10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

or

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

Commission File Number: 001-36367

CBS OUTDOOR AMERICAS INC.

(Exact name of registrant as specified in its charter)

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

(212) 297-6400

(Registrant’s telephone number, including area code)

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

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

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

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

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

As of May 7, 2014, the number of shares outstanding of the registrant’s common stock was 120,000,000.

CBS OUTDOOR AMERICAS INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2014

TABLE OF CONTENTS

PART I	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Statements of Financial Position as of March 31, 2014, and December 31, 2013	3
Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013	4
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2014 and 2013	5
Consolidated Statements of Invested Equity/Stockholders’ Equity for the three months ended March 31, 2014 and 2013	6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40
Item 4. Controls and Procedures	41
PART II	42
Item 1. Legal Proceedings	42
Item 1A. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3. Defaults Upon Senior Securities	42
Item 4. Mine Safety Disclosures	42
Item 5. Other Information	42
Item 6. Exhibits	42
SIGNATURES	43

PART 1

Item 1.    Financial Statements.

CBS OUTDOOR AMERICAS INC.

Consolidated Statements of Financial Position

(Unaudited)

	As of
(in millions)	March 31, 2014			December 31, 2013
Assets:
Current assets:
Cash and cash equivalents	$	113.9		$	29.8
Receivables, less allowance ($15.0 in 2014 and $15.7 in 2013)	155.2			178.8
Deferred income tax assets, net	24.6			24.5
Prepaid lease and transit franchise costs	113.0			62.7
Other prepaid expenses	19.6			15.5
Other current assets	11.5			5.9
Total current assets	437.8			317.2
Property and equipment, net (Note 4)	733.6			755.4
Goodwill	1,863.2			1,865.7
Intangible assets (Note 5)	349.5			364.4
Other assets	74.3			52.8
Total assets	$	3,458.4		$	3,355.5
Liabilities:
Current liabilities:
Accounts payable	$	59.2		$	80.0
Accrued compensation	13.2			28.2
Accrued lease costs	14.1			17.7
Other accrued expenses	49.6			37.8
Deferred revenues	30.0			22.9
Other current liabilities	31.5			25.6
Total current liabilities	197.6			212.2
Long-term debt (Note 8)	1,598.0			—
Deferred income tax liabilities, net	279.5			288.5
Asset retirement obligation (Note 6)	31.9			31.7
Other liabilities	65.9			68.7
Total liabilities	2,172.9			601.1
Commitments and contingencies (Note 14)
Stockholders’ equity/invested equity (Note 10):
Common stock (2014 - 450.0 shares authorized, and 97.0 shares issued
and outstanding; 2013 - no shares authorized, issued or outstanding)	1.0			—
Additional paid-in capital	1,350.3			—
Retained earnings	7.3			—
Invested capital	—			2,829.5
Accumulated other comprehensive loss	(73.1		)	(75.1		)
Total stockholders’ equity	1,285.5			—
Total invested equity	—			2,754.4
Total liabilities and stockholders’ equity/invested equity	$	3,458.4		$	3,355.5

See accompanying notes to unaudited consolidated financial statements.

3

CBS OUTDOOR AMERICAS INC.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2014			2013
Revenues:
Billboard	$	207.7		$	205.3
Transit and other	80.2			73.9
Total revenues	287.9			279.2
Expenses:
Operating	163.5			162.2
Selling, general and administrative	50.6			43.2
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation	26.1			26.0
Amortization	21.9			22.9
Total expenses	261.2			244.5
Operating income	26.7			34.7
Interest expense	(12.5		)	(0.1		)
Other expense, net	(0.5		)	(0.1		)
Income before provision for income taxes and equity in earnings of investee companies	13.7			34.5
Provision for income taxes	(5.9		)	(14.9		)
Equity in earnings of investee companies, net of tax	0.6			0.3
Net income	$	8.4		$	19.9
Net income per common share:
Basic	$	0.09		$	0.21
Diluted	$	0.09		$	0.21
Weighted average shares outstanding:
Basic	97.0			97.0
Diluted	97.0			97.0

See accompanying notes to unaudited consolidated financial statements.

4

CBS OUTDOOR AMERICAS INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2014		2013
Net income	$	8.4	$	19.9
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	1.8		(2.3		)
Amortization of net actuarial loss	0.2		0.2
Total other comprehensive income (loss), net of tax	2.0		(2.1		)
Total comprehensive income	$	10.4	$	17.8

See accompanying notes to unaudited consolidated financial statements.

5

CBS OUTDOOR AMERICAS INC.

Consolidated Statements of Invested Equity/Stockholders’ Equity

(Unaudited)

(in millions, except per share amounts)	Shares of Common Stock	Common Stock ($0.01 per share par value)		Additional Paid-In Capital			Retained Earnings		Invested Capital			Accumulated Other Comprehensive Loss			Total Invested Equity/ Stockholders’ Equity
Balance as of December 31, 2012	—	$	—	$	—		$	—	$	2,909.9		$	(66.0	)	$	2,843.9
Net income	—	—		—			—		19.9			—			19.9
Net distribution to CBS	—	—		—			—		(2.5		)	—			(2.5		)
Other comprehensive loss	—	—		—			—		—			(2.1		)	(2.1		)
Balance as of March 31, 2013	—	$	—	$	—		$	—	$	2,927.3		$	(68.1	)	$	2,859.2
Balance as of December 31, 2013	—	$	—	$	—		$	—	$	2,829.5		$	(75.1	)	$	2,754.4
Net income	—	—		—			7.3		1.1			—			8.4
Other comprehensive income	—	—		—			—		—			2.0			2.0
Conversion to stockholders’ equity (Note 10)	97.0	1.0		2,829.6			—		(2,830.6		)	—			—
Distribution of debt proceeds to CBS ($15.71 per share)	—	—		(1,523.8		)	—		—			—			(1,523.8		)
Net contribution from CBS	—	—		44.5			—		—			—			44.5
Balance as of March 31, 2014	97.0	$	1.0	$	1,350.3		$	7.3	$	—		$	(73.1	)	$	1,285.5

See accompanying notes to unaudited consolidated financial statements.

6

CBS OUTDOOR AMERICAS INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2014			2013
Operating activities:
Net income	$	8.4		$	19.9
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	48.0			48.9
Deferred tax benefit	(6.8		)	(3.7		)
Stock-based compensation	1.8			1.6
Provision for doubtful accounts	0.7			(1.1		)
Net gain on dispositions	(0.9		)	(9.8		)
Equity in earnings of investee companies, net of tax	(0.6		)	(0.3		)
Distributions from investee companies	3.0			1.0
Amortization of deferred financing costs	0.7			—
Change in assets and liabilities, net of investing and financing activities	(54.0		)	(46.7		)
Net cash flow provided by operating activities	0.3			9.8
Investing activities:
Capital expenditures	(8.2		)	(6.0		)
Acquisitions	—			(7.8		)
Proceeds from dispositions	0.5			10.9
Net cash flow used for investing activities	(7.7		)	(2.9		)
Financing activities:
Proceeds from long-term debt borrowings	1,598.0			—
Deferred financing fees	(24.3		)	—
Excess tax benefit from stock-based compensation	—			3.6
Distribution of net debt proceeds to CBS	(1,523.8		)	—
Net cash contribution from (distribution to) CBS	42.2			(8.4		)
Other	(0.1		)	—
Net cash flow provided by (used for) financing activities	92.0			(4.8		)
Effect of exchange rate changes on cash and cash equivalents	(0.5		)	0.3
Net increase in cash and cash equivalents	84.1			2.4
Cash and cash equivalents at beginning of period	29.8			20.2
Cash and cash equivalents at end of period	$	113.9		$	22.6
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	4.8		$	1.4

See accompanying notes to unaudited consolidated financial statements.

7

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

CBS Outdoor Americas Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). We provide advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments - United States (“U.S.”) and International. As of March 31, 2014, we were an indirect wholly owned subsidiary of CBS.

On April 2, 2014, we completed an initial public offering (the “IPO”) of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. (See Note 2. Initial Public Offering.) As of April 2, 2014, CBS indirectly owned approximately 81% of the outstanding shares of our common stock. CBS has advised us that it currently intends to dispose of all of the shares of our common stock that it indirectly owns through a tax-free split-off (the “split-off”) in 2014, pursuant to which CBS will offer its stockholders the option to exchange their shares of CBS common stock for shares of our common stock in an exchange offer. If CBS does not proceed with the split-off, it could elect to dispose of our common stock in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of our shares to CBS’ stockholders or a combination of these transactions. All of these actions are subject to customary approvals, and there are no assurances that such transactions will be completed.

On April 16, 2014, CBS received a favorable private letter ruling from the Internal Revenue Service (“IRS”) with respect to our plan to convert to a real estate investment trust (“REIT”). After completion of the split-off, we intend to elect to be taxed as a REIT for U.S. federal income tax purposes. However, depending on how CBS elects to proceed with the split-off, we may cease to be a member of the CBS consolidated tax group prior to the effective date of the split-off. In such circumstance, we may make our REIT election effective as of the day after we cease to be a member of the CBS consolidated tax group.

On April 28, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend is payable on June 30, 2014, to stockholders of record of our common stock on June 9, 2014.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts have been reclassified to conform with the current presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our prospectus, filed on March 28, 2014.

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

Our prior period financial statements were presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. Management believes that the assumptions and estimates used in the preparation of the underlying consolidated financial statements are reasonable. However, the consolidated financial statements herein do not necessarily reflect what our financial position, results of operations or cash flows would have been if we had been a stand-alone company during the periods

8

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

presented. As a result, historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

Note 2. Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC and on March 28, 2014, our common stock began trading on the New York Stock Exchange under the symbol “CBSO.” On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be used to pay the cash portion of the distribution to our stockholders of historical earnings and profits, which will be required when we elect to be taxed as a REIT after the completion of the split-off. Following the final payment of this required earnings and profits distribution, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by us.

As the IPO was completed in April 2014, this transaction is not reflected in the consolidated financial statements as of March 31, 2014.

Note 3. New Accounting Standards

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the three months ended March 31, 2014, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the three months ended March 31, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

9

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

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

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact of this guidance on our consolidated financial statements.

Note 4. Property and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2014		December 31, 2013
Land		$	88.5	$	88.6
Building and improvements	20 to 40 years	45.4		45.0
Advertising structures	5 to 20 years	1,658.7		1,662.3
Furniture, equipment and other	3 to 10 years	78.5		77.2
Construction in progress		12.0		18.9
		1,883.1		1,892.0
Less: accumulated depreciation		1,149.5		1,136.6
Property and equipment, net		$	733.6	$	755.4

Depreciation expense was $26.1 million for the three months ended March 31, 2014, and $26.0 million for the three months ended March 31, 2013.

Note 5. Intangible Assets

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

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2014:
Permits and leasehold agreements	$	880.7	$	(667.9	)	$	212.8
Franchise agreements	461.9		(326.2		)	135.7
Other intangible assets	2.1		(1.1		)	1.0
Total intangible assets	$	1,344.7	$	(995.2	)	$	349.5
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

10

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $21.9 million for the three months ended March 31, 2014, and $22.9 million for the three months ended March 31, 2013, which includes the amortization of direct lease acquisition costs of $7.0 million for the three months ended March 31, 2014, and $7.8 million for the three months ended March 31, 2013. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

Note 6. Asset Retirement Obligation

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

(in millions)
As of December 31, 2013	$	31.7
Accretion expense	0.5
Additions	0.2
Liabilities settled	(0.2		)
Foreign currency translation adjustments	(0.3		)
As of March 31, 2014	$	31.9

Note 7. Related Party Transactions

CBS Corporation

These financial statements include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. In addition, prior to 2014, CBS provided benefits to our employees, including certain post-employment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the consolidated financial statements based on the specific identification of costs, assets and liabilities or based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to us, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $6.4 million in the three months ended March 31, 2014, and $17.7 million in the same prior-year period. Also included in these charges are professional fees associated with our planned election to be taxed as a REIT. Our expenses as a stand-alone company may be different from those reflected in the Consolidated Statements of Operations prior to the IPO. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us. As a result, there were no benefits provided by CBS in the three months ended March 31, 2014. In addition, during 2014, certain other services previously provided by CBS have been transitioned to us.

As of March 31, 2014, receivables from CBS were $0.4 million and payables to CBS were $2.5 million, which were included in Other current assets and Other current liabilities, respectively, on our Consolidated Statement of Financial Position. As of December 31, 2013, there were no receivables or payables from CBS on our Consolidated Statement of Financial Position.

On April 2, 2014, we entered into a transition services agreement with CBS, pursuant to which CBS will temporarily provide us with certain services (including legal, finance, information technology, insurance, tax and employment functions), and we will provide certain limited services to CBS. Also on April 2, 2014, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries for up to 90 days after the split-off and have the right to use the “CBS” mark and logo on our advertising billboards for up to 18 months after the split-off.

Prior to the incurrence of indebtedness on January 31, 2014, intercompany transactions between CBS and us were considered to be effectively settled in cash in the financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in Net cash contribution from (distribution to) CBS on the Condensed Consolidated Statements of Cash Flows and Net contribution from (distribution to) CBS on the Consolidated Statements of

11

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Invested Equity/Stockholders’ Equity. The amounts on these financial statement line items differ due to non-cash transactions, such as stock-based compensation expense.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $1.9 million for the three months ended March 31, 2014, and $2.5 million for the three months ended March 31, 2013.

Other Related Parties

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $1.6 million for the three months ended March 31, 2014, and $2.4 million for the three months ended March 31, 2013.

We have a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. These investments totaled $22.4 million as of March 31, 2014, and $24.1 million as of December 31, 2013, and are included in Other assets on the Consolidated Statements of Financial Position. We provide management services to these joint ventures. Management fees earned from these joint ventures were immaterial for all periods presented.

Note 8. Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2014			December 31, 2013
Term loan, due 2021	$	798.0		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.0		$	—
Weighted average cost of debt	4.2		%	—		%

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, CBS Outdoor Americas Capital LLC (“Capital LLC”) and CBS Outdoor Americas Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan,” together with the Revolving Credit Facility (as defined below), the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014, (the “Credit Agreement”). The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25%plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of March 31, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount of $2.0 million, which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan.

12

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Senior Unsecured Notes

Also on January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2014.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC relating to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes per the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019 (the “Revolving Credit Facility”). Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility for the three months ended March 31, 2014, was immaterial. As of March 31, 2014, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. The terms of the Revolving Credit Facility require that we maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 3.5 to 1.0. If we elect to be taxed as a REIT, the Maximum Consolidated Net Secured Leverage Ratio will increase to 4.0 to 1.0. As of March 31, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2014, our Consolidated Total Leverage Ratio was 3.8 to 1.0. 

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secures the Senior Credit Facilities. The fee under the letter of credit facility for the three months ended March 31, 2014, was immaterial.

