			27.9			113.7			107.2
Amortization	29.3			27.7			115.4			95.0
Total expenses	446.0			344.5			1,427.4			1,170.7
Operating income (loss)	(47.5		)	50.5			86.4			183.1
Interest expense, net	(29.2		)	(27.5		)	(114.8		)	(84.8		)
Other expense, net	—			0.2			(0.4		)	(0.3		)
Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies	(76.7		)	23.2			(28.8		)	98.0
Benefit (provision) for income taxes	1.6			3.1			(5.4		)	206.0
Equity in earnings of investee companies, net of tax	1.2			1.5			4.8			2.9
Net income (loss)	$	(73.9	)	$	27.8		$	(29.4	)	$	306.9

Net income (loss) per common share:
Basic	$	(0.54	)	$	0.23		$	(0.21	)	$	2.69
Diluted	$	(0.54	)	$	0.23		$	(0.21	)	$	2.67

Weighted average shares outstanding:
Basic	137.6			120.2			137.3			114.3
Diluted	137.6			120.7			137.3			114.8

Net income (loss) per adjusted weighted average share ^(a) :
Basic	$	(0.54	)	$	0.20		$	(0.21	)	$	2.25
Diluted	$	(0.54	)	$	0.20		$	(0.21	)	$	2.24

Adjusted weighted average shares ^(a) :
Basic	137.6			136.6			137.3			136.5
Diluted	137.6			137.1			137.3			137.0

Exhibit 2: CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited) See Notes on Page 18



	As of
(in millions)	December 31, 2015			December 31, 2014
Assets:
Current assets:
Cash and cash equivalents	$	101.6		$	28.5
Receivables, less allowance ($8.9 in 2015 and $14.2 in 2014)	209.5			217.5
Deferred income tax assets, net	1.6			2.3
Prepaid lease and transit franchise costs	61.5			68.2
Other prepaid expenses	21.9			26.1
Assets held for sale	5.2			—
Other current assets	15.3			12.7
Total current assets	416.6			355.3
Property and equipment, net	701.7			782.9
Goodwill	2,074.7			2,154.2
Intangible assets	570.5			633.2
Other assets	81.7			98.0
Total assets	$	3,845.2		$	4,023.6

Liabilities:
Current liabilities:
Accounts payable	$	83.6		$	75.2
Accrued compensation	39.4			34.6
Accrued interest	19.5			18.0
Accrued lease costs	28.8			34.4
Other accrued expenses	35.3			47.4
Deferred revenues	20.7			18.6
Liabilities held for sale	25.0			—
Other current liabilities	13.3			27.0
Total current liabilities	265.6			255.2
Long-term debt	2,251.7			2,198.3
Deferred income tax liabilities, net	10.9			17.2
Asset retirement obligation	33.2			36.6
Other liabilities	71.2			70.8
Total liabilities	2,632.6			2,578.1

Commitments and contingencies

Stockholders’ equity:
Common stock (2015 - 450.0 shares authorized, and 137.6 shares issued
and outstanding; 2014 - 450.0 shares authorized, and 136.6 issued and outstanding)	1.4			1.4
Additional paid-in capital	1,934.3			1,911.2
Distribution in excess of earnings	(602.2		)	(377.0		)
Accumulated other comprehensive loss	(120.9		)	(90.1		)
Total stockholders’ equity	1,212.6			1,445.5
Total liabilities and stockholders’ equity	$	3,845.2		$	4,023.6

Exhibit 3: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) See Notes on Page 18



