SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision to participate in this exchange offer. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus before making an investment decision to participate in this exchange offer.

Overview

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

We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON™ and cannot be turned off, skipped or fast-forwarded, and that it provides our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. We also believe that out-of-home is effective as a “stand-alone” media form, and as an integral part of a multi-media campaign, providing enhancements to mobile, social and on-line advertising by amplifying small screen messaging. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, creative design support and post-campaign tracking and analytics. We use a real-time mobile operations reporting system that enables proof of performance to customers. We have a diversified base of customers across various industries. Our largest categories of advertisers during the nine months ended September 30, 2014 were retail, television and healthcare/pharmaceuticals, which represented 9%, 9% and 8% of our total U.S. revenues, respectively, and during the year ended December 31, 2013, were retail, television and entertainment, which represented 10%, 8% and 7% of our total U.S. revenues, respectively. As a result of our diverse base of customers, in the United States, during the nine months ended September 30, 2014 and for the year ended December 31, 2013, no single industry contributed more than 9% and 10%, respectively, of our revenues and no single customer represented greater than 1.4% and 1.7%, respectively, of our revenues.

As of September 30, 2014, we had 459 digital billboard displays in the United States. The majority of our digital billboard displays have been converted from traditional static billboard displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy. Digital billboard displays have the potential to attract additional business from both new and existing customer categories. We believe that digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility to target audiences by time of day and to quickly launch new advertising campaigns. In addition, digital billboard displays enable us to run multiple advertisements on each display (up to eight per minute). As a

 

result, digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. As the costs to convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011.

We generally (i) own the physical billboard structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon and (iii) lease the underlying sites. These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. We estimate that approximately 75% of our billboard structures in the United States are “legal nonconforming” billboards, meaning they were legally constructed under laws in effect at the time they were built, but could not be constructed under current laws. These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of September 30, 2014, we had approximately 22,800 lease agreements with approximately 18,400 different landlords. A substantial number of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords.

We manage our business through the following two segments:

United States. As of September 30, 2014, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the United States. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, our U.S. segment generated 20% of its revenues in the New York City metropolitan area and 13% and 12%, respectively, of its revenues in the Los Angeles metropolitan area. For the nine months ended September 30, 2014, our U.S. segment generated $842.4 of revenues and $293.0 of Adjusted OIBDA. For the year ended December 31, 2013, our U.S. segment generated $1.13 billion of revenues and $406.4 million of Adjusted OIBDA.

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. For the nine months ended September 30, 2014, our International segment generated $116.4 million of revenues and $16.9 million of Adjusted OIBDA. For the year ended December 31, 2013, our International segment generated $163.9 million of revenues and $29.1 million of Adjusted OIBDA.

The Acquisition

On October 1, 2014, we completed the Acquisition for $690.0 million in cash, plus working capital adjustments. The Acquisition was funded with cash on hand and the net proceeds from the issuance and sale of $450.0 million aggregate principal amount of 2025 original notes and $150.0 million aggregate principal amount of 2022 original notes. The Acquired Business constitutes the largest U.S. private portfolio of outdoor advertising assets. These assets are located throughout the United States in top Nielson Designated Market Areas, such as New York, Los Angeles, Chicago, Philadelphia and Dallas, and include “top of the pyramid” and iconic locations. We believe that the Acquired Business will further leverage our operating expense infrastructure. In addition, the geographic distribution and quality of the assets acquired will enhance our advertising platform and further complement our national advertiser strategies. For the nine months ended September 30, 2014 and the year ended December 31, 2013, the Acquired Business generated revenue of $152.1 million and $206.3 million, respectively. See “The Acquisition.”

 

History

Our corporate history can be traced back to companies that helped to pioneer the growth of out-of-home advertising in the United States, such as Outdoor Systems, Inc., 3M National, Gannett Outdoor and TDI Worldwide Inc. In 1996, a predecessor of CBS acquired TDI Worldwide Inc., which specialized in transit advertising. Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and Vendor (a Mexican outdoor advertising company) and many local operators in the United States, Canada and Mexico. In 2008, a subsidiary of CBS expanded our business into South America through the acquisition of International Outdoor Advertising Holdings Co., which operated in Argentina, Brazil, Chile and Uruguay. The company that we are today represents the hard-to-replicate combination of the assets of all of these businesses, as well as other acquisitions and internally developed assets.

On April 2, 2014, we completed an initial public offering (the “IPO”) of our common stock. On April 16, 2014, CBS received a private letter ruling from the Internal Revenue Service (the “IRS”) with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, CBS completed the CBS Exchange Offer, and in connection with the CBS Exchange Offer, CBS disposed of all of its shares of our common stock. On July 16, 2014, in connection with the Separation, we ceased to be a member of the CBS consolidated tax group, and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for our tax year commencing July 17, 2014 and ending December 31, 2014.

On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.”, and its common stock began trading on the New York Stock Exchange under its new ticker symbol “OUT”.