13

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Deferred Financing Costs

We deferred $29.1 million in fees and expenses associated with the Senior Credit Facilities, Senior Notes and letter of credit facility. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the Senior Notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $1.6 billion as of March 31, 2014. The fair value of our debt is classified as Level 2.

Note 9. Accumulated Other Comprehensive Income

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications	1.8			—			1.8
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income	1.8			0.2			2.0
As of March 31, 2014	$	(67.4	)	$	(5.7	)	$	(73.1	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications	(2.3		)	—			(2.3		)
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income (loss), net of tax	(2.3		)	0.2			(2.1		)
As of March 31, 2013	$	(56.6	)	$	(11.5	)	$	(68.1	)

Note 10. Equity

On January 15, 2014, 100 shares of our common stock were issued to CBS. 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 purposes of calculating earnings per share, 97,000,000 shares were considered outstanding for all periods presented.

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share. Our total shares issued and outstanding upon completion of the IPO was 120,000,000. (See Note 2. Initial Public Offering.)

As of March 31, 2014, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 97,000,000 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

As of April 2, 2014, CBS owns approximately 81% of the outstanding shares of our common stock.

14

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

On March 25, 2014, our board of directors granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in our charter, subject to certain initial and ongoing conditions designed to protect our status as a REIT.

Note 11. Stock-Based Compensation

On March 18, 2014, our board of directors approved the Omnibus Stock Incentive Plan (the “Stock Plan”) and reserved 8,000,000 shares of our common stock for stock-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under our Stock Plan.

The Stock Plan also provides for the treatment of awards held by our employees that were originally granted under various CBS stock plans. Prior to our IPO, certain of our employees were granted awards of RSUs, PRSUs and stock options for CBS Class B common stock under the CBS equity incentive plans. At the time of the IPO, substantially all outstanding RSUs and PRSUs for CBS Class B common stock (the “CBS RSUs”) were converted into RSUs and PRSUs for our common stock (the “Outdoor RSUs”) under the Stock Plan.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, the board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeiture and the forfeiture rates are revised as necessary.

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,
(in millions)	2014			2013
RSUs and PRSUs	$	1.6		$	1.5
Stock options	0.2			0.1
Stock-based compensation expense, before income taxes	1.8			1.6
Tax benefit	(0.8		)	(0.7		)
Stock-based compensation expense, net of tax	$	1.0		$	0.9

As of March 31, 2014, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $22.5 million, which is expected to be recognized over a weighted average period of 2.8 years, and total unrecognized compensation cost related to non-vested stock options was $1.6 million, which is expected to be recognized over a weighted average period of 2.8 years.

15

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

RSUs and PRSUs

On March 27, 2014, 256,172 non-vested CBS RSUs held by our employees were converted into 561,021 non-vested Outdoor RSUs. The number of RSUs was converted at a ratio of approximately 2.2 to 1.0 in order to preserve the fair value of the awards both before and after conversion.

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs				Outdoor RSUs
	Activity		Weighted Average Per Share Grant Date Fair Market Value		Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2013	472,490		$	32.09
Employee transfers and grants	11,875		34.66
Vested	(157,723	)	22.51
Forfeited	(2,909	)	37.67
Non-vested before conversion	323,733		36.80
CBS RSUs converted to Outdoor RSUs	(256,172	)	37.77
Non-vested Outdoor RSUs converted from CBS RSUs					561,021	$	17.24
Non-vested CBS RSUs not being converted to Outdoor RSUs(a)	67,561		33.16
Granted:
RSUs					361,861	28.26
PRSUs					151,270	28.95
Non-vested as of March 31, 2014	67,561		33.16		1,074,152	22.60

(a) Reflects RSUs which vested in April 2014.

Stock Options

CBS’ stock options held by our employees will remain outstanding until the split-off. At the time of the split-off, each CBS option held by our employees will be converted into an option under the Stock Plan to purchase our common stock with substantially equivalent terms, except that the number of shares of our common stock subject to each converted stock option award and the exercise price of each converted stock option award will be adjusted in order to preserve the intrinsic value of the award at the time of conversion. The following table summarizes the activity of CBS’ stock options issued to our employees.

	Stock Options		Weighted Average Grant Date Fair Market Value
Outstanding as of December 31, 2013	399,581		$	29.30
Exercised	(103,176	)	24.68
Forfeited	(38,064	)	30.79
Outstanding as of March 31, 2014	258,341		30.92
Exercisable as of March 31, 2014	117,308		17.70

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CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Note 12. Retirement Benefits

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	0.3		$	0.4
Interest cost	0.6			0.5
Expected return on plan assets	(0.7		)	(0.6		)
Amortization of actuarial losses(a)	0.2			0.3
Net periodic pension cost	$	0.4		$	0.6

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

In the three months ended March 31, 2014, we contributed $0.3 million to our pension plans. In 2014, we expect to contribute approximately $2.0 million to our pension plans.

Note 13. Income Taxes

Our U.S. operating results have been included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Consolidated Statements of Operations, deferred tax assets and liabilities included in the Consolidated Statements of Financial Position and income tax payments reflected in the Condensed Consolidated Statements of Cash Flows have been prepared as if these amounts were calculated on a separate tax return basis for us. We believe that the assumptions and estimates used to determine these tax amounts are reasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments in the future, or what our tax amounts would have been if we had been a stand-alone company during the periods presented.

On April 2, 2014, we entered into a tax matters agreement, which governs the respective rights, responsibilities and obligations of CBS and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes for the periods during which we are a member of the CBS consolidated tax group.

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

The effective income tax rate was 43.1% for the three months ended March 31, 2014, and 43.2% for the three months ended March 31, 2013.

Note 14. Commitments and Contingencies

Off-Balance Sheet Commitments

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

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

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

17

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $81.3 million as of March 31, 2014, of which $1.2 million was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position. Upon the renewal of our lease and franchise agreements, and upon the entry into new arrangements with respect to our letters of credit and surety bonds, our letters of credit and surety bonds will no longer be indemnified by CBS.

Legal Matters

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

Note 15. Segment Information

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

	Three Months Ended
	March 31,
(in millions)	2014		2013
Revenues:
U.S.	$	255.0	$	245.2
International	32.9		34.0
Total revenues	$	287.9	$	279.2

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

18

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

	Three Months Ended
	March 31,
(in millions)	2014			2013
Net income	$	8.4		$	19.9
Provision for income taxes	5.9			14.9
Equity in earnings of investee companies, net of tax	(0.6		)	(0.3		)
Interest expense	12.5			0.1
Other expense, net	0.5			0.1
Operating income	26.7			34.7
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation and amortization	48.0			48.9
Stock-based compensation(a)	1.8			1.6
Total Adjusted OIBDA	$	75.6		$	75.4
Adjusted OIBDA:
U.S.	$	80.3		$	80.1
International	1.1			0.6
Corporate	(5.8		)	(5.3		)
Total Adjusted OIBDA	$	75.6		$	75.4

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	40.0		$	48.2
International	(5.7		)	(6.6		)
Corporate	(7.6		)	(6.9		)
Total operating income	$	26.7		$	34.7
Net (gain) loss on dispositions:
U.S.	$	(0.8	)	$	(9.9	)
International	(0.1		)	0.1
Total gain on dispositions	$	(0.9	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	41.1		$	41.8
International	6.9			7.1
Total depreciation and amortization	$	48.0		$	48.9
Capital expenditures:
U.S.	$	7.0		$	5.3
International	1.2			0.7
Total capital expenditures	$	8.2		$	6.0

19

CBS OUTDOOR AMERICAS INC.

Notes to Consolidated Financial Statements

(Unaudited)

	As of
(in millions)	March 31, 2014		December 31, 2013
Assets:
U.S.	$	3,054.0	$	3,027.6
International	305.4		327.9
Corporate	99.0		—
Total assets	$	3,458.4	$	3,355.5

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

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the audited consolidated financial statements and the notes thereto appearing in our prospectus filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2014, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the section entitled “Risk Factors” in our prospectus filed with the SEC on March 28, 2014, and the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements.

Our prior period unaudited financial statements and the notes thereto, included in this Quarterly Report on Form 10-Q, were presented on a “carve-out” basis from the consolidated financial statements of CBS Corporation (“CBS”), our indirect parent, 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 financial statements do not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

Overview

CBS Outdoor Americas Inc. (the “Company”) and subsidiaries (collectively, “we,” “us” or “our”) was formed as an indirect wholly owned subsidiary of CBS. We provide advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), Canada and Latin America. We manage our business through two segments - U.S. and International. As of March 31, 2014, we were wholly owned by CBS.

On April 2, 2014, we completed an initial public offering (the “IPO”) of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. (See the “Overview: Our Initial Public Offering” section of this MD&A.) As a result of these transactions, CBS indirectly owns approximately 81% of the outstanding shares of our common stock. CBS has advised us that it currently intends to dispose of all of the shares of our common stock that it indirectly owns through a tax-free split-off (the “split-off”) in 2014, pursuant to which CBS will offer its stockholders the option to exchange their shares of CBS common stock for shares of our common stock in an exchange offer. On April 16, 2014, CBS received a favorable private letter ruling from the Internal Revenue Service (the “IRS”) with respect to our plan to convert to a real estate investment trust (a “REIT”). After completion of the split-off, we intend to elect to be taxed as a REIT for U.S. federal income tax purposes.

Business

We are one of the largest lessors of advertising space on out-of-home advertising structures and sites across the U.S., 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 Media Research’s Designated Marketing Areas; and we operate a transit advertising display network with exclusive multi-year contracts with municipalities in large cities across the U.S. In total, we have displays in all of the 25 largest markets in the U.S. and over 180 markets in the U.S., Canada and Latin America. Our top market, high profile location focused portfolio includes sites such as the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles, and both Grand Central Station and Times Square in New York. With newly deployed metrics (“TAB Out of Home Ratings”), we are able to provide advertisers with the actual audience, in terms of audience 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 who 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. 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. During the three months ended March 31, 2014, our largest categories

21

of advertisers were retail, television and professional services, which represented 9%, 8% and 7% of our total U.S. revenues, respectively.

We manage our business through the following two segments:

United States. As of March 31, 2014, we had the largest number of advertising displays of any out-of-home advertising company operating in the 25 largest markets in the U.S. Our U.S. segment generated 20% of its revenues in the New York City metropolitan area for the three months ended March 31, 2014, and 18% for the three months ended March 31, 2013, and generated 12% in the Los Angeles metropolitan area for each of the three months ended March 31, 2014, and 2013. For the three months ended March 31, 2014, our U.S. segment generated $255.0 million of Revenues and $80.3 million of Operating income before Depreciation, Amortization, Net gains (losses) on dispositions and Stock-based compensation (“Adjusted OIBDA”). For the three months ended March 31, 2013, our U.S. segment generated $245.2 million of Revenues and $80.1 million of Adjusted OIBDA. (See the “Segment Results of Operations” section of this MD&A.)

International. Our International segment includes our operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. For the three months ended March 31, 2014 our International segment generated $32.9 million of Revenues and $1.1 million of Adjusted OIBDA. For the three months ended March 31, 2013, our International segment generated $34.0 million of Revenues and $0.6 million of Adjusted OIBDA.

Our Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be used to pay the cash portion of the distribution to our stockholders of historical earnings and profits, which will be required when we elect to be taxed as a REIT after the completion of the split-off. Following the final payment of this required earnings and profits distribution, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by us.

After the completion of the IPO, CBS indirectly owns approximately 81% of the outstanding shares of our common stock.

CBS has advised us that the split-off is expected to be consummated in 2014. If CBS does not proceed with the split-off, it could elect to dispose of our common stock in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of our shares to CBS’s stockholders or a combination of these transactions. All of these actions are subject to customary approvals, and there are no assurances that such transactions will be completed.

Economic Environment

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

Business Environment

We operate in a highly competitive industry. 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 generate approximately three to four times more revenue per display on average than traditional static billboard displays and are attractive to our customers because they allow for the development of richer and more visually engaging messages, as well as provide our customers with the flexibility both to target audiences by time of day and to quickly launch new advertising campaigns.

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

22

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. For each of the three months ended March 31, 2014 and 2013, we generated approximately 37% of our U.S. revenues from national advertising campaigns.

Our Tax Status

We are, and, until CBS ceases to own at least 80% of our outstanding common stock, we will remain, a member of CBS’s consolidated tax group and will be taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., we will be 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 relating to us while we are a member of the CBS consolidated tax group.

On April 16, 2014, CBS received a favorable private letter ruling from the IRS with respect to our plan to convert to a REIT. Following the split-off, we intend to elect and qualify to be taxed as a REIT (the “REIT election”), and we, together with one or more of our subsidiaries, will jointly elect to treat such subsidiaries as taxable REIT subsidiaries. CBS has advised us that the split-off is expected to be consummated in 2014. We expect to make the REIT election for our taxable year beginning the day after the effective date of the split-off and ending December 31, 2014. However, depending on how CBS elects to proceed with the split-off, we may cease to be a member of the CBS consolidated tax group prior to the effective date of the split-off. In such circumstance, we may make our REIT election effective as of the day after we cease to be a member of the CBS consolidated tax group.

Key Performance Indicators

Our management reviews our performance by focusing on the indicators described below.

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

In addition, in the first quarter of 2014, we incurred $4.9 million of costs associated with operating as a stand-alone public company ($3.8 million incrementally over 2013) and $12.4 million of interest expense relating to our entry into the Senior Credit Facilities (as defined herein) and the issuance of the Senior Notes (as defined herein). In the first quarter of 2013, we incurred a significant net gain of $9.8 million on the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey. In an effort to help users evaluate our operating performance for three months ended March 31, 2014 and 2013, where indicated, we present Operating income, Net income, Adjusted OIBDA, Funds from Operations (“FFO”) and Adjusted FFO (“AFFO”) and related adjusted weighted average per share amounts for the first quarter of 2013 on a comparable basis.

23

	Three Months Ended March 31,
(in millions)	2014		2013		% Change
Revenues	$	287.9	$	279.2	3	%
Constant dollar revenues(a)	287.9		275.7		4
Operating income
Reported	26.7		34.7		(23	)
2013 on a comparable basis	26.7		21.1		27
Adjusted OIBDA(b):
Reported	75.6		75.4		—
2013 on a comparable basis	75.6		71.6		6
FFO(b):
Reported	50.3		57.1		(12	)
2013 on a comparable basis	50.3		47.9		5
AFFO(b):
Reported	40.8		46.5		(12	)
2013 on a comparable basis	40.8		38.0		7
Net income:
Reported	8.4		19.9		(58	)
2013 on a comparable basis(c)	8.4		5.0		68

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

(b) See the “Reconciliation Tables” section of this MD&A for a reconciliation of Operating income to Adjusted OIBDA, Net income to FFO and AFFO, and results for the three months ended March 31, 2013, on a comparable basis.