	Year Ended
	December 31,
(in millions)	2015			2014
Operating activities:
Net income (loss)	$	(29.4	)	$	306.9
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	229.1			202.2
Deferred tax (benefit) liability	(1.7		)	(249.5		)
Stock-based compensation	15.2			16.0
Provision for doubtful accounts	2.7			2.9
Accretion expense	2.5			2.3
Loss on real estate assets held for sale	103.6			—
Net (gain) loss on dispositions	0.7			(2.5		)
Equity in earnings of investee companies, net of tax	(4.8		)	(2.9		)
Distributions from investee companies	7.7			7.4
Amortization of deferred financing costs and debt discount and premium	6.3			12.1
Change in assets and liabilities, net of investing and financing activities:
Increase in receivables	(13.3		)	(0.6		)
Increase in prepaid expenses and other current assets	(2.7		)	(6.4		)
Decrease in accounts payable and accrued expenses	(25.9		)	(5.8		)
Increase (decrease) in deferred revenues	3.0			(9.8		)
Increase (decrease) in income taxes	1.2			(9.0		)
Other, net	(1.1		)	(0.5		)
Net cash flow provided by operating activities	293.1			262.8

Investing activities:
Capital expenditures	(59.2		)	(64.2		)
Acquisitions	(12.1		)	(735.7		)
Investment in investee company	—			(3.0		)
Proceeds from dispositions	8.9			4.5
Net cash flow used for investing activities	(62.4		)	(798.4		)

Financing activities:
Proceeds from IPO	—			615.0
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			599.3
Proceeds from borrowings under revolving credit facility	105.0			—
Repayments of long-term debt borrowings - term loan	(50.0		)	—
Repayments of borrowings under revolving credit facility	(105.0		)	—
Deferred financing fees	(3.3		)	(42.7		)
Distribution of debt and IPO proceeds to CBS	—			(2,038.8		)
Net cash contribution from CBS	—			49.3
Proceeds from stock option exercises	2.0			—
Taxes withheld for stock-based compensation	(4.3		)	—
Dividends	(196.3		)	(242.7		)
Other	(0.5		)	(0.8		)
Net cash flow provided by (used for) financing activities	(148.6		)	536.6

Effect of exchange rate changes on cash and cash equivalents	(3.3		)	(2.3		)
Net increase (decrease) in cash and cash equivalents	78.8			(1.3		)
Cash and cash equivalents at beginning of period	28.5			29.8
Cash reclassified to assets held for sale	(5.7		)	—
Cash and cash equivalents at end of period	$	101.6		$	28.5

Exhibit 3: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited) See Notes on Page 18



	Year Ended
	December 31,
(in millions)	2015	2014

Supplemental disclosure of cash flow information:
Cash paid for income taxes	5.8	53.0
Cash paid for interest	107.0	55.1

Non-cash investing and financing activities:
Accrued purchases of property and equipment	7.0	1.4
Issuance of stock for purchase of property and equipment	12.2	2.0
Taxes withheld for stock-based compensation	2.6	—

Exhibit 4: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION
(Unaudited) See Notes on Page 18



	Three Months Ended December 31, 2015
(in millions, except percentages)	U.S.			International			Corporate			Consolidated
Revenues:
Billboard	$	251.5		$	27.5		$	—		$	279.0
Transit and other	114.9			4.6			—			119.5
Total revenues	$	366.4		$	32.1		$	—		$	398.5
Organic revenues ^(b)
Billboard	$	250.7		$	27.5		$	—		$	278.2
Transit and other	114.9			4.6			—			119.5
Total organic revenues ^(b)	$	365.6		$	32.1		$	—		$	397.7
Non-organic revenues ^(c) :
Billboard	$	0.8		$	—		$	—		$	0.8
Transit and other	—			—			—			—
Total non-organic revenues ^(c)	$	0.8		$	—		$	—		$	0.8

Operating income (loss)	$	70.4		$	(105.1	)	$	(12.8	)	$	(47.5	)
Restructuring charges	—			—			—			—
Loss on real estate assets held for sale	—			103.6			—			103.6
Net (gain) loss on dispositions	0.1			—			—			0.1
Depreciation and amortization	52.1			5.8			—			57.9
Stock-based compensation	—			—			3.5			3.5
Adjusted OIBDA	$	122.6		$	4.3		$	(9.3	)	$	117.6