Business Strengths

Large-Scale Out-of-Home Advertising Platform. We believe our large-scale portfolio of advertising structures and sites, which will be increased by the Acquisition, provides a compelling value proposition to our customers because of our national footprint, large market presence and strategically placed assets in high-traffic locations. A number of our displays are located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. The size of our portfolio provides us with economies of scale that allow us to operate, invest and grow our business in an efficient manner. For example, it allows us to cost-effectively roll out new technologies, such as digital billboard displays, and to efficiently service our customers’ campaigns through enhanced audience delivery, measurement and reporting capabilities.

Out-of-Home Advertising Is an Impactful and Cost-Effective Medium. Unlike other types of media, such as television, radio and the Internet, out-of-home advertising is ALWAYS ON™. It cannot be turned off, skipped or fast-forwarded. We believe that this helps our customers to better reach their target audiences. In addition, using out-of-home advertising can be a cost-effective way for advertisers to reach an audience relative to other forms of media; in 2012, outdoor advertising had an average cost per thousand impressions or “CPM” of $5.22 (i.e., on average, advertisers pay $5.22 for every thousand views of their advertisements on out-of-home advertising structures and sites), as compared with $14.98 for television and $35.50 for newspapers, according to a 2013 SNL Kagan report on Economics of Outdoor & Out-of-Home Advertising.

Significant Presence in Large Metropolitan Markets. Our portfolio includes advertising structures and sites in all of the 25 largest markets in the United States, covering approximately 50% of the U.S. population. We believe that our positions in major metropolitan markets, such as New York City, Los Angeles, Chicago,

 

Washington, D.C. and San Francisco, are desirable to customers wishing to reach large audiences. We believe that our strong positions in these markets provide us with an advantage in attracting national advertising campaigns and enable us to take advantage of increased urbanization within the United States. Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. The addition of the Acquired Business will enhance our presence in major metropolitan markets and provide more opportunities to attract national advertising campaigns. For each of the nine months ended September 30, 2014 and the year ended December 31, 2013, we generated approximately 40% of our U.S. revenues from national advertising campaigns. Many of our advertising displays are located in strategic locations with limited supply, including the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York.

Diverse and Long-Standing Customer Base. Our revenues are derived from a broad, diverse set of national, regional and local customers across a range of industries. During the year ended December 31, 2013, in the United States, we served approximately 19,700 customers and no single customer contributed more than 1.7% of our revenues. Our broad customer base includes companies in the entertainment, retail, healthcare, telecom, restaurant, financial services, travel and leisure and automotive industries. For the nine months ended September 30, 2014, in the United States, no single industry contributed more than 9% of our revenues. For the year ended December 31, 2013, in the United States, no single industry contributed more than 10% of our revenues. Many of our customers have utilized out-of-home advertising for decades and have been our customers for many years.

Strong Profitability and Significant Cash Flow Generation. Our business has been highly profitable and has generated significant cash flows. In the nine months ended September 30, 2014, our U.S. Adjusted OIBDA margin was 35%. In 2013, our U.S. Adjusted OIBDA margin was 36%. We also benefit from significant operating leverage due to our high proportion of fixed costs, which allows us to generate significant OIBDA and cash flows from incremental revenues. In the nine months ended September 30, 2014, we generated cash flows from operating activities of $184.5 million. In 2013, we generated cash flows from operating activities of $278.4 million. In addition, most of our capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital billboard displays.

Experienced Management. Members of our management team have served as ambassadors for the promotion of out-of-home advertising as a preferred advertising medium, and we believe that they have been instrumental in the development of industry-wide initiatives to improve audience measurement and targeting capabilities. Our management team includes members of the board and committees of the Outdoor Advertising Association of America and other personnel who are closely involved in advocacy for constituents of the out-of-home advertising industry, including advertisers, consumers and communities.

Growth Strategy

Continued Conversion to Digital Billboard Displays. Increasing the number of digital billboard displays in our most heavily trafficked locations is an important element of our organic growth strategy, as digital billboard displays have the potential to attract additional business from both new and existing customers. Digital billboard displays generate approximately three to four times more revenue per display on average than traditional static billboard displays, and digital billboard displays generate higher profits and cash flows than traditional static billboard displays. In addition, digital billboard displays are attractive to our customers because they allow for the development of richer and more visually engaging messages and provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns. As of September 30, 2014, we had 459 digital billboard displays in the United States, representing less than 1% of our total billboard displays in the United States. At the completion of the Acquisition, we added 16 digital assets. As the costs to

 

convert traditional static billboard displays to digital billboard displays have declined, we have accelerated our conversion efforts, adding approximately 113 digital billboard displays during the nine months ended September 30, 2014, approximately 110 digital billboard displays in each of 2013 and 2012 and approximately 70 digital billboard displays in 2011. We intend to spend a significant portion of our capital expenditures in the coming years to continue to increase the number of digital billboard displays in our portfolio.

Drive Enhanced Revenue Management. We focus heavily on inventory management and advertising rate pricing to improve revenue yield over time across our portfolio of advertising structures and sites. By carefully managing our pricing on a market-by-market and display-by-display basis, we aim to improve profitability. We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.