(c) See the “Net income” section of this MD&A for a reconciliation of 2013 Net income to 2013 Net income on a comparable basis.

Adjusted OIBDA

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

FFO and AFFO

We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for our equity-based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition

24

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 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 deferred financing costs. We believe that adjusting for these items provides a better measure of our operating performance. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and FFO and AFFO per adjusted weighted average share, as supplemental measures, are useful in evaluating our business because eliminating items that have less bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

Adjusted Weighted Average Shares

We present weighted average shares on an adjusted basis of 120,000,000 shares to give effect to 23,000,000 shares issued on April 2, 2014, from the IPO in addition to the 97,000,000 shares outstanding as of March 31, 2014, for basic and diluted earnings per share (“EPS”). We also present FFO, AFFO and Net income per adjusted weighted average share. Our management believes that these presentations are useful in evaluating our business because they allow users to evaluate our per share results after giving effect to the issuance of shares of our common stock in connection with our initial public offering, which increased our outstanding shares of common stock.

Comparable Basis for 2013 Adjustments

We calculate Operating income, Net income, Adjusted OIBDA, FFO and AFFO, and related per adjusted weighted average share amounts, for the three months ended March 31, 2013, on a comparable basis by adjusting to exclude a significant net gain of $9.8 million incurred in the first quarter of 2013 on the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey, and to include $3.8 million of incremental costs associated with operating as a stand-alone public company incurred in the first quarter of 2014 and $12.4 million of interest expense relating to our entry into the Senior Credit Facilities (as defined herein) and the issuance of the Senior Notes (as defined herein), which were also incurred in the first quarter of 2014. Our management believes these adjusted presentations are useful in evaluating our business because they allow users to compare our operating performance for the first quarter of 2013 against the operating performance of the first quarter of 2014, including certain significant costs arising as a result of our separation from CBS.

Since adjusted weighted average shares, Adjusted OIBDA, Adjusted OIBDA margin, FFO, AFFO, FFO and AFFO per adjusted weighted average share and, on a comparable basis for 2013, Operating income, Net income, Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, weighted average shares outstanding for basic and diluted EPS, Operating income, Net income and Revenues, and the related weighted average per share amounts, 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.

Reconciliation Tables

The following table reconciles Operating income to Adjusted OIBDA, and Net income to FFO and AFFO. The table also reconciles 2013 Adjusted OIBDA, FFO and AFFO to 2013 Adjusted OIBDA, FFO and AFFO on a comparable basis and includes FFO and AFFO per adjusted weighted average share (2013 on a comparable basis).

25

	Three Months Ended
	March 31,
(in millions, except per share amounts)	2014			2013
Operating income	$	26.7		$	34.7
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation	26.1			26.0
Amortization	21.9			22.9
Stock-based compensation	1.8			1.6
Adjusted OIBDA	75.6			75.4
Incremental stand-alone costs(a)	—			(3.8		)
Adjusted OIBDA, 2013 on a comparable basis	$	75.6		$	71.6
Net income	$	8.4		$	19.9
Depreciation of billboard advertising structures	24.2			24.2
Amortization of real estate related intangible assets	10.7			10.7
Amortization of direct lease acquisition costs	7.0			7.8
Net gain on disposition of billboard advertising structures, net of tax	(0.2		)	(5.7		)
Adjustment related to equity based investments	0.2			0.2
FFO	50.3			57.1
Incremental stand-alone costs, net of tax(a)	—			(2.2		)
Incremental interest expense, net of tax(b)	—			(7.0		)
FFO, 2013 on a comparable basis	$	50.3		$	47.9
FFO	$	50.3		$	57.1
Adjustment for deferred income taxes	(6.9		)	(7.8		)
Cash paid for direct lease acquisition costs	(8.5		)	(9.4		)
Maintenance capital expenditures	(3.0		)	(2.0		)
Other depreciation	1.9			1.8
Other amortization	4.2			4.4
Stock-based compensation	1.8			1.6
Non-cash effect of straight-line rent	(0.2		)	0.2
Accretion expense	0.5			0.6
Amortization of deferred financing costs	0.7			—
AFFO	40.8			46.5
Incremental stand-alone costs, net of tax(a)	—			(2.2		)
Incremental interest expense, net of tax(b)	—			(7.0		)
Amortization of deferred financing costs	—			0.7
AFFO, 2013 on a comparable basis	$	40.8		$	38.0
FFO, 2013 on a comparable basis, per adjusted weighted average share(c)	$	0.42		$	0.40
AFFO, 2013 on a comparable basis, per adjusted weighted average share(c)	$	0.34		$	0.32
Adjusted weighted average shares(c)	120.0			120.0
Weighted average shares for basic and diluted EPS(d)	97.0			97.0

(a) Adjustment to reflect incremental costs to operate as a stand-alone company at the same level as 2014.

(b) Adjustment to reflect incremental interest expense, net of tax, at the same level as 2014.

(c) Adjusted weighted average shares of 120,000,000 includes 23,000,000 shares issued on April 2, 2014, from the IPO in addition to the 97,000,000 shares outstanding as of March 31, 2014 for basic and diluted EPS. (See the “Overview: Our Initial Public Offering” section of this MD&A.)

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

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FFO for the three months ended March 31, 2014, of $50.3 million decreased 12% compared to the same prior-year period, primarily due to higher interest costs, net of tax, of $7.0 million and incremental stand-alone costs, net of tax, of $2.2 million.

AFFOfor the three months ended March 31, 2014, was $40.8 million, a decrease of 12% compared to the same prior-year period. On a 2013 comparable basis, FFO increased 5% and AFFO increased 7% in the first quarter of 2014. AFFO per adjusted weighted average shares for basic EPS was $0.34 per share for the three months ended March 31, 2014, and AFFO, 2013 on a comparable basis, was $0.32 per share.

Revenues

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

							(in constant dollars)(b)
	Three Months Ended						Three Months
	March 31,				%		Ended		%
(in millions, except percentages)	2014		2013		Change		March 31, 2013		Change
Revenues:
Billboard	$	207.7	$	205.3	1	%	$	202.5	3	%
Transit and other	80.2		73.9		9		73.2		10
Total revenues	$	287.9	$	279.2	3		$	275.7	4
Same-site revenues(a)	$	286.3	$	276.4	4
Non-comparable revenues	1.6		2.8		(43	)
Total revenues	$	287.9	$	279.2	3

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”). We provide same-site revenues to understand the underlying growth rate of revenue excluding the impact of non-comparable revenues. Our management believes same-site revenues is useful to users because it enables them to better understand the level of growth of our business period to period. Since same-site revenues is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Same-site revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

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

Total revenues increased $8.7 million, or 3%, and same-site revenues increased $9.9 million, or 4%, in the three months ended March 31, 2014, compared to the same prior-year period. Our constant dollar revenues increased 4% compared to the same prior-year period.

Total billboard revenues increased $2.4 million, or 1%, in the three months ended March 31, 2014, compared to the same prior-year period, principally driven by growth in average revenue per display (yield) attributable to the conversion of traditional static billboard displays to digital billboard displays, partially offset by foreign currency exchange losses of $2.8 million. In constant dollars, billboard revenues increased $5.2 million, or 3%.

Total transit and other revenues increased $6.3 million, or 9%, in the three months ended March 31, 2014, compared to the same prior-year period, driven by higher revenues in 2014 from the television and movie industries and stronger local sales in the New York metropolitan area.

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Expenses

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2014			2013			Change
Expenses:
Operating	$	163.5		$	162.2		1	%
Selling, general and administrative	50.6			43.2			17
Net gain on dispositions	(0.9		)	(9.8		)	(91	)
Depreciation	26.1			26.0			—
Amortization	21.9			22.9			(4	)
Total expenses	$	261.2		$	244.5		7

Operating Expenses

	Three Months Ended
	March 31,				%
(in millions, except percentages)	2014		2013		Change
Operating expenses:
Billboard property lease	$	69.1	$	71.9	(4	)%
Transit franchise	44.2		42.5		4
Posting, maintenance and other	50.2		47.8		5
Total operating expenses	$	163.5	$	162.2	1

Billboard property lease expenses represented 33% of billboard revenues in the three months ended March 31, 2014, and 35% in the three months ended March 31, 2013. Transit franchise expenses represented 67% of transit revenues for each of the three months ended March 31, 2014, and 2013.

Posting, maintenance and other expenses as a percentage of Revenues were 17% for each of the three months ended March 31, 2014 and 2013. Posting, maintenance and other expenses increased $2.4 million, or 5%, in the three months ended March 31, 2014, compared to the same prior-year period, principally due to higher production and installation costs and an increase in property taxes.

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

SG&A expenses represented 18% of Revenues for the three months ended March 31, 2014, and 15% for the same prior-year period. SG&A expenses increased $7.4 million, or 17%, in the three months ended March 31, 2014, compared to the same prior-year period, primarily due to incremental stand-alone costs of $3.8 million, a higher provision for bad debt relative to last year, which benefited from an improved trend in receivable collections, and increased compensation-related expenses, partially offset by lower costs associated with our planned conversion to a REIT.

Net Gain on Dispositions

Net gain on dispositions was $0.9 million for the three months ended March 31, 2014, and includes a gain of $0.6 million related to the divestiture of a transit shelter operation in Los Angeles. Net gain on dispositions for the three months ended March 31, 2013, represented a gain of $9.8 million from the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey.

Depreciation

Depreciation in the three months ended March 31, 2014, was comparable to the same prior-year period.

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Amortization

Amortization decreased $1.0 million, or 4% in the three months ended March 31, 2014, compared to the same prior-year period, principally driven by lower amortization due to dispositions in 2013. Amortization expense includes the amortization of direct lease acquisition costs of $7.0 million in the three months ended March 31, 2014, and $7.8 million in the same prior-year period. Capitalized direct lease acquisition costs were $7.3 million in the three months ended March 31, 2014, and $7.5 million in the same prior-year period.

Interest expense

Interest expense was $12.5 million for the three months ended March 31, 2014. We incurred indebtedness of $1.6 billion on January 31, 2014. See the “Liquidity and Capital Resources” section of this MD&A.

Provision for Income Taxes

Our income tax provisions for three months ended March 31, 2014 and 2013, were calculated on a separate tax return basis, even though our U.S. operating results were included in the consolidated federal, and certain state and local income tax returns of CBS. CBS manages its tax position for the benefit of the entire portfolio of its businesses and, as such, the assumptions, methodologies and calculations made for purposes of determining our tax provision and related tax accounts in the consolidated financial statements herein may differ from those made by CBS and, in addition, are not necessarily reflective of the tax strategies that we would have followed as a separate stand-alone company.

The provision for income taxes was $5.9 million for the three months ended March 31, 2014, and $14.9 million for the three months ended March 31, 2013, reflecting an effective income tax rate of 43.1% for the three months ended March 31, 2014 and 43.2% for the three months ended March 31, 2013.

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Net income

The following table is a reconciliation of reported results for the three months ended March 31, 2013, to results on a comparable basis to 2014. For a discussion of comparable basis for 2013 adjustments, see the “Key Performance Indicators” section of this MD&A.

	Three Months Ended March 31,
	2013															2014
(in millions, except per share amounts)	Reported			Net Gain on Dispositions (a)			Stand-Alone Costs (b)			Interest Expense (c)			Comparable to 2014			Reported (e)
Revenues	$	279.2		$	—		$	—		$	—		$	279.2		$	287.9
Operating	162.2												162.2			163.5
Selling, general and administrative	43.2						3.8						47.0			50.6
Net gain on dispositions	(9.8		)	9.8									—			(0.9		)
Depreciation	26.0												26.0			26.1
Amortization	22.9												22.9			21.9
Operating income	34.7			(9.8		)	(3.8		)	—			21.1			26.7
Interest expense	(0.1		)							(12.4		)	(12.5		)	(12.5		)
Other expense, net	(0.1		)										(0.1		)	(0.5		)
Income before provision for income taxes and equity in earnings of investee companies	34.5			(9.8		)	(3.8		)	(12.4		)	8.5			13.7
Provision for income taxes	(14.9		)	4.1			1.6			5.4			(3.8		)	(5.9		)
Equity in earnings of investee companies, net of tax	0.3												0.3			0.6
Net income	$	19.9		$	(5.7	)	$	(2.2	)	$	(7.0	)	$	5.0		$	8.4
Net income per common share:
Basic	$	0.21											$	0.05		$	0.09
Diluted	$	0.21											$	0.05		$	0.09
Weighted average shares outstanding:
Basic	97.0												97.0			97.0
Diluted	97.0												97.0			97.0
Net income per adjusted weighted average share(d)													$	0.04		$	0.07
Adjusted weighted average shares(d)													120.0			120.0

(a) Adjustment to exclude Net gain on dispositions.

(b) Adjustment to reflect incremental stand-alone costs at 2014 level.

(c) Adjustment to reflect incremental interest expense at 2014 level.

(d) Adjusted weighted average shares of 120,000,000 includes 23,000,000 shares issued on April 2, 2014, from the IPO in addition to the 97,000,000 shares outstanding as of March 31, 2014, for basic and diluted EPS. (See the “Overview: Our Initial Public Offering” section of this MD&A.)

(e) Net income, excluding Net gain on dispositions, net of tax, for the three months ended March 31, 2014, is $7.9 million.

For the three months ended March 31, 2014, Net income was $8.4 million, a decrease of $11.5 million compared to the same prior-year period, primarily due to a $5.7 million after-tax gain on the disposition of most of our billboards in Salt Lake City in 2013 and the incurrence of after-tax interest expense of $7.0 million in 2014. Weighted average shares outstanding as of March 31, 2014, reflect our ownership by CBS and does not reflect the completion of the IPO in April 2014.

Net income for the three months ended March 31, 2014 increased 68% over net income for the three months ended March 31, 2013, on a comparable basis of $5.0 million, after excluding the after-tax gain in 2013 and reflecting the same after-tax interest cost and stand-alone costs as those incurred in the first quarter of 2014. Net income per adjusted weighted average share, using the post-IPO share count of 120,000,000 shares, was $0.07 per share for the three months ended March 31, 2014, and Net

30

income per adjusted weighted average share for the three months ended March 31, 2013, on a comparable basis was $0.04 per share.