Adjusted OIBDA margin	33.5		%	13.4		%	*			29.5		%

Capital expenditures	$	13.8		$	2.4		$	—		$	16.2

	Three Months Ended December 31, 2014
(in millions, except percentages)	U.S.			International			Corporate			Consolidated			In Constant $ ^(d)
Revenues:
Billboard	$	249.2		$	33.3		$	—		$	282.5		$	276.8
Transit and other	107.2			5.3			—			112.5			111.6
Total revenues	$	356.4		$	38.6		$	—		$	395.0		$	388.4
Organic revenues ^(b)
Billboard	$	247.3		$	27.6		$	—		$	274.9		$	274.9
Transit and other	101.9			4.4			—			106.3			106.3
Total organic revenues ^(b)	$	349.2		$	32.0		$	—		$	381.2		$	381.2
Non-organic revenues ^(c) :
Billboard	$	1.9		$	5.7		$	—		$	7.6		$	1.9
Transit and other	5.3			0.9			—			6.2			5.3
Total non-organic revenues ^(c)	$	7.2		$	6.6		$	—		$	13.8		$	7.2

Operating income (loss)	$	75.8		$	0.3		$	(25.6	)	$	50.5
Restructuring charges	—			—			3.6			3.6
Acquisition costs	—			—			9.0			9.0
Net gain on dispositions	(1.2		)	0.1			—			(1.1		)
Depreciation and amortization	48.6			7.0			—			55.6
Stock-based compensation	—			—			3.0			3.0
Adjusted OIBDA	123.2			7.4			(10.0		)	120.6
Incremental stand-alone costs	0.2			—			(0.5		)	(0.3		)
Adjusted OIBDA, on a REIT-comparable basis	$	123.4		$	7.4		$	(10.5	)	$	120.3

Adjusted OIBDA margin	34.6		%	19.2		%	*			30.5		%
Adjusted OIBDA margin, on a REIT-comparable basis	34.6		%	19.2		%	*			30.5		%

Capital expenditures	$	19.4		$	1.2		$	—		$	20.6



	Year Ended December 31, 2015
(in millions, except percentages)	U.S.			International			Corporate			Consolidated
Revenues:
Billboard	$	969.8		$	114.5		$	—		$	1,084.3
Transit and other	410.5			19.0			—			429.5
Total revenues	$	1,380.3		$	133.5		$	—		$	1,513.8
Organic revenues ^(b)
Billboard	$	790.5		$	114.5		$	—		$	905.0
Transit and other	391.3			19.0			—			410.3
Total organic revenues ^(b)	$	1,181.8		$	133.5		$	—		$	1,315.3
Non-organic revenues ^(c) :
Billboard	$	179.3		$	—		$	—		$	179.3
Transit and other	19.2			—			—			19.2
Total non-organic revenues ^(c)	$	198.5		$	—		$	—		$	198.5

Operating income (loss)	$	251.3		$	(111.9	)	$	(53.0	)	$	86.4
Restructuring charges	2.6			—			—			2.6
Loss on real estate assets held for sale	—			103.6			—			103.6
Net loss on dispositions	0.6			0.1			—			0.7
Depreciation and amortization	205.1			24.0			—			229.1
Stock-based compensation	—			—			15.2			15.2
Adjusted OIBDA	$	459.6		$	15.8		$	(37.8	)	$	437.6

Adjusted OIBDA margin	33.3		%	11.8		%	*			28.9		%

Capital expenditures	$	53.3		$	5.9		$	—		$	59.2

	Year Ended December 31, 2014
(in millions, except percentages)	U.S.			International			Corporate			Consolidated			In Constant $ ^(d)
Revenues:
Billboard	$	838.4		$	133.1		$	—		$	971.5		$	951.2
Transit and other	360.4			21.9			—			382.3			379.2
Total revenues	$	1,198.8		$	155.0		$	—		$	1,353.8		$	1,330.4
Organic revenues ^(b)
Billboard	$	787.7		$	112.8		$	—		$	900.5		$	900.5
Transit and other	348.0			18.8			—			366.8			366.8
Total organic revenues ^(b)	$	1,135.7		$	131.6		$	—		$	1,267.3		$	1,267.3
Non-organic revenues ^(c) :
Billboard	$	50.7		$	20.3		$	—		$	71.0		$	50.7
Transit and other	12.4			3.1			—			15.5			12.4
Total non-organic revenues ^(c)	$	63.1		$	23.4		$	—		$	86.5		$	63.1