Increased Use of Social Media and Mobile Technology Engagement. We believe there is potential for growth in the reach and effectiveness of out-of-home advertising through increased use of social media and mobile technology engagement. In the coming years, we intend to pursue these opportunities, including through possible strategic alliances and partnerships with social media and mobile technology companies.

Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small “tuck-in” transactions to larger acquisitions. See “—The Acquisition”. There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.

Our national footprint in the United States and significant presence in Canada and the countries in which we operate in Latin America provide us with an attractive platform on which to add additional advertising structures and sites. Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional advertising businesses and structures and sites on a case-by-case basis.

Encourage Adoption of New Audience Measurement Systems. We believe that the accelerated adoption of the out-of-home advertising industry’s audience measurement system, the TAB Out-of-Home Ratings, will enhance the value of out-of-home advertising media by providing our customers with improved audience measurement and the ability to target by gender, age, ethnicity and income. We believe that by providing a consistent and reliable audience measurement metric comparable to those used by other media formats, the TAB Out-of-Home Ratings encourages the incorporation of out-of-home advertising media by independent marketing specialists and advertising agencies that increasingly rely on analytical models to design marketing campaigns.

Our Advertising Structures and Sites

Our advertising structures and sites are geographically diversified across 39 states and seven countries, as well as Washington D.C. and Puerto Rico. The following tables set forth information regarding the geographic diversification of our advertising structures and sites, which are listed in order of contributions to total revenue, information regarding the geographic diversification of the portfolio of outdoor advertising assets that constitute the Acquired Business and information regarding our advertising structures and sites combined with those of the Acquired Business.

 

The Company

 

		Percentage of Revenues for the Year Ended December 31, 2013																Number of Displays as of December 31, 2013
Location (Metropolitan Area)		Static Billboard Displays				Digital Billboard Displays				Transit and Other Displays				Total Displays				Static Billboard Displays				Digital Billboard Displays				Transit and Other Displays				Total				Percentage of Total Displays
New York, NY			3	%			9	%			52	%			17	%			164				6				168,435				168,605				47	%
Los Angeles, CA			11	%			5	%			13	%			11	%			3,829				6				41,268				45,103				13	%
State of New Jersey			5	%			11	%			<1	%			4	%			4,102				19				—				4,121				1	%
Miami, FL			4	%			3	%			2	%			3	%			1,038				13				12,801				13,852				4	%
Houston, TX			5	%			2	%			<1	%			3	%			1,205				8				—				1,213				<1	%
Detroit, MI			4	%			8	%			1	%			3	%			2,353				22				13,483				15,858				4	%
Washington, D.C.			<1	%			—				10	%			3	%			11				—				19,761				19,772				6	%
San Francisco, CA			3	%			9	%			1	%			3	%			1,442				13				545				2,000				1	%
Atlanta, GA			2	%			7	%			3	%			3	%			2,418				35				16,361				18,814				5	%
Chicago, IL			3	%			2	%			<1	%			3	%			956				7				—				963				<1	%
Dallas, TX			3	%			5	%			1	%			3	%			723				18				294				1,035				<1	%
Tampa, FL			3	%			5	%			<1	%			2	%			1,678				25				—				1,703				<1	%
Phoenix, AZ			2	%			6	%			1	%			2	%			1,831				47				3,120				4,998				1	%
Orlando, FL			2	%			3	%			<1	%			2	%			1,548				15				—				1,563				<1	%
St. Louis, MO			2	%			2	%			<1	%			1	%			1,455				11				—				1,466				<1	%
All Other United States and Puerto Rico			32	%			22	%			5	%			24	%			19,968				128				8,851				28,947				8	%
Total United States			85	%			99	%			91	%			87	%			44,721				373				284,919				330,013				93	%
Canada			7	%			1	%			5	%			7	%			6,036				18				8,327				14,381				4	%
Mexico			5	%			—				1	%			3	%			4,656				1				87				4,744				1	%
South America			3	%			—				3	%			3	%			2,402				—				4,648				7,050				2	%
Total International			15	%			1	%			9	%			13	%			13,094				19				13,062				26,175				7	%
Total			100	%			100	%			100	%			100	%			57,815				392				297,981				356,188				100	%
Total revenues (in millions)		$	852.5			$	73.2			$	368.3			$	1,294.0

 

The Company and the Acquired Business Combined

 