Segment Results of Operations

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

The following table presents our Revenues, Adjusted OIBDA, Operating income (loss) and Depreciation and Amortization by segment, for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,
(in millions)	2014			2013
Revenues:
United States	$	255.0		$	245.2
International	32.9			34.0
Total revenues	287.9			279.2
Foreign currency exchange impact	—			(3.5		)
Constant dollar revenues(a)	$	287.9		$	275.7
Operating income	$	26.7		$	34.7
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation	26.1			26.0
Amortization	21.9			22.9
Stock-based compensation(b)	1.8			1.6
Adjusted OIBDA	$	75.6		$	75.4
Adjusted OIBDA:
United States	$	80.3		$	80.1
International	1.1			0.6
Corporate	(5.8		)	(5.3		)
Total Adjusted OIBDA	$	75.6		$	75.4
Operating income (loss):
United States	$	40.0		$	48.2
International	(5.7		)	(6.6		)
Corporate	(7.6		)	(6.9		)
Total operating income	$	26.7		$	34.7

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

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

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United States

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2014			2013			Change
Revenues:
Billboard	$	182.2		$	178.4		2	%
Transit and other	72.8			66.8			9
Total revenues	255.0			245.2			4
Same-site revenues(a)	$	253.4		$	242.4		5
Non-comparable revenues	1.6			2.8			(43	)
Total revenues	255.0			245.2			4
Operating expenses	(139.0		)	(136.1		)	2
Selling, general and administrative expenses	(35.7		)	(29.0		)	23
Adjusted OIBDA	$	80.3		$	80.1		—
Operating income	$	40.0		$	48.2		(17	)
Net gain on dispositions	(0.8		)	(9.9		)	(92	)
Depreciation and amortization	41.1			41.8			(2	)
Adjusted OIBDA	$	80.3		$	80.1		—

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”).

Total U.S. revenues increased $9.8 million, or 4%, and U.S. same-site revenues increased $11.0 million, or 5% in the first quarter of 2014 compared to the same prior-year period. Total revenue growth was led by increases in our New Jersey and New York markets, which increased a total of $7.9 million. For each of the three months ended March 31, 2014 and 2013, we generated approximately 37% of our U.S. revenues from national advertising campaigns.

Revenues from U.S. billboards increased $3.8 million, or 2%, in the three months ended March 31, 2014, compared to the same prior-year period, reflecting growth in average revenue per display (yield) attributable to the conversion of traditional static billboard displays to digital billboard displays, and an increase in average rates.

Transit and other revenues in the U.S. increased $6.0 million, or 9%, in the three months ended March 31, 2014 compared to the same prior-year period, reflecting higher revenues in 2014 from the television and movie industries and stronger local sales in the New York metropolitan area.

U.S. operating and SG&A expenses increased $2.9 million and $6.7 million, or 2% and 23%, respectively, in the three months ended March 31, 2014, compared to the same prior-year period, primarily due to incremental stand-alone costs, a higher provision for bad debt relative to last year, which benefited from an improved trend in receivable collections, increased compensation-related expenses and higher transit franchise expenses due to the increase in transit revenues.

U.S. Adjusted OIBDA increased $0.2 million in the three months ended March 31, 2014, while the three months ended March 31, 2014, includes $1.7 million of incremental stand-alone costs. Adjusted OIBDA margin decreased to 31% in the three months ended March 31, 2014, from 33% in the same prior-year period.

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International

									(in constant dollars)(b)
	Three Months Ended								Three Months
	March 31,						%		Ended			%
(in millions, except percentages)	2014			2013			Change		March 31, 2013			Change
Revenues:
Billboard	$	25.5		$	26.9		(5	)%	$	24.1		6	%
Transit and other	7.4			7.1			4		6.4			16
Total revenues	32.9			34.0			(3	)	$	30.5		8
Same-site revenues(a)	$	32.9		$	34.0		(3	)
Non-comparable revenues	—			—			*
Total revenues	$	32.9		$	34.0		(3	)
Canada	$	16.5		$	15.7		5		$	14.4		15
Latin America	16.4			18.3			(10	)	16.1			2
Total revenues	32.9			34.0			(3	)	30.5			8
Operating expenses	(24.5		)	(26.1		)	(6	)	(23.3		)	5
Selling, general and administrative expenses	(7.3		)	(7.3		)	—		(6.5		)	12
Adjusted OIBDA	$	1.1		$	0.6		83		$	0.7		57
Operating loss	$	(5.7	)	$	(6.6	)	(14	)
Net (gain) loss on dispositions	(0.1		)	0.1			*
Depreciation and amortization	6.9			7.1			(3	)
Adjusted OIBDA	$	1.1		$	0.6		83

* Calculation is not meaningful.

(a) Same-site revenues are adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of new acquisitions, new agreements, divestitures, and non-renewals (“non-comparable revenues”).

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

Total international revenues decreased $1.1 million, or 3%, in the three months ended March 31, 2014, compared to the same prior-year period, reflecting the negative impact of foreign exchange. In constant dollars, total international revenues increased 8%, driven by an increase in Canada of 15% and an increase in Latin America of 2%.

International operating expenses decreased $1.6 million, or 6%, in the three months ended March 31, 2014, compared to the same prior-year period, while selling, general and administrative expenses were comparable to the prior-year period, primarily driven by the impact of foreign exchange rate changes, partially offset by higher costs from the timing of severance expenses in 2013.

International Adjusted OIBDA increased $0.5 million, or 83%, in the three months ended March 31, 2014, compared to the same prior-year period, driven by the increase in revenues, partially offset by higher expenses, both on a constant dollar basis. In constant dollars, international Adjusted OIBDA increased $0.4 million, or 57%, compared to the same prior-year period.

Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding stock-based compensation, were $5.8 million in the three months ended March 31, 2014 and $5.3 million in the three months ended March 31, 2013, reflecting incremental stand-alone costs of $2.1 million, partially offset by lower costs associated with our planned conversion to a REIT.

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Liquidity and Capital Resources

	As of
(in millions, except percentages)	March 31, 2014		December 31, 2013		% Change
Assets:
Cash and cash equivalents	$	113.9	$	29.8	*%
Receivables, less allowance ($15.0 in 2014 and $15.7 in 2013)	155.2		178.8		(13	)
Deferred income tax assets, net	24.6		24.5		—
Prepaid lease and transit franchise costs	113.0		62.7		80
Other prepaid expenses	19.6		15.5		26
Other current assets	11.5		5.9		95
Total current assets	$	437.8	$	317.2	38
Liabilities:
Accounts payable	$	59.2	$	80.0	(26	)
Accrued compensation	13.2		28.2		(53	)
Accrued lease costs	14.1		17.7		(20	)
Other accrued expenses	49.6		37.8		31
Deferred revenues	30.0		22.9		31
Other current liabilities	31.5		25.6		23
Total current liabilities	$	197.6	$	212.2	(7	)
Working capital	$	240.2	$	105.0	129

* Calculation is not meaningful.

We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Our short-term cash requirements primarily include payments for operating leases, franchise rights, capital expenditures, interest and dividends. Additionally, our short-term cash requirements will also include dividends to be paid to our stockholders relating to our election to be taxed as a REIT, representing the required distribution of historical earnings and profits. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows and borrowing capacity under our Revolving Credit Facility.

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

In the three months ended March 31, 2014, we incurred indebtedness of $1.6 billion.

Historically, we participated in CBS’s centralized cash management system. Under this system, on a daily basis, any excess cash we generated was automatically transferred to CBS and any additional daily cash flow needs were funded by CBS. As such, CBS benefited from the positive cash flow we generated, and CBS also provided us with sufficient daily liquidity to fund our ongoing cash needs. As a result, we have historically required minimal cash on hand. As of January 31, 2014, such participation ceased.

On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be used to pay the cash portion of the distribution to our stockholders of historical earnings and profits, which will be required when we elect to be taxed as a REIT after the completion of the split-off. Following the final payment of this required earnings and profits distribution, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by us.

On April 28, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend is payable on June 30, 2014, to stockholders of record of our common stock on June 9, 2014.

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Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2014			December 31, 2013
Term loan, due 2021	$	798.0		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.0		$	—
Weighted average cost of debt	4.2		%	—		%

	Payments Due by Period
(in millions)	Total		2014		2015-2016		2017-2018		2019 and thereafter
Long-term debt	$	1,600.0	$	—	$	—	$	—	$	1,600.0
Interest	563.3		52.6		135.7		135.7		239.3
Total	$	2,163.3	$	52.6	$	135.7	$	135.7	$	1,839.3

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, CBS Outdoor Americas Capital LLC (“Capital LLC”) and CBS Outdoor Americas Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan,” together with the Revolving Credit Facility (as defined below), the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014, (the “Credit Agreement”). The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of March 31, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount of $2.0 million, which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan.

Senior Unsecured Notes

Also on January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2014.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC relating to an offer to exchange the Senior

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Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes per the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019 (the “Revolving Credit Facility”). Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility for the three months ended March 31, 2014, was immaterial. As of March 31, 2014, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. The terms of the Revolving Credit Facility require that we maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 3.5 to 1.0. If we elect to be taxed as a REIT, the Maximum Consolidated Net Secured Leverage Ratio will increase to 4.0 to 1.0. As of March 31, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2014, our Consolidated Total Leverage Ratio was 3.8 to 1.0. 

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secure the Senior Credit Facilities.The fee under the letter of credit facility for the three months ended March 31, 2014, was immaterial.

Deferred Financing Costs

We deferred $29.1 million in fees and expenses associated with the Senior Credit Facilities, Senior Notes and letter of credit facility, which are included in Other current assets and Other Assets on the Consolidated Statement of Financial Position. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the Senior Notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

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Cash Flows

The following table sets forth our cash flows for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,						%
(in millions, except percentages)	2014			2013			Change
Cash provided by operating activities	$	0.3		$	9.8		(97	)%
Cash used for investing activities	(7.7		)	(2.9		)	166
Cash provided by (used for) financing activities	92.0			(4.8		)	*
Effect of exchange rate changes on cash and cash equivalents	(0.5		)	0.3			*
Net increase to cash and cash equivalents	$	84.1		$	2.4		*

* Calculation is not meaningful.

Cash provided by operating activities decreased $9.5 million in the three months ended March 31, 2014, compared to the same prior-year period, principally driven by the timing of collections from customers and the timing of international tax payments.

Historically, we have been a part of the consolidated federal and certain state and local income tax returns filed by CBS. Our assumed income tax payments reflected in the Condensed Consolidated Statements of Cash Flows have been prepared as if these amounts were calculated on a separate tax return basis, with us as the taxpayer. Assumed cash payments for income taxes of $4.8 million in the three months ended March 31, 2014, and $1.4 million in the three months ended March 31, 2013, include operating cash taxes of $4.8 million in the three months ended March 31, 2014, and $5.0 million in the three months ended March 31, 2013, offset by excess tax benefits from stock-based compensation of $3.6 million in the three months ended March 31, 2013, which are presented as cash flows from financing activities.

Cash used for investing activities increased $4.8 million in the three months ended March 31, 2014, compared to the same prior-year period. In the three months ended March 31, 2014, we incurred $8.2 million in capital expenditures related to growth and maintenance and received $0.5 million in proceeds from dispositions. In the three months ended March 31, 2013, we incurred $6.0 million in capital expenditures related to growth and maintenance and received proceeds from dispositions of $10.9 million, which was partially offset by payments for acquisitions of $7.8 million related to the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey.

The following table presents our capital expenditures for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,				%
(in millions, except percentages)	2014		2013		Change
Growth	$	5.2	$	4.0	30	%
Maintenance	3.0		2.0		50
Total capital expenditures	$	8.2	$	6.0	37

Capital expenditures increased $2.2 million, or 37%, in the three months ended March 31, 2014, compared to the same prior-year period, driven by growth in digital billboard displays and increased investments in information technology.

For the full year of 2014, we expect our capital expenditures to be approximately $65.0 million, which will be used primarily for growth in digital billboard displays, as well as to improve the quality or extend the life of our U.S. billboards.

Cash provided by financing activities was $92.0 million in the three months ended March 31, 2014, compared to Cash used for financing activities of $4.8 million in the same prior-year period. In the three months ended March 31, 2014, we retained $50.0 million related to the incurrence of $1.6 billion of indebtedness on January 31, 2014, and received $42.2 million of net capital contributions from CBS. In the three months ended March 31, 2013, we made a net capital distribution to CBS of $8.4 million, which was partially offset by an excess tax benefit from stock-based compensation of $3.6 million.

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Off-Balance Sheet Arrangements

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $81.3 million as of March 31, 2014, of which $1.2 million was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position. Upon the renewal of our lease and franchise agreements, and upon the entry into new arrangements with respect to our letters of credit and surety bonds, our letters of credit and surety bonds will no longer be indemnified by CBS.

Accounting Standards

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the three months ended March 31, 2014, we adopted the FASB’s guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the three months ended March 31, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

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

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact of this guidance on our consolidated financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this MD&A and other sections of this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-

38

looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates” 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.

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 we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Declines in advertising and general economic conditions;

• Competition;

• Government regulation;

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

• Taxes, fees and registration requirements;

• Our ability to obtain and renew key municipal concessions on favorable terms;

• Decreased government compensation for the removal of lawful billboards;

• Content-based restrictions on outdoor advertising;

• Environmental, health and safety laws and regulations;

• Seasonal variations;

• Future acquisitions and other strategic transactions;

• Our limited operating history as an independent public company;

• Dependence on our management team and advertising executives;

• We may not realize the expected benefits from the separation of our business from CBS;

• We have substantial indebtedness, which could adversely affect our financial condition;

• The terms of the credit agreement governing the Senior Credit Facilities and the indenture governing the Senior Notes restrict our current and future operations, particularly our ability to incur additional debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations;

• Incurrence of additional debt, including secured debt;

• Interest rate risk exposure from our variable-rate indebtedness;

• Hedging transactions;

• Asset impairment charges for goodwill;

• Diverse risks in our international business;

• Breach of security measures;

• We are controlled by CBS, whose interests may conflict with ours or yours;

• We have a limited right to use the CBS brand name and logo;

• Fewer stock exchange corporate governance requirements and protections due to our reliance on “controlled company” exemptions;

• Delays in the completion of the separation from CBS or the nonoccurrence of the separation;

• Funds for future capital needs;

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

• Different results than if we were a stand-alone public company;

• Transfers of our common stock by CBS;

• Competition from CBS;

• Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS;

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

• REIT ownership limits;

• Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends;

• REIT distribution requirements;

• Availability of external sources of capital;

• We may face other tax liabilities that reduce our cash flows;

• Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities;

• Our ability to assign certain contracts to a taxable REIT subsidiary;

• Our planned use of taxable REIT subsidiaries may cause us to fail to qualify to be taxed as a REIT;

• Our ability to hedge effectively;

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• Paying the cash portion of the earnings and profits allocated to us by CBS as a distribution and/or taxable dividends in common stock and cash;

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

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

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

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

• Volatile market price and trading volumes.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” of our prospectus, filed with the SEC on March 28, 2014. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

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

Commodity Price Risk

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

We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2013, such contracts accounted for 7.8% of our total utility costs. As of March 31, 2014, we have active electricity purchase agreements with fixed contract rates for locations throughout Illinois, New York and Texas, which expire in September 2014, August 2014, and July 2018, respectively.