Operating income (loss)	$	244.3		$	(3.5	)	$	(57.7	)	$	183.1
Restructuring charges	—			—			9.8			9.8
Acquisition costs	—			—			10.4			10.4
Net gain on dispositions	(2.5		)	—			—			(2.5		)
Depreciation and amortization	174.4			27.8			—			202.2
Stock-based compensation	—			—			10.4			10.4
Adjusted OIBDA	416.2			24.3			(27.1		)	413.4
Incremental stand-alone costs	—			—			(6.3		)	(6.3		)
Adjusted OIBDA, on a REIT-comparable basis	$	416.2		$	24.3		$	(33.4	)	$	407.1

Adjusted OIBDA margin	34.7		%	15.7		%	*			30.5		%
Adjusted OIBDA margin, on a REIT-comparable basis	34.7		%	15.7		%	*			30.1		%

Capital expenditures	$	56.8		$	7.4		$	—		$	64.2

Exhibit 5: NON-GAAP CONSOLIDATED ADJUSTED STATEMENT OF OPERATIONS
(Unaudited) See Notes on Page 18



	Three Months Ended December 31,
	2015									2014
(in millions, except per share amounts)	Reported			Loss on Real Estate Assets Held for Sale (g)			REIT-Comparable			Reported			Net Gain on Dispositions(e)			Restructuring Charges (f)			Stand-Alone Costs (h)			Acquisition Costs (i)			REIT Tax Adjustment (k)			REIT - Comparable
Revenues	$	398.5		$	—		$	398.5		$	395.0		$	—		$	—		$	—		$	—		$	—		$	395.0
Operating	218.6						218.6			214.2																		214.2
Selling, general and administrative	65.8						65.8			63.2									0.3									63.5
Restructuring charges	—						—			3.6						(3.6		)										—
Acquisition costs	—						—			9.0												(9.0		)				—
Loss on real estate assets held for sale	103.6			(103.6		)	—			—																		—
Net gain on dispositions	0.1						0.1			(1.1		)	1.1															—
Depreciation	28.6						28.6			27.9																		27.9
Amortization	29.3						29.3			27.7																		27.7
Operating income (loss)	(47.5		)	103.6			56.1			50.5			(1.1		)	3.6			(0.3		)	9.0			—			61.7
Interest expense, net	(29.2		)				(29.2		)	(27.5		)																(27.5		)
Other expense, net	—						—			0.2																		0.2
Income before provision for income taxes and equity in earnings of investee companies	(76.7		)	103.6			26.9			23.2			(1.1		)	3.6			(0.3		)	9.0			—			34.4
Benefit (provision) for income taxes	1.6						1.6			3.1						(0.6		)	—			(1.2		)	(3.3		)	(2.0		)
Equity in earnings in investee companies, net of tax	1.2						1.2			1.5																		1.5
Net income (loss)	$	(73.9	)	$	103.6		$	29.7		$	27.8		$	(1.1	)	$	3.0		$	(0.3	)	$	7.8		$	(3.3	)	$	33.9

Net income (loss) per common share ^(l) :
Basic	$	(0.54	)				$	0.22		$	0.23																	$	0.28
Diluted	$	(0.54	)				$	0.21		$	0.23																	$	0.28

Net income (loss) per adjusted weighted average share ^(a)(m)(n) :
Basic	$	(0.54	)				$	0.22		$	0.20																	$	0.25
Diluted	$	(0.54	)				$	0.21		$	0.20																	$	0.25