Number of Displays as of December 31, 2013
Location (Metropolitan Area)		Static Billboard Displays (Acquired Business)				Static Billboard Displays (Combined)				Digital Billboard Displays (Acquired Business)				Digital Billboard Displays (Combined)				Transit and Other Displays (Acquired Business)				Transit and Other Displays (Combined)				Total (Acquired Business)				Total (Combined)				Percentage of Total Displays (Acquired Business)				Percentage of Total Displays (Combined)
New York, NY			266				430				12				18				4,613				173,048				4,891				173,496				54	%			47	%
Los Angeles, CA			611				4,440				3				9				331				41,599				945				46,048				10	%			13	%
State of New Jersey			—				4,102				—				19				—				—				—				4,121				—				1	%
Miami, FL			22				1,060				—				13				851				13,652				873				14,725				10	%			4	%
Houston, TX			—				1,205				—				8				—				—				—				1,213				—				<1	%
Detroit, MI			—				2,353				—				22				—				13,483				—				15,858				—				4	%
Washington, D.C.			15				26				—				—				58				19,819				73				19,845				<1	%			5	%
San Francisco, CA			46				1,488				—				13				219				764				265				2,265				3	%			1	%
Atlanta, GA			—				2,418				—				35				—				16,361				—				18,814				—				5	%
Chicago, IL			44				1,000				—				7				643				643				687				1,650				8	%			<1	%
Dallas, TX			7				730				—				18				—				294				7				1,042				<1	%			<1	%
Tampa, FL			—				1,678				—				25				—				—				—				1,703				—				<1	%
Phoenix, AZ			—				1,831				—				47				—				3,120				—				4,998				—				1	%
Orlando, FL			—				1,548				—				15				—				—				—				1,563				—				<1	%
St. Louis, MO			—				1,455				—				11				—				—				—				1,466				—				<1	%
All Other United States and Puerto Rico			61				20,029				—				128				1,337				10,188				1,398				30,345				15	%			8	%
Total United States			1,072				45,793				15				388				8,052				292,971				9,139				339,152				100	%			93	%
Canada			—				6,036				—				18				—				8,327				—				14,381				—				4	%
Mexico			—				4,656				—				1				—				87				—				4,744				—				1	%
South America			—				2,402				—				—				—				4,648				—				7,050				—				2	%
Total International			—				13,094				—				19				—				13,062				—				26,175				—				7	%
Total			1,072				58,887				15				407				8,052				306,033				9,139				365,327				100	%			100	%

Our Industry

Advertisers utilize out-of-home media to reach national, regional and local audiences in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes, as well as throughout municipal transit systems. In 2013, out-of-home advertising spending in the United States totaled $7.9 billion, or 4.7% of the $167.3 billion that was spent across all U.S. major media categories, according to a 2014 Zenith Optimedia study on Advertising Expenditure Forecasts. Based on this study, since 2002, out-of-home advertising spending in the United States has increased at a 4.38% compound annual growth rate, has increased as a percentage of total media spending from 3.5% to 4.7% and is projected to continue gaining market share.

 

According to the report, out-of-home advertising spending in the United States is expected to grow at a compound annual growth rate of 4.8% from 2013 through 2016, and growth is expected to be 11.3% over the same time period for Latin America.

Out-of-home advertising is conducted through the following types of advertising structures and sites:

Billboards. Out-of-home advertising companies generally own billboards, which are located on sites leased through agreements with property owners. Billboard displays can be either static or digital and can come in a variety of forms, including on freestanding billboards and on the exterior and roofs of buildings. Billboards are generally classified by size as bulletins, posters or junior posters:

 

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Bulletins vary in size and are most typically 14 feet high and 48 feet wide. Located along primary commuting routes, including major expressways and main intersections, bulletins garner high monthly rental rates because of their size and impact in highly trafficked areas.

 

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Posters vary in size and are most typically 10 feet 5 inches high and 22 feet 8 inches wide, while junior posters are most typically 5 feet high and 11 feet wide. Located in commercial areas and near point-of-purchase locations, posters and junior posters are highly visible to vehicular traffic and are often placed in local neighborhoods where bulletins are not permitted under zoning laws.

Digital billboard displays represent approximately 1.4% of the current out-of-home billboard market with 5,200 displays, according to the Outdoor Advertising Association of America. The digital billboard display market is a targeted growth opportunity for many of the out-of-home advertising industry’s major participants. Digital billboard displays eliminate the need to physically change advertisement material, thereby resulting in reduced production costs. Digital billboard displays have also been met with high demand from advertisers due to the increased consumer engagement they allow in comparison to traditional out-of-home advertising mediums.

Transit and Other. Advertising displays are also placed on the interior and exterior of rail and subway cars and buses, as well as on benches, trains, trams, transit shelters, urban panels (i.e., smaller-sized billboards located at transit entrances), street kiosks and transit platforms. Out-of-home advertising companies generally hold multiyear contracts with municipalities and transit operators for the exclusive right to display advertising copy on their properties.

Our Tax Status

On April 16, 2014, CBS received a private letter ruling from the IRS with respect to certain issues relevant to our ability to qualify as a REIT. On July 16, 2014, we ceased to be a member of the CBS consolidated tax group and on July 17, 2014, we began operating in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes for the tax year commencing July 17, 2014, and ending December 31, 2014.

As long as we remain qualified to be taxed as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which we lose our REIT qualification. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income or property, and the income of our taxable REIT subsidiaries (“TRSs”) will be subject to taxation at regular corporate rates. Our qualification to be taxed as a REIT will depend upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue

 

Code of 1986, as amended (the “Code”), related to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe we are organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that our manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.