Foreign Exchange Risk

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

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

Interest Rate Risk

We are subject to interest rate risk to the extent we have variable-rate debt outstanding including under our Senior Credit Facilities. As of March 31, 2014, we had an $800.0 million variable-rate Term Loan due 2021 outstanding, which has an initial interest rate of 3.0% per year. An increase or decrease of 1/8% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million. We do not currently use derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.

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Credit Risk

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

Item 4.    Controls and Procedures.

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

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PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our prospectus filed with the Securities and Exchange Commission on March 28, 2014. There have been no material changes from the risk factors previously disclosed.

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

On March 27, 2014, our registration statement on Form S-11 (File No. 333-189643) related to our initial public offering of 20,000,000 shares of our common stock (the “IPO”) was declared effective by the Securities and Exchange Commission (the “SEC”) and on March 28, 2014, we began trading on the New York Stock Exchange. On March 28, 2014, the underwriters (represented by Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC) exercised their option to purchase additional shares of our common stock at the IPO price, resulting in the issuance of 3,000,000 additional shares of our common stock. On April 2, 2014, we completed the IPO, and the exercise of the underwriters’ option to purchase additional shares, at a price of $28.00 per share for net proceeds of $615.0 million, after deducting underwriting discounts and commissions of $29.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be used to pay the cash portion of the distribution to our stockholders of historical earnings and profits, which will be required when we elect to be taxed as a REIT in the future. Following the final payment of this required earnings and profits distribution, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by us.

(in millions, except per share amounts)	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs	Remaining Authorizations
January 1, 2014 through January 31, 2014	—	—	—	—
February 1, 2014 through February 28, 2014	—	—	—	—
March 1, 2014 through March 31, 2014	—	—	—	—
Total	—	—	—	—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

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SIGNATURES

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

CBS Outdoor Americas Inc.
By:	/s/ Donald R. Shassian
	Name:	Donald R. Shassian
	Title:	Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Date: May 8, 2014

43

Exhibit Index

Exhibit Number	Description
2.1	Agreement and Plan of Reorganization, dated as of January 15, 2014 (incorporated herein by reference to Exhibit 2.1 to the CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014)
2.2	Master Separation Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 2.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
3.1	Articles of Amendment and Restatement of CBS Outdoor Americas Inc. effective March 28, 2014 (incorporated herein by reference to Exhibit 3.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
3.2	Amended and Restated Bylaws of CBS Outdoor Americas Inc. effective March 28, 2014 (incorporated herein by reference to Exhibit 3.2 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
4.1	Indenture for Senior Notes, dated as of January 31, 2014 (incorporated herein by reference to Exhibit 4.1 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014)
4.2	Registration Rights Agreement for Senior Notes, dated as of January 31, 2014 (incorporated herein by reference to Exhibit 4.2 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014)
10.1	Tax Matters Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.1 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.2	Transition Services Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.2 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.3	Registration Rights Agreement, dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Corporation (incorporated herein by reference to Exhibit 10.4 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.4	License Agreement dated as of April 2, 2014, by and between CBS Outdoor Americas Inc. and CBS Broadcasting Inc. (incorporated herein by reference to Exhibit 10.3 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.5	Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014)
10.6	Credit Agreement, dated as of January 31, 2014 (incorporated herein by reference to Exhibit 10.6 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on January 31, 2014)
10.7	CBS Outdoor Americas Inc. Omnibus Incentive Plan effective March 27, 2014 (incorporated herein by reference to Exhibit 10.6 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.8	CBS Outdoor Americas Inc. Executive Bonus Plan effective March 27, 2014 (incorporated herein by reference to Exhibit 10.7 to CBS Outdoor Americas Inc.’s Current Report on Form 8-K, filed on April 2, 2014)
10.9	CBS Outdoor Americas Inc. Excess 401(K) Plan, effective as of January 1, 2014 (incorporated herein by reference to Exhibit 10.9 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014)
10.10	Employment Agreement with Richard Sauer, dated as of February 17, 2014 (incorporated herein by reference to Exhibit 10.15 to CBS Outdoor Americas Inc.’s Registration Statement on Form S-11 (File No. 333-189643), filed on February 18, 2014)
10.11	Form of Certificate and Terms and Conditions for Performance-Based Restricted Share Units Awards with Time Vesting

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Exhibit Number	Description
10.12	Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting
10.13	Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting for Directors of CBS Outdoor Americas Inc.
10.14	Summary of CBS Outdoor Americas Inc. Compensation for Outside Directors
31.1	Certification of the Chief Executive Officer of CBS Outdoor Americas Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer of CBS Outdoor Americas Inc. pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer of CBS Outdoor Americas Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
32.2	Certification of the Chief Financial Officer of CBS Outdoor Americas Inc. furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Definition Document
101.LAB*	XBRL Taxonomy Label Linkbase
101.PRE*	XBRL Taxonomy Presentation Linkbase

* XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Act of 1934.

45

EX-10.11

Exhibit 10.11

CBS Outdoor Americas Inc.

Restricted Share Units Certificate

(Performance-Based with Time-Vesting)

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

DATE OF GRANT:     [ ]

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

______________________________

Chief Executive Officer

If there is a discrepancy between the CBS Outdoor Americas Stock Plans webpage and the official records maintained by the office of the Senior Vice President, Human Resources, the official records will prevail.

CBS Outdoor Americas Inc.

Terms and Conditions to the Restricted Share Units Certificate

(Performance Based with Time-Vesting)

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

ARTICLE I

TERMS OF RESTRICTED SHARE UNITS

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

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

Section 1.2 Terms of RSUs.

(a)    Determination of Number of RSUs Eligible for Vesting and Settlement. The Committee shall establish a performance goal for the RSUs based on achievement of [ ] (the “Performance Goal”), subject to adjustment pursuant to Section 2.1 or 2.2 hereof, for calendar year [ ] (the “Performance Period”). As of the last day of the Performance Period, the Company’s degree of achievement (expressed as a percentage) of the Performance Goal will be used to calculate the number of RSUs eligible for vesting and settlement pursuant to Sections 1.2(b) and (c), determined in accordance with the following schedule:

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

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

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

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

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

(b)     Vesting. The number of RSUs determined pursuant to Section 1.2(a) shall vest in four equal installments on each of the first four anniversaries of the Date of Grant, subject to the Committee certifying that at least Minimum Threshold Performance has been achieved. Any fractional RSUs resulting from the application of the foregoing vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures. Notwithstanding anything to the contrary in Section 1.2(e) below, unless the Committee determines that at least Minimum Threshold Performance has been achieved, the RSUs will not vest, and will be immediately cancelled in their entirety and the Participant’s rights with respect to such RSUs will cease.

(c)    Settlement. Within ten (10) business days after the date each installment of the RSUs vests, that installment of the vested RSUs shall be settled in shares of Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that the RSUs scheduled to vest on the first anniversary of the Date of Grant will be settled between January 1^st and March 15^th of the calendar year following the end of the Performance Period, unless the first anniversary of the Date of Grant occurs after such settlement period, in which case the RSUs will be settled not later than March 15^th of the calendar year following the calendar year in which the first anniversary of the Date of Grant occurs; provided, further, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable. (The Company currently does not issue share certificates for the Common Stock.) The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock (less any shares withheld to satisfy Tax-Related Items) to the Participant’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, the Participant may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

(d)    Dividend Equivalents. Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled. Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Participant’s account on the date that it pays such regular cash dividends on shares of Common Stock. At the time when the RSUs underlying Dividend Equivalents vests, accrued Dividend Equivalents that have been credited to the Participant’s account with respect to such corresponding RSUs shall be settled in shares of Common Stock (reduced by amounts necessary to satisfy Tax-

3

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

(e) Termination of Employment.

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

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

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unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

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

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

ARTICLE III

MISCELLANEOUS

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

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

5

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

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

Section 3.5 Section 409A. The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (i) the six-month anniversary of the date of the Participant’s separation from service or (ii) the date of Participant’s death (the “Delay Period”). All payments and distributions delayed pursuant to this Section 4.5 shall be paid or distributed to the Participant within 30 days following the end of the Delay Period, subject to the satisfaction of Tax-Related Items, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

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

6

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

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

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

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

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

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

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

*****************

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

8

EX-10.12

Exhibit 10.12

CBS Outdoor Americas Inc.

Restricted Share Units Certificate

(With Time-Vesting)

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

DATE OF GRANT:     [ ]

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

______________________________

Chief Executive Officer

If there is a discrepancy between the CBS Outdoor Americas Stock Plans webpage and the official records maintained by the office of the Senior Vice President, Human Resources, the official records will prevail.

CBS Outdoor Americas Inc.

Terms and Conditions to the Restricted Share Units Certificate

(With Time-Vesting)

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

ARTICLE I

TERMS OF RESTRICTED SHARE UNITS

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

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

Section 1.2 Terms of RSUs.

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

(b) Settlement. Within ten (10) business days after the date each installment of the RSUs vests, that installment of the vested RSUs shall be settled in shares of Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable in order to comply with the applicable federal or state securities laws. (The Company currently does not issue share certificates for the Common Stock.) The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock (less any shares withheld to satisfy Tax-Related Items) to the Participant’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, the Participant may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the

2

Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

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

(d) Termination of Employment.

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

(ii)    Otherwise, in the event that the Participant’s employment with the Company and its Subsidiaries terminates: (i) due to the Participant’s death or Permanent Disability before the RSUs have vested in accordance with Section 1.2(a) hereof, then the unvested RSUs (and all unvested Dividend Equivalents accrued thereon) shall immediately vest and be settled in accordance with Section 1.2(b) hereof; or (ii) for any reason other than due to the Participant’s death or Permanent Disability, then, unless the Committee determines otherwise, the Participant shall forfeit all unvested RSUs (and all unvested Dividend Equivalents accrued thereon) as of the date of such termination of employment. A “termination of employment” occurs, for purposes of the RSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without

3

limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the Participant’s voluntary resignation, the Participant’s termination with or without cause or the Participant’s retirement, death or Permanent Disability. Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

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

ARTICLE III

MISCELLANEOUS

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

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

Section 3.3 Stockholder Rights; Unsecured Creditor Status. The grant of RSUs shall not entitle the Participant or a Participant’s estate, any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Participant, the Participant’s estate, any permitted transferee or beneficiary is registered on the books and records of the Company as

4

a stockholder with respect to the shares of Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant or the Participant’s estate, permitted transferee or beneficiary, until such broker has been so registered). Except as set forth above under Section 1.2(c) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Common Stock for which the record date is prior to the date on which the Participant, a Participant’s estate, any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such shares of Common Stock. RSUs constitute unsecured and unfunded obligations of the Company. As a holder of RSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.

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

Section 3.5 Section 409A. The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (i) the six-month anniversary of the date of the Participant’s separation from service or (ii) the date of Participant’s death (the “Delay Period”). All payments and distributions delayed pursuant to this Section 4.5 shall be paid or distributed to the Participant within 30 days following the end of the Delay Period, subject to the satisfaction of Tax-Related Items, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

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

Section 3.7 Breach of Covenants. In the event that (i) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (ii) the Committee makes a good faith determination at

5

any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (x) the Participant will be required to return to the Company all shares of Common Stock received by him or her as a result of the vesting of the RSUs during the one year period prior to such breach and the cash payment of related accrued dividends; provided, however, to the extent that any such shares of Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (y) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(d) hereof, under no circumstances will any unvested RSUs vest following the Committee’s determination that Participant has committed a material breach.

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

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

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

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

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

Section 3.13 Governing Law. The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation

6

shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

*****************

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

7

EX-10.13

Exhibit 10.13

RSU Certificate

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

NAME:    

NUMBER OF

RESTRICTED

SHARE UNITS:     

DATE OF GRANT:    

This certifies that CBS Outdoor Americas Inc., a Maryland corporation (the “Company”), has granted to the Director named above (the “Director”), on the date (the “Date of Grant”) indicated above, the number of restricted share units (the “RSUs”) indicated above, under the Company’s Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”), all on the Terms and Conditions attached hereto.

____________________________________

If there is a discrepancy between the CBS Outdoor Americas Stock Plans webpage and the official records maintained by the

office of the Senior Vice President, Human Resources, the official records will prevail.

CBS OUTDOOR AMERICAS INC.

Terms and Conditions to the Restricted Share Unit Certificate

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

1.    Grant of Restricted Share Units. On [ ] (the “Date of Grant”), CBS Outdoor Americas Inc., a Maryland corporation (the “Company”), hereby granted to the Director named on the attached RSU certificate (the “Director”), a grant of [ ] Restricted Share Units (the “RSUs”) under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”). The RSUs have been awarded to the Director subject to the terms and conditions contained in (A) the certificate for the [ ] grant of RSUs attached hereto (the “RSU Certificate”), (B) the terms and conditions contained herein and (C) the Plan, the terms of which are hereby incorporated by reference (the items listed in (A), (B) and (C), collectively, the “Terms and Conditions”). A copy of the Plan has been or will be made available to the Director on-line at Morgan Stanley’s website. Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the RSU Certificate or the Plan.

2.    General. The number of RSUs has been determined by dividing $[ ] by the Fair Market Value of a share of the Company’s Common Stock on the Date of Grant (or, if the Date of Grant is not a trading day, then on the last trading day immediately preceding the Date of Grant), with each fractional RSU rounded to the nearest whole RSU.

3.    Vesting; Termination of Service.

(a) Vesting. The RSUs shall vest on the first anniversary of the Date of Grant, provided that the Director is continuously providing Services from the Date of Grant through such anniversary.

(b) Termination of Service. If the Director’s Service should terminate for any reason, the Director shall forfeit all unvested RSUs as of the date of such event.

4.    Settlement of RSUs. On the date on which the RSUs vest, the RSUs will be payable in shares of Common Stock and will be evidenced in such manner as the Board in its discretion shall deem appropriate, including, without limitation, book-entry registration, unless determined otherwise. The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock to the Director’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, which will be within ten (10) business days after the date on which the RSUs vest, the Director may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Director maintains with a bank or broker, subject to any applicable trading restrictions.

5.    Dividend Equivalents. Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled. Dividend Equivalents will be subject to the same vesting and forfeiture

2

conditions as the underlying RSUs on which the Dividend Equivalents were accrued. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Director’s account on the date that it pays such regular cash dividends on shares of Common Stock. At the time when the RSUs underlying Dividend Equivalents vests, accrued Dividend Equivalents that have been credited to the Director’s account with respect to such corresponding RSUs shall be settled in shares of Common Stock determined by dividing (i) the aggregate amount credited in respect of such Dividend Equivalents by (ii) the Fair Market Value of a share of the Common Stock on the vest date in a manner consistent with Section 4; provided, however, that if a dividend payment date occurs between the time during which RSUs have vested but not yet been settled, the Dividend Equivalents payable with respect to such vested RSUs shall be paid in cash as soon as practicable following the dividend payment date, but in no event later than March 15^th of the calendar year following the calendar year in which the RSUs vest. Any fractional shares shall be paid in cash. Payment of Dividend Equivalents that have been credited to the Director’s account will not be made with respect to any RSUs that do not vest and are cancelled. Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Director.