	Year Ended December 31,
	2015															2014
(in millions, except per share amounts)	Reported			Net Loss on Dispositions (e)			Restructuring Charges (f)			Loss on Real Estate Assets Held for Sale (g)			REIT -Comparable			Reported			Net Gain on Dispositions (e)			Restructuring Charges (f)			Stand-Alone Costs (h)			Acquisition Costs (i)			Interest Expense (j)		REIT Tax Adjustment (k)			REIT - Comparable
Revenues	$	1,513.8		$	—		$	—		$	—		$	1,513.8		$	1,353.8		$	—		$	—		$	—		$	—		$	—	$	—		$	1,353.8
Operating	833.1												833.1			726.5																				726.5
Selling, general and administrative	258.3												258.3			224.3									6.3											230.6
Restructuring charges	2.6						(2.6		)				—			9.8						(9.8		)												—
Acquisition costs	—												—			10.4												(10.4		)						—
Loss on real estate assets held for sale	103.6									(103.6		)	—			—																				—
Net (gain) loss on dispositions	0.7			(0.7		)							—			(2.5		)	2.5																	—
Depreciation	113.7												113.7			107.2																				107.2
Amortization	115.4												115.4			95.0																				95.0
Operating income (loss)	86.4			0.7			2.6			103.6			193.3			183.1			(2.5		)	9.8			(6.3		)	10.4			—		—			194.5
Interest expense, net	(114.8		)										(114.8		)	(84.8		)													1.4					(83.4		)
Other expense, net	(0.4		)										(0.4		)	(0.3		)																		(0.3		)
Income before provision for income taxes and equity in earnings of investee companies	(28.8		)	0.7			2.6			103.6			78.1			98.0			(2.5		)	9.8			(6.3		)	10.4			1.4		—			110.8
Benefit (provision) for income taxes	(5.4		)	(0.4		)	(0.6		)				(6.4		)	206.0			0.4			(1.2		)	0.6			(1.3		)	—		(210.1		)	(5.6		)
Equity in earnings in investee companies, net of tax	4.8												4.8			2.9																	0.4			3.3
Net income (loss)	$	(29.4	)	$	0.3		$	2.0		$	103.6		$	76.5		$	306.9		$	(2.1	)	$	8.6		$	(5.7	)	$	9.1		$	1.4	$	(209.7	)	$	108.5

Net income (loss) per common share ^(l) :
Basic	$	(0.21	)										$	0.56		$	2.69																			$	0.95
Diluted	$	(0.21	)										$	0.56		$	2.67																			$	0.95

Net income (loss) per adjusted weighted average share ^(a)(m)(n) :
Basic	$	(0.21	)										$	0.56		$	2.25																			$	0.79
Diluted	$	(0.21	)										$	0.56		$	2.24																			$	0.79

Exhibit 6: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
(Unaudited) See Notes on Page 18



	Three Months Ended						Year Ended
	December 31,						December 31,
(in millions, except per share amounts)	2015			2014			2015			2014
Net income (loss)	$	(73.9	)	$	27.8		$	(29.4	)	$	306.9
Depreciation of billboard advertising structures	26.2			26.0			104.9			99.6
Amortization of real estate related intangible assets	13.3			12.7			55.8			44.9
Amortization of direct lease acquisition costs	10.2			9.6			36.3			33.8
Loss on real estate assets held for sale	103.6			—			103.6			—
Net (gain) loss on disposition of billboard advertising structures, net of tax	0.1			(1.7		)	0.3			(2.1		)
Adjustment related to equity-based investments	0.1			0.2			0.7			0.8
FFO	79.6			74.6			272.2			483.9
Restructuring charges, net of tax	—			3.0			2.0			8.6
Acquisition costs, net of tax ⁽ⁱ⁾	—			7.8			—			9.1
Income tax benefit from reversal of deferred tax liabilities due to REIT conversion ^(k)	—			(3.3		)	—			(235.6		)
Incremental stand-alone costs, net of tax ^(h)	—			(0.3		)	—			(5.7		)
Adjustment to interest expense, net of tax ^(j)	—			—			—			1.4
REIT tax adjustment ^(k)	—			—			—			25.3
FFO on a REIT-comparable basis	$	79.6		$	81.8		$	274.2		$	287.0

FFO per weighted average share outstanding ^(l) :
Basic	$	0.58		$	0.62		$	1.98		$	4.23
Diluted	$	0.58		$	0.62		$	1.98		$	4.22