In order to comply with certain REIT qualification requirements, on October 29, 2014, our board of directors approved the E&P Purge, comprised of a special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date. The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock. Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock. Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. We will issue approximately 16.5 million new shares of our common stock on December 31, 2014 in connection with the special dividend. The number of shares to be issued was determined based on the volume weighted average price of our common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share. A portion ($100.0 million) of the IPO proceeds was retained by us and will be applied to the cash portion of the E&P Purge. CBS will transfer the balance of the cash portion of the E&P Purge (approximately $9.5 million) to us prior to the special dividend to stockholders.

Prior to the Separation, we were a member of CBS’s consolidated tax group and were taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., we were subject to taxation at regular corporate rates). Pursuant to the tax matters agreement that we entered into with CBS, we are liable to pay CBS for any taxes imposed on or related to us while we were a member of the CBS consolidated tax group. The tax matters agreement also separately allocates among the parties any tax liability arising as a result of any failure of the Separation to qualify as a tax-free transaction based on actions taken during the two-year period following the Separation. After the Separation, CBS ceased to own at least 80% of our outstanding common stock, and as a result, we were no longer a member of CBS’s consolidated tax group.

Distribution Policy

On April 28, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on June 30, 2014 to stockholders of record at the close of business on June 9, 2014. On August 6, 2014, we announced that our board of directors had authorized a quarterly cash dividend of $0.37 per share on our common stock, which was paid on September 30, 2014 to stockholders of record at the close of business on September 9, 2014. On October 29, 2014, we announced that our board of directors had authorized a quarterly cash dividend $0.37 per share on our common stock, which was paid on December 15, 2014 to stockholders of record at the close of business on November 18, 2014. On October 29, 2014, our board of directors approved a special dividend of approximately $547.7 million to our stockholders in connection with our conversion to a REIT, which is payable on December 31, 2014, to stockholders of record on November 20, 2014. See “—Our Tax Status.” These dividend amounts are based on our historical results of operations and cash flows, and our pro forma results of operations. We believe this financial information provides a reasonable basis to evaluate our ability to pay future dividends.

U.S. federal income tax law generally requires that, to maintain our status as a REIT, we must distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and

 

excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We intend to pay regular quarterly distributions to holders of our common stock in an amount not less than 100% of our REIT taxable income (determined before the deduction for dividends paid).

Distributions that we make will be authorized and determined by our board of directors in its sole discretion out of assets legally available therefor. While we anticipate maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of the board of directors, and distributions will be declared based upon various factors, including but not limited to: the amount of the E&P Purge, future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on our ability to use cash generated in the TRSs to fund distributions and applicable law. We may need to increase our borrowings in order to fund our intended distributions. We expect that, at least initially, our distributions may exceed our net income under GAAP, due, in part, to noncash expenses included in net income (loss).

We anticipate that our distributions generally will be taxable as ordinary income to our stockholders, although we may designate a portion of the distributions as qualified dividend income or capital gain dividends and a portion of the distributions may constitute a return of capital or be taxable as capital gain. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income dividends, return of capital, qualified dividends, income or capital gain dividends or nondividend distributions. Our debt agreements permit us to make cash distributions in order to maintain our status as a REIT, subject to certain conditions.

Corporate Information

Our principal executive offices are located at 405 Lexington Avenue, 17th Floor, New York, NY 10174. Our telephone number is (212) 297-6400.

 

The Exchange Offer

 

The Exchange Offer

This is an offer to exchange, in denominations of $2,000 and multiples of $1,000 in excess thereof, exchange notes for like amounts of original notes. The exchange notes are substantially identical to the applicable series of original notes, except that the exchange notes generally will be freely transferable. Based upon interpretations by the staff of the Securities and Exchange Commission, or the SEC, set forth in no action letters issued to unrelated third parties, we believe that you can transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:

 

•

acquire the exchange notes in the ordinary course of your business;

 

•

are not and do not intend to become engaged in a distribution of the exchange notes;

 

•

are not an “affiliate” (within the meaning of the Securities Act) of ours;

 

•

are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes from us or our affiliates; and

 

•

are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes in a transaction as part of its market-making or other trading activities.

 

If any of these conditions are not satisfied and you transfer any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. See “The Exchange Offer—Purpose of the Exchange Offer.”

 

Registration Rights Agreements

Under registration rights agreements applicable to the original notes, we have agreed to use our commercially reasonable best efforts to consummate the exchange offer or cause the original notes to be registered under the Securities Act to permit resales. If we are not in compliance with our obligations under the registration rights agreements, additional interest will accrue on the original notes in addition to the interest that otherwise is due on the original notes. If the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no additional interest beyond the interest that otherwise is due on the original notes will be payable on the original notes. The exchange notes will not contain any provisions regarding the payment of additional interest. See “The Exchange Offer—Additional Interest.”