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

7.Miscellaneous.

(a)    Stockholder Rights. The grant of RSUs shall not entitle the Director or the Director’s estate, any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Director, the Director’s estate, any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Director or the Director’s estate, permitted transferee or beneficiary, until such broker has been so registered).

(b)    No Right to Re-election. Nothing in the Terms and Conditions shall be deemed to create any obligation on the part of the Board to nominate any of its members for re-election by the Company’s stockholders, nor confer upon the Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation.

(c)    Section 409A. The intent of the Company is that the payment of RSUs under these Terms and Conditions not contravene Section 409A of the Code and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Director with respect to Section 409A of the Code.

(d)    Governing Law. These Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation

3

shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

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

*****************

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

4

EX-10.14

Exhibit 10.14

Summary of CBS Outdoor Americas Inc. Compensation for Outside Directors

(Effective March 28, 2014)

Directors who are not employees of CBS Outdoor Americas Inc. (the “Company”) or CBS Corporation (the “Outside Directors”) shall receive the following, to be effective as of 12:01 a.m. on the date on which the Company’s common stock begins trading on the New York Stock Exchange (“NYSE”) (such time, the “Effective Time”):

Cash Compensation

Each Outside Director shall be entitled to receive the following cash compensation:

• A $60,000 annual Board retainer, payable in equal installments quarterly in advance;    

• A $10,000 annual Committee Chair retainer for the chair of the Audit Committee, payable in equal installments quarterly in advance; and

• A per meeting attendance fee of $1,000 to committee members for each meeting of the Audit Committee (or any other ad hoc committee appointed by the Board).

Equity Compensation

Each Outside Director shall be entitled to receive the following awards under the CBS Outdoor Americas Inc. Omnibus Stock Incentive Plan:

• An automatic annual grant on the date of the Company’s Annual Meeting of Stockholders of Restricted Share Units (“RSUs”) with a value of $60,000 based on the closing price of the Company’s common stock on the NYSE on the date of grant, which RSUs will vest one year from the date of grant, with dividend equivalents accruing on such RSUs in amounts equal to the regular cash dividends paid on the Company’s Common Stock and such accrued dividend equivalents shall convert to shares of the Company’s Common Stock on the date of vesting; provided that the first annual grant will be awarded at the Effective Time, with the number of shares for this initial grant to be determined based on the public offering price; and

• A prorated RSU grant if he or she joins our board of directors following the date of the annual RSU grant, but during the calendar year of the grant.

Expenses

The board of directors will be reimbursed for expenses incurred in attending board, committee and stockholder meetings (including travel and lodging).

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeremy J. Male, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CBS Outdoor Americas Inc.;

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

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

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

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

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

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

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

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

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

Date: May 8, 2014

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

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Donald R. Shassian, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CBS Outdoor Americas Inc.;

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

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

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

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

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

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

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

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

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

Date: May 8, 2014

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

EX-32.1

Exhibit 32.1

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

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of CBS Outdoor Americas Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy J. Male, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

Date: May 8, 2014

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

EX-32.2

Exhibit 32.2

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

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of CBS Outdoor Americas Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald R. Shassian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

Date: May 8, 2014

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

XML

Asset Retirement Obligation - Narrative (Details)	3 Months Ended
	Mar. 31, 2014
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligations, Description	The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years.

XML

Segment Information - Revenues by Segment (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Revenues	$ 287.9	$ 279.2
U.S.
Segment Reporting Information [Line Items]
Revenues	255.0	245.2
International
Segment Reporting Information [Line Items]
Revenues	$ 32.9	$ 34.0

XML

Stock-Based Compensation - Schedule of Restricted Stock Units Award Activity (Details) (USD $)	3 Months Ended			3 Months Ended					0 Months Ended		0 Months Ended
	Mar. 31, 2014 CBS Corp. Equity and Incentive Plan		Mar. 27, 2014 CBS Corp. Equity and Incentive Plan	Mar. 27, 2014 CBS Corp. Equity and Incentive Plan Restricted Stock Units (RSUs) [Member]		Mar. 31, 2014 CBS Corp. Equity and Incentive Plan Restricted Stock Units (RSUs) [Member]	Mar. 31, 2014 Omnibus Stock Incentive Plan	Mar. 27, 2014 Omnibus Stock Incentive Plan	Mar. 31, 2014 Omnibus Stock Incentive Plan Restricted Stock Units (RSUs) [Member]	Mar. 27, 2014 Omnibus Stock Incentive Plan Restricted Stock Units (RSUs) [Member]	Mar. 31, 2014 Omnibus Stock Incentive Plan Performance Restricted Stock Units (PRSUs) [Member]	Mar. 31, 2014 Omnibus Stock Incentive Plan RSUs and PRSUs
RSUs and PRSUs, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Non-Vested, Beginning Balance (USD per share)	$ 32.09		$ 36.80				$ 22.60
Weighted Average Grant Date Fair Value, Grants in Period (USD per share)	$ 34.66								$ 28.26		$ 28.95
Weighted Average Grant Date Fair Value, Vested (USD per share)	$ 22.51
Weighted Average Grant Date Fair Value, Forfeited (USD per share)	$ 37.67
Weighted Average Grant Date Fair Value, Converted Awards (USD per share)			$ 37.77					$ 17.24
Weighted Average Grant Date Fair Value, Non-Vested, Ending Balance (USD per share)	$ 33.16	[1]	$ 36.80				$ 22.60
RSUs and PRSUs, Nonvested, Number of Shares [Roll Forward]
Non-vested as of December 31, 2013				472,490		67,561						1,074,152
Employee transfers and grants				11,875					361,861		151,270
Vested				(157,723)
Forfeited				(2,909)
CBS RSUs converted to Outdoor RSUs				(256,172)
Non-vested Outdoor RSUs converted from CBS RSUs										561,021
CBS RSU's not converted				67,561	[1]
Non-vested as of March 31, 2014				323,733		67,561						1,074,152

[1] Reflects RSUs which vested in April 2014.

XML

Segment Information - Segment OIBDA and Reconciliation to Consolidated Net Earnings (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting Information [Line Items]
Net income	$ 8.4		$ 19.9
Provision for income taxes	5.9		14.9
Equity in earnings of investee companies, net of tax	(0.6)		(0.3)
Interest expense	12.5		0.1
Other expense, net	0.5		0.1
Operating income	26.7		34.7
Net gain on dispositions	(0.9)		(9.8)
Depreciation and amortization	48.0		48.9
Stock-based compensation	1.8	[1]	1.6	[1]
Adjusted OIBDA	75.6		75.4
Capital expenditures	8.2		6.0
U.S.
Segment Reporting Information [Line Items]
Operating income	40.0		48.2
Net gain on dispositions	(0.8)		(9.9)
Depreciation and amortization	41.1		41.8
Adjusted OIBDA	80.3		80.1
Capital expenditures	7.0		5.3
International
Segment Reporting Information [Line Items]
Operating income	(5.7)		(6.6)
Net gain on dispositions	(0.1)		0.1
Depreciation and amortization	6.9		7.1
Adjusted OIBDA	1.1		0.6
Capital expenditures	1.2		0.7
Corporate
Segment Reporting Information [Line Items]
Operating income	(7.6)		(6.9)
Adjusted OIBDA	$ (5.8)		$ (5.3)

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

XML

Stock-Based Compensation - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified		0 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 27, 2014 Restricted Stock Units (RSUs) [Member]	Mar. 31, 2014 Restricted Stock Units (RSUs) [Member]	Mar. 31, 2014 Restricted Stock Units (RSUs) [Member] Minimum	Mar. 31, 2014 Restricted Stock Units (RSUs) [Member] Maximum	Mar. 31, 2014 Performance Restricted Stock Units (PRSUs) [Member] Minimum	Mar. 31, 2014 Performance Restricted Stock Units (PRSUs) [Member] Maximum	Mar. 31, 2014 Stock options	Mar. 18, 2014 Omnibus Stock Incentive Plan	Mar. 27, 2014 Omnibus Stock Incentive Plan Restricted Stock Units (RSUs) [Member]	Mar. 27, 2014 CBS Corp. Equity and Incentive Plan Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Not yet Recognized, Share-based Awards Other than Options			$ 22.5
Compensation Cost Not yet Recognized, Period for Recognition			2 years 10 months					2 years 10 months
Compensation Not yet Recognized, Stock Options	$ 1.6
Non-vested CBS RSUs converted to Outdoor RSUs											256,172
Non-vested Outdoor RSUs converted from CBS RSUs										561,021
Conversion of Award Ratio		2.2
Number of Shares Available for Grant									8,000,000
Award Vesting Period				3 years	4 years
Payout on Stock-Based Compensation Award (percent)						0.00%	120.00%

XML

Description of Business and Basis of Presentation - Narrative (Details) (USD $)	0 Months Ended	3 Months Ended	0 Months Ended		0 Months Ended
	Jan. 15, 2014	Mar. 31, 2014 segment markets	Apr. 28, 2014 Subsequent Event	Apr. 02, 2014 Subsequent Event	Apr. 02, 2014 Common Stock Subsequent Event	Apr. 02, 2014 Common Stock Shares Sold to Underwriter as Part of Total IPO Subsequent Event
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	100				23,000,000	3,000,000
% ownership by parent				81.00%
Dividends Payable, Date Announced			Apr. 28, 2014
Dividends declared per common share			$ 0.37
Dividends Payable, Date to be Paid			Jun. 30, 2014
Dividends Payable, Date of Record			Jun. 09, 2014
Number of Largest Markets in Which the Entity Operates, Domestic		25
Approximate Number of Markets in Which the Entity Operates		180
Number of Operating Segments		2

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Segment Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2014 segment
Segment Reporting [Abstract]
Number of Operating Segments	2

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2014		December 31, 2013
Land		$	88.5	$	88.6
Building and improvements	20 to 40 years	45.4		45.0
Advertising structures	5 to 20 years	1,658.7		1,662.3
Furniture, equipment and other	3 to 10 years	78.5		77.2
Construction in progress		12.0		18.9
		1,883.1		1,892.0
Less: accumulated depreciation		1,149.5		1,136.6
Property and equipment, net		$	733.6	$	755.4

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Retirement Benefits - Schedule of Net Benefit Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 0.3		$ 0.4
Interest cost	0.6		0.5
Expected return on plan assets	(0.7)		(0.6)
Amortization of actuarial losses(a)	0.2	[1]	0.3	[1]
Net periodic pension cost	$ 0.4		$ 0.6

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

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Long-Term Debt - Schedule of Long-Term Debt Instruments (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt (Note 8)	$ 1,598.0	$ 0
Weighted average cost of debt	4.20%	0.00%
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Long-term debt (Note 8)	798.0	0
Senior Notes
Debt Instrument [Line Items]
Long-term debt (Note 8)	800.0	0
Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Long-term debt (Note 8)	400.0	0
Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Long-term debt (Note 8)	$ 400.0	$ 0

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Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,344.7	$ 1,345.1
Accumulated Amortization	(995.2)	(980.7)
Net	349.5	364.4
Permits and leasehold agreements
Finite-Lived Intangible Assets [Line Items]
Gross	880.7	880.6
Accumulated Amortization	(667.9)	(659.0)
Net	212.8	221.6
Franchise agreements
Finite-Lived Intangible Assets [Line Items]
Gross	461.9	462.4
Accumulated Amortization	(326.2)	(320.7)
Net	135.7	141.7
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross	2.1	2.1
Accumulated Amortization	(1.1)	(1.0)
Net	$ 1.0	$ 1.1

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Income Taxes - Narrative (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate	43.10%	43.20%

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Stock-Based Compensation - Schedule of Allocation of Share-based Compensation Costs by Plan (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 1.8	$ 1.6
Tax benefit	(0.8)	(0.7)
Stock-based compensation expense, net of tax	1.0	0.9
RSUs and PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	1.6	1.5
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, before income taxes	$ 0.2	$ 0.1

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Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

Description of Business

CBS Outdoor Americas Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) was formed as an indirect wholly owned subsidiary of CBS Corporation (“CBS”). We provide advertising space (“displays”) on out-of-home advertising structures and sites in the U.S., Canada and Latin America. Our portfolio includes billboard displays, which are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. We also have a number of exclusive multi-year contracts to operate advertising displays in municipal transit systems. We have displays in all of the 25 largest markets in the U.S. and over 180 markets across the U.S., Canada and Latin America. We manage our business through two segments - United States (“U.S.”) and International. As of March 31, 2014, we were an indirect wholly owned subsidiary of CBS.

On April 2, 2014, we completed an initial public offering (the “IPO”) of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares. (See Note 2. Initial Public Offering.) As of April 2, 2014, CBS indirectly owned approximately 81% of the outstanding shares of our common stock. CBS has advised us that it currently intends to dispose of all of the shares of our common stock that it indirectly owns through a tax-free split-off (the “split-off”) in 2014, pursuant to which CBS will offer its stockholders the option to exchange their shares of CBS common stock for shares of our common stock in an exchange offer. If CBS does not proceed with the split-off, it could elect to dispose of our common stock in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of our shares to CBS’ stockholders or a combination of these transactions. All of these actions are subject to customary approvals, and there are no assurances that such transactions will be completed.

On April 16, 2014, CBS received a favorable private letter ruling from the Internal Revenue Service (“IRS”) with respect to our plan to convert to a real estate investment trust (“REIT”). After completion of the split-off, we intend to elect to be taxed as a REIT for U.S. federal income tax purposes. However, depending on how CBS elects to proceed with the split-off, we may cease to be a member of the CBS consolidated tax group prior to the effective date of the split-off. In such circumstance, we may make our REIT election effective as of the day after we cease to be a member of the CBS consolidated tax group.

On April 28, 2014, we announced that our board of directors approved a quarterly dividend of $0.37 per share. The dividend is payable on June 30, 2014, to stockholders of record of our common stock on June 9, 2014.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. Certain previously reported amounts have been reclassified to conform with the current presentation. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our prospectus, filed on March 28, 2014.

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

Our prior period financial statements were presented on a “carve-out” basis from CBS’s consolidated financial statements based on the historical results of operations, cash flows, assets and liabilities attributable to its Outdoor Americas operating segment. Management believes that the assumptions and estimates used in the preparation of the underlying consolidated financial statements are reasonable. However, the consolidated financial statements herein do not necessarily reflect what our financial position, results of operations or cash flows would have been if we had been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of our future results of operations, financial position or cash flows.