FFO on a REIT-comparable basis, per adjusted weighted average share ^(a)(m)(n) :
Basic	$	0.58		$	0.60		$	2.00		$	2.10
Diluted	$	0.58		$	0.60		$	2.00		$	2.09

FFO	$	79.6		$	74.6		$	272.2		$	483.9
Adjustment for deferred income taxes	(1.6		)	(3.1		)	(1.7		)	(249.5		)
Cash paid for direct lease acquisition costs	(9.4		)	(8.5		)	(35.9		)	(32.8		)
Maintenance capital expenditures	(5.1		)	(7.9		)	(25.6		)	(23.3		)
Restructuring charges - severance, net of tax	—			1.3			2.0			3.7
Acquisition costs, net of tax ⁽ⁱ⁾	—			7.8			—			9.1
Other depreciation	2.4			1.9			8.8			7.6
Other amortization	5.8			5.4			23.3			16.3
Stock-based compensation	3.5			5.1			15.2			16.0
Non-cash effect of straight-line rent	(1.0		)	0.5			(0.3		)	(0.2		)
Accretion expense	0.6			0.6			2.5			2.3
Amortization of deferred financing costs	1.9			1.4			6.3			12.1
AFFO	76.7			79.1			266.8			245.2
Incremental stand-alone costs, net of tax ^(h)	—			(0.3		)	—			(5.7		)
Adjustment to interest expense, net of tax ^(j)	—			—			—			1.4
Incremental amortization of deferred financing costs	—			—			—			(7.2		)
REIT tax adjustment ^(k)	—			—			—			40.8
AFFO on a REIT-comparable basis	$	76.7		$	78.8		$	266.8		$	274.5

AFFO per weighted average share outstanding ^(l) :
Basic	$	0.56		$	0.66		$	1.94		$	2.15
Diluted	$	0.56		$	0.66		$	1.94		$	2.14

AFFO on a REIT-comparable basis, per adjusted weighted average share ^(a)(m)(n) :
Basic	$	0.56		$	0.58		$	1.94		$	2.01
Diluted	$	0.56		$	0.57		$	1.94		$	2.00

Exhibit 7: SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES
(Unaudited) See Notes on Page 18



	Three Months Ended						Year Ended
	December 31,						December 31,
(in millions)	2015			2014			2015			2014
Adjusted OIBDA	$	117.6		$	120.6		$	437.6		$	413.4
Interest expenses, net of amortization of deferred financing costs	(27.3		)	(26.1		)	(108.5		)	(72.7		)
Adjustment to interest expense, net of tax and amortization of deferred financing costs	—			—			—			(5.8		)
Current taxes	—			(2.0		)	(7.1		)	(43.5		)
REIT tax adjustment ^(k)	—			—			—			40.8
Cash paid for direct lease acquisition costs	(9.4		)	(8.5		)	(35.9		)	(32.8		)
Maintenance capital expenditures	(5.1		)	(7.9		)	(25.6		)	(23.3		)
Incremental stand-alone costs, net of tax ^(h)	—			(0.3		)	—			(5.7		)
Equity earnings of investee companies, net of tax	1.2			1.5			4.8			2.9
Adjustment related to equity-based investments	0.1			0.2			0.7			0.8
Non-cash effect of straight-line rent	(1.0		)	0.5			(0.3		)	(0.2		)
Accretion expense	0.6			0.6			2.5			2.3
Other expense	—			0.2			(1.4		)	(1.7		)
AFFO on a REIT-comparable basis	$	76.7		$	78.8		$	266.8		$	274.5

Exhibit 8: OPERATING EXPENSES

(Unaudited) See Notes on Page 18



	Three Months Ended						Year Ended
(in millions, except	December 31,				%		December 31,				%
percentages)	2015		2014		Change		2015		2014		Change
Operating expenses:
Billboard property lease	$	92.8	$	91.5	1.4	%	$	369.5	$	291.9	26.6	%
Transit franchise	63.8		60.1		6.2		227.3		203.9		11.5
Posting, maintenance and other	62.0		62.6		(1.0	)	236.3		230.7		2.4
Total operating expenses	$	218.6	$	214.2	2.1		$	833.1	$	726.5	14.7