 

Minimum Condition

This exchange offer is not conditioned on any minimum aggregate principal amount of any series of original notes being tendered in the exchange offer.

 

Expiration Date

The exchange offer will expire at 9:00 a.m., New York City time, on                 , 2014, unless we extend it with respect to any series of original notes.

 

Exchange Date

We will accept original notes for exchange at the time when all conditions of the exchange offer are satisfied or waived. We will deliver the exchange notes promptly after we accept the original notes.

 

Conditions to the Exchange Offer

Our obligation to complete the exchange offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend this exchange offer at any time prior to the expiration date upon the occurrence of certain specified events.

 

Withdrawal Rights

You may withdraw the tender of your original notes at any time before the expiration of this exchange offer on the expiration date. Any original notes not accepted for any reason will be returned to you without expense as promptly as practicable after the expiration or termination of this exchange offer.

 

Procedures for Tendering Original Notes

See “The Exchange Offer—How to Tender.”

 

 

United States Federal Income Tax Consequences

Your exchange of an original note for an exchange note of the corresponding series will not constitute a taxable exchange and you will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to the exchange offer. See “United States Federal Income Tax Consequences.”

 

Effect on Holders of Original Notes

If this exchange offer is completed on the terms and within the period contemplated by this prospectus, holders of original notes will have no further registration or other rights under the registration rights agreements, except under limited circumstances. See “The Exchange Offer—Other.”

 

Holders of original notes who do not tender their original notes will continue to hold those original notes. All untendered, and tendered but unaccepted original notes, will continue to be subject to the transfer restrictions provided for in the original notes and the indentures. To the extent that original notes are tendered and accepted in this exchange offer, the trading market, if any, for the applicable series of original notes could be adversely affected. See “Risk Factors—Risks Related to the Exchange Offer—You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer,” “Risk Factors—Risks Related to the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer” and “The Exchange Offer—Other.”

 

Appraisal Rights

Holders of original notes do not have appraisal or dissenters’ rights under applicable law or the applicable indenture. See “The Exchange Offer—Terms of the Exchange Offer.”

 

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer.

 

Exchange Agent

Deutsche Bank Trust Company Americas, the trustee under the indentures, is serving as the exchange agent in connection with this exchange offer.

 

Terms of the Exchange Notes

 

Issuers

Finance LLC and Finance Corp.

 

Exchanges Notes

$550,000,000 aggregate principal amount of 5.250% Senior Notes due 2022.

 

$400,000,000 aggregate principal amount of 5.625% Senior Notes due 2024.

 

$450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025.

 

Maturity Date

The 2022 exchange notes will mature on February 15, 2022.

 

The 2024 exchange notes will mature on February 15, 2024.

 

The 2025 exchange notes will mature on March 15, 2025.

 

Interest

The 2022 exchange notes will bear interest at a rate of 5.250% per annum, the 2024 exchange notes will bear interest at rate of 5.625% per annum and the 2025 exchange notes will bear interest at a rate of 5.875% per annum.

 

Interest Payment Dates

Interest is payable on the 2022 exchange notes on May 15 and November 15 of each year, commencing on May 15, 2014.

 

Interest is payable on the 2024 exchange notes on May 15 and November 15 of each year, commencing on May 15, 2014.

 

Interest is payable on the 2025 exchange notes on March 15 and September 15 of each year, commencing on March 15, 2015.

 

At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for.

 

Guarantees

The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities. If the Issuers cannot make payments on the exchange notes when they are due, the Guarantors must make the payments instead. Each of the entities comprising the Acquired Business (other than joint ventures) are Guarantors.

 

Ranking

The exchange notes and the guarantees will be the senior unsecured obligations of the Issuers and the Guarantors. The exchange notes will rank:

 

•

pari passu in right of payment with each Issuer’s existing and future senior indebtedness, including the Senior Credit Facilities;

 

•

senior in right of payment to each Issuer’s future subordinated indebtedness;

 

•

effectively subordinated to all secured indebtedness of each Issuer (including the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

 

•

structurally subordinated to all existing and future indebtedness and liabilities of the Issuers’ subsidiaries that do not guarantee the notes.

 

Each of the guarantees will rank:

 

•

pari passu in right of payment with each Guarantor’s existing and future senior indebtedness, including the guarantees under the Senior Credit Facilities;

 

•

senior in right of payment to each Guarantor’s future subordinated indebtedness;

 

•

effectively subordinated to all secured indebtedness of each Guarantor (including the guarantees under the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

 

•

structurally subordinated to all existing and future indebtedness and liabilities of the Guarantors’ subsidiaries (other than the Issuers in the case of the Company) that do not guarantee the notes.

 

As of September 30, 2014, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, we would have had consolidated secured indebtedness of approximately $798.2 million.

 

Our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $116.4 million, or 12%, of our total revenue and approximately $16.9 million, or 6%, of our Adjusted OIBDA, in each case, for the nine months ended September 30, 2014, and approximately $163.9 million, or 13%, of our total revenue and approximately $29.1 million, or 7%, of our Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $352.2 million and approximately $383.6 million, or 10% and 11%, of our total assets as of September 30, 2014 and December 31, 2013, respectively.