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Long-Term Debt - Narrative (Details) (USD $)	0 Months Ended	3 Months Ended
	Jan. 31, 2014	Mar. 31, 2014	Mar. 31, 2013
Line of Credit Facility [Line Items]
Covenant description		The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.
Debt Covenant, Consolidated Total Leverage Ratio		6.0
Consolidated Total Leverage Ratio		3.8
Debt Instrument [Line Items]
Deferred finance costs		$ 29,100,000
Distribution of net debt proceeds to CBS		1,523,800,000	0
Net proceeds retained from incurrence of debt	50,000,000
Secured Debt | Term loan, due 2021
Debt Instrument [Line Items]
Debt face amount	800,000,000
Maturity date	Jan. 31, 2021
Stated interest rate		2.25%
Adjustment to term loan reference rate to arrive at effective rate		plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%
Basis spread on variable rate		0.75%
Interest rate at period end		3.00%
Debt discount at issuance	2,000,000
Senior Notes | 5.250% senior unsecured notes, due 2022
Debt Instrument [Line Items]
Debt face amount	400,000,000
Maturity date	Jan. 31, 2022
Stated interest rate	5.25%
Allowable early redemption percentage for senior notes		35.00%
Senior Notes | 5.625% senior unsecured notes, due 2024
Debt Instrument [Line Items]
Debt face amount	400,000,000
Maturity date	Jan. 31, 2024
Stated interest rate	5.625%
Allowable early redemption percentage for senior notes		35.00%
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt at fair value		1,600,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	425,000,000
Credit facility, expiration date	Jan. 31, 2019
Cash adjustment to debt compliance calculation		150,000,000
Covenant description		The Credit Agreement contains certain customary affirmative and negative covenants. The terms of the Revolving Credit Facility require that we maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 3.5 to 1.0. If we elect to be taxed as a REIT, the Maximum Consolidated Net Secured Leverage Ratio will increase to 4.0 to 1.0.
Maximum consolidated net secured leverage ratio		3.5
Maximum consolidated net secured coverage ratio, REIT election		4.0
Maximum consolidated net secured leverage ratio		1.6
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 80,000,000

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications	1.8			—			1.8
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income	1.8			0.2			2.0
As of March 31, 2014	$	(67.4	)	$	(5.7	)	$	(73.1	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications	(2.3		)	—			(2.3		)
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income (loss), net of tax	(2.3		)	0.2			(2.1		)
As of March 31, 2013	$	(56.6	)	$	(11.5	)	$	(68.1	)

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2014			December 31, 2013
Term loan, due 2021	$	798.0		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.0		$	—
Weighted average cost of debt	4.2		%	—		%

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Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Total assets	$ 3,458.4	$ 3,355.5
U.S.
Segment Reporting Information [Line Items]
Total assets	3,054.0	3,027.6
International
Segment Reporting Information [Line Items]
Total assets	305.4	327.9
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 99.0	$ 0

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Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ (75.1)	$ (66.0)
Other comprehensive income before reclassifications	1.8	(2.3)
Amortization of actuarial losses reclassified to net income	0.2	0.2
Total other comprehensive income (loss), net of tax	2.0	(2.1)
Ending balance	(73.1)	(68.1)
Net Actuarial Gain (Loss)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(5.9)	(11.7)
Other comprehensive income before reclassifications	0	0
Amortization of actuarial losses reclassified to net income	0.2	0.2
Total other comprehensive income (loss), net of tax	0.2	0.2
Ending balance	(5.7)	(11.5)
Cumulative Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(69.2)	(54.3)
Other comprehensive income before reclassifications	1.8	(2.3)
Amortization of actuarial losses reclassified to net income	0	0
Total other comprehensive income (loss), net of tax	1.8	(2.3)
Ending balance	$ (67.4)	$ (56.6)

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

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

Stock-based compensation expense

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,
(in millions)	2014			2013
RSUs and PRSUs	$	1.6		$	1.5
Stock options	0.2			0.1
Stock-based compensation expense, before income taxes	1.8			1.6
Tax benefit	(0.8		)	(0.7		)
Stock-based compensation expense, net of tax	$	1.0		$	0.9

Activity of RSUs and PRSUs Issued to Our Employees

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs				Outdoor RSUs
	Activity		Weighted Average Per Share Grant Date Fair Market Value		Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2013	472,490		$	32.09
Employee transfers and grants	11,875		34.66
Vested	(157,723	)	22.51
Forfeited	(2,909	)	37.67
Non-vested before conversion	323,733		36.80
CBS RSUs converted to Outdoor RSUs	(256,172	)	37.77
Non-vested Outdoor RSUs converted from CBS RSUs					561,021	$	17.24
Non-vested CBS RSUs not being converted to Outdoor RSUs(a)	67,561		33.16
Granted:
RSUs					361,861	28.26
PRSUs					151,270	28.95
Non-vested as of March 31, 2014	67,561		33.16		1,074,152	22.60

(a) Reflects RSUs which vested in April 2014.

Activity of CBS's Stock Options Issued to Our Employees

The following table summarizes the activity of CBS’ stock options issued to our employees.

	Stock Options		Weighted Average Grant Date Fair Market Value
Outstanding as of December 31, 2013	399,581		$	29.30
Exercised	(103,176	)	24.68
Forfeited	(38,064	)	30.79
Outstanding as of March 31, 2014	258,341		30.92
Exercisable as of March 31, 2014	117,308		17.70

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Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	0.3		$	0.4
Interest cost	0.6			0.5
Expected return on plan assets	(0.7		)	(0.6		)
Amortization of actuarial losses(a)	0.2			0.3
Net periodic pension cost	$	0.4		$	0.6

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

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Statement of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Operating Activities:
Net income	$ 8.4		$ 19.9
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	48.0		48.9
Deferred tax benefit	(6.8)		(3.7)
Stock-based compensation	1.8	[1]	1.6	[1]
Provision for doubtful accounts	0.7		(1.1)
Net gain on dispositions	(0.9)		(9.8)
Equity in earnings of investee companies, net of tax	(0.6)		(0.3)
Distributions from investee companies	3.0		1.0
Amortization of deferred financing costs	0.7		0
Change in assets and liabilities, net of investing and financing activities	(54.0)		(46.7)
Net Cash Provided by (Used in) Operating Activities	0.3		9.8
Investing Activities:
Capital expenditures	(8.2)		(6.0)
Acquisitions	0		(7.8)
Proceeds from dispositions	0.5		10.9
Net Cash Provided by (Used in) Investing Activities	(7.7)		(2.9)
Financing Activities:
Proceeds from long-term debt borrowings	1,598.0		0
Deferred financing fees	(24.3)		0
Excess tax benefit from stock-based compensation	0		3.6
Distribution of net debt proceeds to CBS	(1,523.8)		0
Net cash contribution from (distribution to) CBS	42.2		(8.4)
Other	(0.1)		0
Net Cash Provided by (Used in) Financing Activities	92.0		(4.8)
Effect of exchange rate changes on cash and cash equivalents	(0.5)		0.3
Net increase in cash and cash equivalents	84.1		2.4
Cash and cash equivalents at beginning of period	29.8		20.2
Cash and cash equivalents at end of period	113.9		22.6
Supplemental disclosure of cash flow Information:
Cash paid for income taxes	$ 4.8		$ 1.4

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

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

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

	Three Months Ended
	March 31,
(in millions)	2014		2013
Revenues:
U.S.	$	255.0	$	245.2
International	32.9		34.0
Total revenues	$	287.9	$	279.2

Segment Adjusted OIBDA and Reconciliation to Consolidated Net Earnings (Loss)

	Three Months Ended
	March 31,
(in millions)	2014			2013
Net income	$	8.4		$	19.9
Provision for income taxes	5.9			14.9
Equity in earnings of investee companies, net of tax	(0.6		)	(0.3		)
Interest expense	12.5			0.1
Other expense, net	0.5			0.1
Operating income	26.7			34.7
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation and amortization	48.0			48.9
Stock-based compensation(a)	1.8			1.6
Total Adjusted OIBDA	$	75.6		$	75.4
Adjusted OIBDA:
U.S.	$	80.3		$	80.1
International	1.1			0.6
Corporate	(5.8		)	(5.3		)
Total Adjusted OIBDA	$	75.6		$	75.4

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

Tabular Disclosure by Reportable Segments

	Three Months Ended
	March 31,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	40.0		$	48.2
International	(5.7		)	(6.6		)
Corporate	(7.6		)	(6.9		)
Total operating income	$	26.7		$	34.7
Net (gain) loss on dispositions:
U.S.	$	(0.8	)	$	(9.9	)
International	(0.1		)	0.1
Total gain on dispositions	$	(0.9	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	41.1		$	41.8
International	6.9			7.1
Total depreciation and amortization	$	48.0		$	48.9
Capital expenditures:
U.S.	$	7.0		$	5.3
International	1.2			0.7
Total capital expenditures	$	8.2		$	6.0

Reconciliation of Assets from Segment to Consolidated

	As of
(in millions)	March 31, 2014		December 31, 2013
Assets:
U.S.	$	3,054.0	$	3,027.6
International	305.4		327.9
Corporate	99.0		—
Total assets	$	3,458.4	$	3,355.5

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Asset Retirement Obligation - Schedule of Change in Asset Retirement Obligation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
As of December 31, 2013	$ 31.7
Accretion expense	0.5
Additions	0.2
Liabilities settled	(0.2)
Foreign currency translation adjustments	(0.3)
As of March 31, 2014	$ 31.9

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Commitment and Contingencies - Narrative (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit and surety bonds	$ 81.3	$ 78.3
CBS Corp.
Related Party Transaction [Line Items]
Indemnification of Letters of Credit and Surety Bonds	$ 1.2	$ 78.3

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Statement of Financial Position (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets, Current [Abstract]
Cash and cash equivalents	$ 113.9	$ 29.8
Receivables, less allowance ($15.0 in 2014 and $15.7 in 2013)	155.2	178.8
Deferred income tax assets, net	24.6	24.5
Prepaid lease and transit franchise costs	113.0	62.7
Other prepaid expenses	19.6	15.5
Other current assets	11.5	5.9
Total current assets	437.8	317.2
Assets, Noncurrent [Abstract]
Property and equipment, net (Note 4)	733.6	755.4
Goodwill	1,863.2	1,865.7
Intangible assets (Note 5)	349.5	364.4
Other assets	74.3	52.8
Total assets	3,458.4	3,355.5
Liabilities, Current [Abstract]
Accounts payable	59.2	80.0
Accrued compensation	13.2	28.2
Accrued lease costs	14.1	17.7
Other accrued expenses	49.6	37.8
Deferred revenues	30.0	22.9
Other current liabilities	31.5	25.6
Total current liabilities	197.6	212.2
Liabilities, Noncurrent [Abstract]
Long-term debt (Note 8)	1,598.0	0
Deferred income tax liabilities, net	279.5	288.5
Asset retirement obligation (Note 6)	31.9	31.7
Other liabilities	65.9	68.7
Total liabilities	2,172.9	601.1
Commitments and Contingencies (Note 14)
Stockholders’ equity/invested equity (Note 10):
Common Stock (2014 - 450 shares authorized, and 97 shares issued and outstanding; 2013 - no shares authorized, issued, or outstanding)	1.0	0
Additional paid-in capital	1,350.3	0
Retained earnings	7.3	0
Invested capital	0	2,829.5
Accumulated other comprehensive loss	(73.1)	(75.1)
Total stockholders’ equity	1,285.5
Total invested equity		2,754.4
Total liabilities and stockholders’ equity/invested equity	$ 3,458.4	$ 3,355.5

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Equity - Narrative (Details) (USD $)	0 Months Ended				0 Months Ended		0 Months Ended
	Jan. 15, 2014	Mar. 31, 2014	Dec. 31, 2013	Apr. 02, 2014 Subsequent Event	Mar. 14, 2014 Common Stock	Mar. 13, 2014 Common Stock	Apr. 02, 2014 Common Stock Subsequent Event	Apr. 02, 2014 Shares Sold to Underwriter as Part of Total IPO Common Stock Subsequent Event
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	100						23,000,000	3,000,000
Stockholders' Equity Note, Stock Split, Conversion Ratio					970,000
Common Stock, Issued		97,000,000	0	120,000,000
Common Stock, Outstanding		97,000,000	0	120,000,000	97,000,000	100
Shares Issued, Price Per Share							$ 28
Common Stock, Authorized		450,000,000	0
Common Stock, Par Value		$ 0.01
Preferred Stock, Shares Authorized		50,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.01
Preferred Stock, Shares Issued		0
Preferred Stock, Shares Outstanding		0
% ownership by parent				81.00%

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Statement of Invested Equity/Shareholders' Equity (USD $) In Millions, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Invested Capital	Accumulated Other Comprehensive Loss
Invested Equity, Beginning Balance at Dec. 31, 2012	$ 2,843.9				$ 2,909.9	$ (66.0)
Net income	19.9				19.9
Net contribution from (distribution to) CBS	(2.5)				(2.5)
Other comprehensive income (loss)	(2.1)					(2.1)
Invested Equity, Ending Balance at Mar. 31, 2013	2,859.2				2,927.3	(68.1)
Shares of Common Stock at Dec. 31, 2013	0
Invested Equity, Beginning Balance at Dec. 31, 2013	2,754.4				2,829.5	(75.1)
Net income	8.4			7.3	1.1
Net contribution from (distribution to) CBS	44.5		44.5
Other comprehensive income (loss)	2.0					2.0
Conversion to equity (shares)		97,000,000
Conversion to equity	0	1.0	2,829.6		(2,830.6)
Distribution of debt proceeds to CBS	(1,523.8)		(1,523.8)
Stockholders' Equity, Ending Balance at Mar. 31, 2014	$ 1,285.5	$ 1.0	$ 1,350.3	$ 7.3	$ 0	$ (73.1)
Shares of Common Stock at Mar. 31, 2014	97,000,000	97,000,000

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Property and Equipment - Summary of Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified							3 Months Ended				3 Months Ended				3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Land [Member]	Dec. 31, 2013 Land [Member]	Mar. 31, 2014 Building and Building Improvements [Member]	Dec. 31, 2013 Building and Building Improvements [Member]	Mar. 31, 2014 Building and Building Improvements [Member] Minimum	Mar. 31, 2014 Building and Building Improvements [Member] Maximum	Mar. 31, 2014 Advertising Structures [Member}	Dec. 31, 2013 Advertising Structures [Member}	Mar. 31, 2014 Advertising Structures [Member} Minimum	Mar. 31, 2014 Advertising Structures [Member} Maximum	Mar. 31, 2014 Furniture, Equipment and Other [Member]	Dec. 31, 2013 Furniture, Equipment and Other [Member]	Mar. 31, 2014 Furniture, Equipment and Other [Member] Minimum	Mar. 31, 2014 Furniture, Equipment and Other [Member] Maximum	Mar. 31, 2014 Construction in progress [Member]	Dec. 31, 2013 Construction in progress [Member]
Property and Equipment [Line Items]
Property and Equipment	$ 1,883.1	$ 1,892.0	$ 88.5	$ 88.6	$ 45.4	$ 45.0			$ 1,658.7	$ 1,662.3			$ 78.5	$ 77.2			$ 12.0	$ 18.9
Less: accumulated depreciation	1,149.5	1,136.6
Property and equipment, net	$ 733.6	$ 755.4
Property, Plant and Equipment, Useful Life							20 years	40 years			5 years	20 years			3 years	10 years

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Commitment and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Off-Balance Sheet Commitments

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

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

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

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. The outstanding letters of credit and surety bonds approximated $81.3 million as of March 31, 2014, of which $1.2 million was indemnified by CBS, and $78.3 million as of December 31, 2013, all of which was indemnified by CBS, and were not recorded on the Consolidated Statements of Financial Position. Upon the renewal of our lease and franchise agreements, and upon the entry into new arrangements with respect to our letters of credit and surety bonds, our letters of credit and surety bonds will no longer be indemnified by CBS.