Exhibit 9: EXPENSES BY SEGMENT

(Unaudited) See Notes on Page 18



	Three Months Ended						Year Ended
(in millions, except	December 31,				%		December 31,				%
percentages)	2015		2014		Change		2015		2014		Change
U.S.:
Operating expenses	$	197.4	$	190.3	3.7	%	$	743.9	$	626.1	18.8	%
SG&A expenses	46.4		42.9		8.2		176.8		156.5		13.0

International:
Operating expenses	21.2		23.9		(11.3	)	89.2		100.4		(11.2	)
SG&A expenses	6.6		7.3		(9.6	)	28.5		30.3		(5.9	)

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 conversion to a REIT for basic EPS. Adjusted weighted average shares for diluted EPS also include dilutive potential shares from grants of RSUs, PRSUs, and stock options.

(b)


(c)	Includes $0.8 million for the three months ended December 31, 2015 , and $198.5 million for the year ended December 31, 2015 , primarily related to acquisitions. Includes $13.8 million for the three months ended December 31, 2014 , and $86.5 million for the year ended December 31, 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 exchange rates between periods.


(e)	Adjustment to exclude net (gain) loss on dispositions.


(f)	Adjustment to exclude restructuring charges.


(g)	Adjustment to exclude loss on real estate assets held for sale.


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


(i)	Adjustment to reflect costs related to the Acquisition.

(j)

Adjustment to reflect interest expense, net of tax, to include one month of amortization of deferred financing costs incurred in 2015 relating to our entry into the Term Loan, the $425.0 million revolving credit facility and the issuance of $800.0 million of senior unsecured notes on January 31, 2014, and amortization of deferred financing costs incurred in 2014, related to an unused lender commitment to provide a senior unsecured bridge term loan facility associated with the Acquisition.


(k)	Adjustment to reflect tax balances as if we had been operating as a REIT for all respective periods.

(l)

Weighted average shares outstanding for basic and diluted EPS was 137.6 million shares for the three months ended December 31, 2015 . Weighted average shares outstanding for basic EPS was 120.2 million shares and was 120.7 million shares for diluted EPS for the three months ended December 31, 2014 . Weighted average shares outstanding for basic and diluted EPS was 137.3 million shares for the year ended December 31, 2015 . Weighted average shares outstanding for basic EPS was 114.3 million shares and was 114.8 million shares for diluted EPS for the year ended December 31, 2014 .

(m)

Adjusted weighted average shares for basic EPS reflects 137.6 million shares and for diluted EPS, reflects 137.6 million shares for the three months ended December 31, 2015 . Adjusted weighted average shares for basic EPS reflects 136.6 million shares and for diluted EPS, reflects 137.1 million shares for the three months ended December 31, 2014 . Adjusted weighted average shares for basic EPS reflects 137.3 million shares and for diluted EPS, reflects 137.3 million shares for the year ended December 31, 2015 . Adjusted weighted average shares for basic EPS reflects 136.5 million shares and for diluted EPS, reflects 137.0 million shares for the year ended December 31, 2014 . Dilutive EPS includes dilutive potential shares from grants of RSUs, PRSUs, and stock options, as applicable.


(n)	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 for EPS purposes.

* Calculation not meaningful

Exhibit 99.2

OUTFRONT MEDIA ANNOUNCES QUARTERLY DIVIDEND

New York, February 25, 2016 – OUTFRONT Media Inc. (NYSE: OUT) announced today that its board of directors has approved a quarterly cash dividend on the Company's stock of $0.34 per share payable on March 31, 2016 to shareholders of record at the close of business on March 10, 2016.

About OUTFRONT Media Inc.

OUTFRONT Media (NYSE: OUT) 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.

Contacts:

Investors:
Gregory Lundberg
(212) 297-6441
greg.lundberg@OUTFRONTmedia.com

Media:
Carly Zipp

(212) 297-6479

carly.zipp@OUTFRONTmedia.com