 

On a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $116.4 million, or 10%, of our total revenue and approximately $16.9 million, or 5%, of our Adjusted OIBDA, in each case, for the nine months ended September 30, 2014, and approximately $163.9 million, or 11%, of our total revenue and approximately $29.1 million, or 7%, of our Adjusted OIBDA, in each case, for the year ended December 31, 2013. In addition, on a pro forma basis, after giving effect to the Acquisition and the Acquisition Borrowings, our non-guarantor subsidiaries (other than the Issuers) accounted for approximately $383.6 million, or 9% of our total assets as of September 30, 2014.

 

Optional Redemption

With respect to the 2022 notes:

 

The Issuers may redeem some or all of the 2022 notes at any time, or from time to time, on or after February 15, 2017 at the prices and as described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

 

Prior to February 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2022 notes issued under the 2022 & 2024 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2022 notes originally issued under the 2022 & 2024 indenture remains outstanding after such redemption.

 

In addition, the Issuers may redeem some or all of the 2022 notes at any time, or from time to time, prior to February 15, 2017, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

 

With respect to the 2024 notes:

 

The Issuers may redeem some or all of the 2024 notes at any time, or from time to time, on or after February 15, 2019, at the prices and as described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

 

Prior to February 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2025 notes issued under the 2022 & 2024 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2024 notes originally issued under the 2022 & 2024 indenture remains outstanding after such redemption.

 

In addition, the Issuers may redeem some or all of the 2024 notes at any time, or from time to time, prior to February 15, 2019, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

 

With respect to the 2025 notes:

 

The Issuers may redeem some or all of the 2025 notes at any time, or from time to time, on or after September 15, 2019, at the prices and as

 

described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Optional Redemption,” together with accrued and unpaid interest, if any, to the date of redemption.

 

Prior to September 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the 2025 notes issued under the 2025 indenture, in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the 2025 notes originally issued under the 2025 indenture remains outstanding after such redemption.

 

In addition, the Issuers may redeem some or all of the 2025 notes at any time, or from time to time, prior to September 15, 2019, at a price equal to 100% of the principal amount of the notes to be redeemed, plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption.

 

Change of Control Offer

If we experience a change of control accompanied by a decline in the rating of either series of exchange notes, each holder of such series of exchange notes will have the right to require us to repurchase all or any part of their exchange notes of such series at a purchase price of 101% of the aggregate principal amount of such exchange notes, plus accrued and unpaid interest, if any, to the applicable repurchase date. See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Change of Control.”

 

Asset Sale Offer

If the Company or its restricted subsidiaries sell assets under certain circumstances and do not apply the proceeds as provided in “Description of the Exchange Notes,” the Company or any restricted subsidiary must use the excess proceeds from such asset sales to offer to repurchase the exchange notes at a repurchase price equal to 100% of the principal amount of the exchange notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Asset Sales.”

 

Certain Covenants

The 2022 & 2024 indenture and 2025 indenture each contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to:

 

•

incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock;

 

•

pay dividends on, repurchase or make distributions in respect of the Company’s or Finance LLC’s capital stock or make other restricted payments;

 

•

make certain investments or acquisitions;

 

•

sell, transfer or otherwise convey certain assets;

 

•

create liens;

 

•

enter into sale/leaseback transactions;

 

•

enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers;

 

•

consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets;

 

•

enter into transactions with affiliates;

 

•

prepay certain kinds of indebtedness; and

 

•

issue or sell stock of the Company’s subsidiaries.

 

These covenants are subject to important exceptions and qualifications, which are described under “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at the Option of Holders—Asset Sales” and “Description of the Exchange Notes—Certain Covenants.”

 

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. See “Use of Proceeds.”

 

Risk Factors

Participating in the exchange offer involves risks. You should carefully read and consider the information set forth under “Risk Factors,” beginning on page 18, and all other information in this prospectus before participating in the exchange offer.

 

Summary Financial Data

The following table sets forth our summary historical combined consolidated financial data for the periods indicated. The summary historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and 2013 and the summary historical consolidated balance sheet data at September 30, 2014 have been derived from our unaudited historical consolidated financial statements, which are included elsewhere in this prospectus. The summary historical combined consolidated statements of operations and cash flow data for each of the years ended December 31, 2013, 2012 and 2011 and the summary historical combined consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from our audited combined consolidated financial statements for such years, which are included elsewhere in this prospectus. The summary historical combined consolidated balance sheet information as of December 31, 2011 has been derived from our audited combined consolidated financial statements, which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as our audited combined consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this information. The summary historical consolidated statements of operations and cash flow data for the nine months ended September 30, 2014 and the summary historical consolidated balance sheet data at September 30, 2014 are not necessarily indicative of the results to be expected for the year ended December 31, 2014 or for any future period. The summary pro forma condensed consolidated statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 and the summary pro forma condensed consolidated balance sheet information as of September 30, 2014 have been derived from our unaudited pro forma condensed consolidated financial statements, included elsewhere in this prospectus.

The summary unaudited pro forma condensed consolidated statements of operations and balance sheet, as well as the calculations of pro forma FFO and AFFO, have been adjusted to reflect the IPO, our REIT election, the E&P Purge, the consummation of the Acquisition and the Acquisition Borrowings. The summary unaudited pro forma condensed consolidated balance sheet at September 30, 2014 is presented as if each of these events, except for the IPO, which was completed on April 2, 2014, and the REIT election, which was effective July 17, 2014, occurred at September 30, 2014. The summary unaudited pro forma condensed consolidated statement of operations and the calculations of unaudited pro forma FFO and AFFO for the year ended December 31, 2013 and the summary unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 are presented as if each of these events had occurred on January 1, 2013 and also include pro forma adjustments to reflect a full period of incremental costs associated with operating as a stand-alone public company, interest expense relating to the Formation Borrowings incurred on January 31, 2014 and dilution from the conversion of outstanding CBS RSUs (as defined herein) to our RSUs in connection with the IPO and the conversion of outstanding stock options to purchase CBS Class B common stock to our stock options to purchase our common stock in connection with the Separation. The summary unaudited pro forma condensed consolidated financial data are presented for information purposes only, are based on currently available information and are not necessarily indicative of our financial position or results of operations that would have occurred had the factors listed above taken place on the applicable dates, nor are they necessarily indicative of future results. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The actual adjustments may differ from the pro forma adjustments, and the differences may be material.

Our historical combined consolidated financial data for each of the years presented and for the nine months ended September 30, 2013 have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the selected historical combined consolidated financial information set forth below and the financial statements included elsewhere in this prospectus do not necessarily reflect what our results of

 

operations, financial condition or cash flows would have been if we had operated as a stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of our future performance, financial condition or liquidity.

You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Selected Combined Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “the Acquisition” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.

 

		Nine Months Ended September 30,				Nine Months Ended September 30,								Year Ended December 31,
		Pro Forma(c)				Historical								Pro Forma(c)				Historical
		2014				2014				2013				2013				2013				2012				2011
(in millions)
Statement of Operations data:
Revenues		$	1,110.9			$	958.8			$	950.1			$	1,500.3			$	1,294.0			$	1,284.6			$	1,277.1
Less:
Operating, selling, general and administrative expenses			795.7				666.0				645.5				1,072.4				879.2				876.2				862.8
Adjusted OIBDA(a)			315.2				292.8				304.6				427.9				414.8				408.4				414.3
Less:
Stock-based compensation			13.8				7.4				5.8				7.4				7.5				5.7				5.0
Restructuring charges			6.9				6.2				—				—				—				2.5				3.0
Acquisition costs			—				1.4				—				—				—				—				—
Net (gain) loss on dispositions			(1.4	)			(1.4	)			(9.8	)			(27.2	)			(27.3	)			2.2				2.0
Depreciation			81.8				79.3				78.3				107.8				104.5				105.9				109.0
Amortization			93.8				67.3				68.2				126.1				91.3				90.9				102.9
Operating income		$	120.3			$	132.6			$	162.1			$	213.8			$	238.8			$	201.2			$	192.4
Benefit (provision) for income taxes		$	(4.2	)		$	202.9			$	(70.5	)		$	(5.7	)		$	(96.6	)		$	(89.0	)		$	(87.8	)
Net income		$	35.4			$	279.1			$	93.5			$	101.6			$	143.5			$	113.4			$	107.1
FFO(b)						$	409.3			$	216.8			$	279.9			$	299.5			$	288.0			$	296.1
AFFO(b)						$	166.1			$	196.4			$	273.3			$	259.9			$	271.2			$	316.2
Balance Sheet data (at period end):
Property and equipment, net		$	754.4			$	704.4											$	755.4			$	807.9			$	858.2
Total assets		$	4,035.6			$	3,522.8											$	3,355.5			$	3,464.9			$	3,603.0
Current liabilities		$	256.3			$	237.9											$	212.2			$	205.6			$	196.7
Long-term debt		$	2,198.5			$	1,598.2											$	—			$	—			$	—
Total stockholders’ equity/invested equity		$	1,459.8			$	1,567.0											$	2,754.4			$	2,843.9			$	2,990.6
Cash Flow data:
Cash flow provided by operating activities(d)						$	184.5			$	178.7							$	281.1			$	305.9			$	340.1
Capital expenditures(d): Growth(d)						$	28.2			$	27.3							$	37.2			$	34.2			$	28.2
Maintenance(d)							15.4				14.2								23.7				14.0				15.4
Total capital expenditures(d)						$	43.6			$	41.5							$	60.9			$	48.2			$	43.6
Cash paid for taxes						$	31.4			$	75.3							$	112.8			$	96.5			$	50.9
Ratio of earnings to fixed charges(e)							1.6	x			3.2	x							3.5	x			3.2	x			3.1	x