Legal Matters

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

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Property and Equipment - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation	$ 26.1	$ 26.0

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Description of Business and Basis of Presentation policy (Policies)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

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

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Statement of Invested Equity/Shareholders' Equity (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2014
Statement of Stockholders' Equity [Abstract]
Common Stock, Par Value	$ 0.01
Distribution of debt proceeds to CBS per share	$ 15.71

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Statement of Financial Position (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 15.0	$ 15.7
Common Stock, Authorized	450,000,000	0
Common Stock, Issued	97,000,000	0
Common Stock, Outstanding	97,000,000	0

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Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Income [Abstract]

Accumulated Comprehensive Income

Accumulated Other Comprehensive Income

(in millions)	Cumulative Translation Adjustments			Net Actuarial Gain (Loss)			Accumulated Other Comprehensive Income (Loss)
As of December 31, 2013	$	(69.2	)	$	(5.9	)	$	(75.1	)
Other comprehensive income before reclassifications	1.8			—			1.8
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income	1.8			0.2			2.0
As of March 31, 2014	$	(67.4	)	$	(5.7	)	$	(73.1	)
As of December 31, 2012	$	(54.3	)	$	(11.7	)	$	(66.0	)
Other comprehensive income before reclassifications	(2.3		)	—			(2.3		)
Amortization of actuarial losses reclassified to net income	—			0.2			0.2
Other comprehensive income (loss), net of tax	(2.3		)	0.2			(2.1		)
As of March 31, 2013	$	(56.6	)	$	(11.5	)	$	(68.1	)

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Document and Entity Information Document	3 Months Ended
	Mar. 31, 2014	May 07, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	CBS Outdoor Americas Inc.
Entity Central Index Key	0001579877
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		120,000,000

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Equity

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Equity

Equity

On January 15, 2014, 100 shares of our common stock were issued to CBS. 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 purposes of calculating earnings per share, 97,000,000 shares were considered outstanding for all periods presented.

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC. On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share. Our total shares issued and outstanding upon completion of the IPO was 120,000,000. (See Note 2. Initial Public Offering.)

As of March 31, 2014, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 97,000,000 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized with no shares issued and outstanding.

As of April 2, 2014, CBS owns approximately 81% of the outstanding shares of our common stock.

On March 25, 2014, our board of directors granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in our charter, subject to certain initial and ongoing conditions designed to protect our status as a REIT.

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Statement of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues [Abstract]
Billboard	$ 207.7	$ 205.3
Transit and other	80.2	73.9
Total revenues	287.9	279.2
Expenses:
Operating	163.5	162.2
Selling, general and administrative	50.6	43.2
Net gain on dispositions	(0.9)	(9.8)
Depreciation	26.1	26.0
Amortization	21.9	22.9
Total expenses	261.2	244.5
Operating income	26.7	34.7
Interest expense	(12.5)	(0.1)
Other expense, net	(0.5)	(0.1)
Income before provision for income taxes and equity in earnings of investee companies	13.7	34.5
Provision for income taxes	(5.9)	(14.9)
Equity in earnings of investee companies, net of tax	0.6	0.3
Net income	$ 8.4	$ 19.9
Net income per common share:
Basic	$ 0.09	$ 0.21
Diluted	$ 0.09	$ 0.21
Weighted average shares outstanding:
Basic	97.0	97.0
Diluted	97.0	97.0

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Property and Equipment

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

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

		As of
(in millions)	Estimated Useful Lives	March 31, 2014		December 31, 2013
Land		$	88.5	$	88.6
Building and improvements	20 to 40 years	45.4		45.0
Advertising structures	5 to 20 years	1,658.7		1,662.3
Furniture, equipment and other	3 to 10 years	78.5		77.2
Construction in progress		12.0		18.9
		1,883.1		1,892.0
Less: accumulated depreciation		1,149.5		1,136.6
Property and equipment, net		$	733.6	$	755.4

Depreciation expense was $26.1 million for the three months ended March 31, 2014, and $26.0 million for the three months ended March 31, 2013.

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New Accounting Standards

3 Months Ended

Mar. 31, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

New Accounting Standards

Adoption of New Accounting Standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists

During the three months ended March 31, 2014, we adopted the Financial Accounting Standards Board’s (the “FASB’s”) guidance on the presentation of the reserve for uncertain tax positions when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the reserve for uncertain tax positions to be presented in the financial statements as a reduction to the deferred tax asset for a tax loss or other tax carryforward that would be applied in the settlement of the uncertain tax position. This guidance did not have a material effect on our consolidated financial statements.

Obligations Resulting from Joint and Several Liability Arrangements

During the three months ended March 31, 2014, we adopted FASB guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this guidance, we are required to measure our obligations under such arrangements as the sum of the amount we agreed to pay in the arrangement among our co-obligors and any additional amount we expect to pay on behalf of our co-obligors. We are also required to disclose the nature and amount of the obligation. This guidance did not have a material effect on our consolidated financial statements.

Recent Pronouncements

Service Concession Arrangements

In January 2014, the FASB issued guidance on the accounting for service concession arrangements with public sector entities. This guidance specifies that an operating entity should not account for a service concession arrangement as a lease and the infrastructure used in a service concession arrangement should not be recognized as property, plant and equipment. This guidance applies when the public sector entity controls the services that the operating entity must provide within the infrastructure and also controls any residual interest in the infrastructure at the end of the term of the arrangement. We are currently evaluating the impact of this guidance, which is effective for reporting periods beginning after December 15, 2014, on our consolidated financial statements.

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

In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. The new guidance changes the requirements, including additional disclosures, for reporting discontinued operations which may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance is effective for interim periods and annual periods beginning after December 31, 2014. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

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

	Three Months Ended
	March 31,
(in millions)	2014		2013
Revenues:
U.S.	$	255.0	$	245.2
International	32.9		34.0
Total revenues	$	287.9	$	279.2

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Net income	$	8.4		$	19.9
Provision for income taxes	5.9			14.9
Equity in earnings of investee companies, net of tax	(0.6		)	(0.3		)
Interest expense	12.5			0.1
Other expense, net	0.5			0.1
Operating income	26.7			34.7
Net gain on dispositions	(0.9		)	(9.8		)
Depreciation and amortization	48.0			48.9
Stock-based compensation(a)	1.8			1.6
Total Adjusted OIBDA	$	75.6		$	75.4
Adjusted OIBDA:
U.S.	$	80.3		$	80.1
International	1.1			0.6
Corporate	(5.8		)	(5.3		)
Total Adjusted OIBDA	$	75.6		$	75.4

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Operating income (loss):
U.S.	$	40.0		$	48.2
International	(5.7		)	(6.6		)
Corporate	(7.6		)	(6.9		)
Total operating income	$	26.7		$	34.7
Net (gain) loss on dispositions:
U.S.	$	(0.8	)	$	(9.9	)
International	(0.1		)	0.1
Total gain on dispositions	$	(0.9	)	$	(9.8	)
Depreciation and amortization:
U.S.	$	41.1		$	41.8
International	6.9			7.1
Total depreciation and amortization	$	48.0		$	48.9
Capital expenditures:
U.S.	$	7.0		$	5.3
International	1.2			0.7
Total capital expenditures	$	8.2		$	6.0

	As of
(in millions)	March 31, 2014		December 31, 2013
Assets:
U.S.	$	3,054.0	$	3,027.6
International	305.4		327.9
Corporate	99.0		—
Total assets	$	3,458.4	$	3,355.5

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2014

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

Stock-Based Compensation

Stock-Based Compensation

On March 18, 2014, our board of directors approved the Omnibus Stock Incentive Plan (the “Stock Plan”) and reserved 8,000,000 shares of our common stock for stock-based awards. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under our Stock Plan.

The Stock Plan also provides for the treatment of awards held by our employees that were originally granted under various CBS stock plans. Prior to our IPO, certain of our employees were granted awards of RSUs, PRSUs and stock options for CBS Class B common stock under the CBS equity incentive plans. At the time of the IPO, substantially all outstanding RSUs and PRSUs for CBS Class B common stock (the “CBS RSUs”) were converted into RSUs and PRSUs for our common stock (the “Outdoor RSUs”) under the Stock Plan.

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three- to four-year service period. For PRSU awards, the number of shares an employee earns may range from 0% to 120% based on the outcome of a one year performance condition. Compensation expense is recorded based on the probable outcome of the performance condition. On an annual basis, the board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met. Forfeitures of RSUs are estimated on the date of grant based on historical forfeiture rates. On an annual basis, adjustments are made to compensation expense based on actual forfeiture and the forfeiture rates are revised as necessary.

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2014 and 2013.

	Three Months Ended
	March 31,
(in millions)	2014			2013
RSUs and PRSUs	$	1.6		$	1.5
Stock options	0.2			0.1
Stock-based compensation expense, before income taxes	1.8			1.6
Tax benefit	(0.8		)	(0.7		)
Stock-based compensation expense, net of tax	$	1.0		$	0.9

As of March 31, 2014, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $22.5 million, which is expected to be recognized over a weighted average period of 2.8 years, and total unrecognized compensation cost related to non-vested stock options was $1.6 million, which is expected to be recognized over a weighted average period of 2.8 years.

RSUs and PRSUs

On March 27, 2014, 256,172 non-vested CBS RSUs held by our employees were converted into 561,021 non-vested Outdoor RSUs. The number of RSUs was converted at a ratio of approximately 2.2 to 1.0 in order to preserve the fair value of the awards both before and after conversion.

The following table summarizes the activity of the RSUs and PRSUs issued to our employees.

	CBS RSUs				Outdoor RSUs
	Activity		Weighted Average Per Share Grant Date Fair Market Value		Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2013	472,490		$	32.09
Employee transfers and grants	11,875		34.66
Vested	(157,723	)	22.51
Forfeited	(2,909	)	37.67
Non-vested before conversion	323,733		36.80
CBS RSUs converted to Outdoor RSUs	(256,172	)	37.77
Non-vested Outdoor RSUs converted from CBS RSUs					561,021	$	17.24
Non-vested CBS RSUs not being converted to Outdoor RSUs(a)	67,561		33.16
Granted:
RSUs					361,861	28.26
PRSUs					151,270	28.95
Non-vested as of March 31, 2014	67,561		33.16		1,074,152	22.60

(a) Reflects RSUs which vested in April 2014.

Stock Options

CBS’ stock options held by our employees will remain outstanding until the split-off. At the time of the split-off, each CBS option held by our employees will be converted into an option under the Stock Plan to purchase our common stock with substantially equivalent terms, except that the number of shares of our common stock subject to each converted stock option award and the exercise price of each converted stock option award will be adjusted in order to preserve the intrinsic value of the award at the time of conversion. The following table summarizes the activity of CBS’ stock options issued to our employees.

	Stock Options		Weighted Average Grant Date Fair Market Value
Outstanding as of December 31, 2013	399,581		$	29.30
Exercised	(103,176	)	24.68
Forfeited	(38,064	)	30.79
Outstanding as of March 31, 2014	258,341		30.92
Exercisable as of March 31, 2014	117,308		17.70

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

CBS Corporation

These financial statements include charges from CBS for services, such as tax, internal audit, cash management, insurance, technology systems and other services. In addition, prior to 2014, CBS provided benefits to our employees, including certain post-employment benefits, medical, dental, life and disability insurance and participation in a 401(k) savings plan. Charges for these services and benefits are reflected in the consolidated financial statements based on the specific identification of costs, assets and liabilities or based on various allocation methods, including factors such as headcount, time and effort spent on matters relating to us, and the number of CBS operating entities benefiting from such services. Charges for these services and benefits have been included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and totaled $6.4 million in the three months ended March 31, 2014, and $17.7 million in the same prior-year period. Also included in these charges are professional fees associated with our planned election to be taxed as a REIT. Our expenses as a stand-alone company may be different from those reflected in the Consolidated Statements of Operations prior to the IPO. Effective January 1, 2014, our employees began participating in employee benefit plans maintained by us. As a result, there were no benefits provided by CBS in the three months ended March 31, 2014. In addition, during 2014, certain other services previously provided by CBS have been transitioned to us.

As of March 31, 2014, receivables from CBS were $0.4 million and payables to CBS were $2.5 million, which were included in Other current assets and Other current liabilities, respectively, on our Consolidated Statement of Financial Position. As of December 31, 2013, there were no receivables or payables from CBS on our Consolidated Statement of Financial Position.

On April 2, 2014, we entered into a transition services agreement with CBS, pursuant to which CBS will temporarily provide us with certain services (including legal, finance, information technology, insurance, tax and employment functions), and we will provide certain limited services to CBS. Also on April 2, 2014, we entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which we have the right to use “CBS” in the corporate names of the Company and our subsidiaries for up to 90 days after the split-off and have the right to use the “CBS” mark and logo on our advertising billboards for up to 18 months after the split-off.

Prior to the incurrence of indebtedness on January 31, 2014, intercompany transactions between CBS and us were considered to be effectively settled in cash in the financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from CBS, are reflected in Net cash contribution from (distribution to) CBS on the Condensed Consolidated Statements of Cash Flows and Net contribution from (distribution to) CBS on the Consolidated Statements of Invested Equity/Stockholders’ Equity. The amounts on these financial statement line items differ due to non-cash transactions, such as stock-based compensation expense.

For advertising spending placed by CBS and its subsidiaries, we recognized total revenues of $1.9 million for the three months ended March 31, 2014, and $2.5 million for the three months ended March 31, 2013.

Other Related Parties

Viacom Inc. is controlled by National Amusements, Inc., the controlling stockholder of CBS. Revenues recognized for advertising spending placed by various subsidiaries of Viacom Inc. were $1.6 million for the three months ended March 31, 2014, and $2.4 million for the three months ended March 31, 2013.

We have a 50% ownership interest in two joint ventures that operate transit shelters in Los Angeles and Vancouver. These ventures are accounted for as equity investments. These investments totaled $22.4 million as of March 31, 2014, and $24.1 million as of December 31, 2013, and are included in Other assets on the Consolidated Statements of Financial Position. We provide management services to these joint ventures. Management fees earned from these joint ventures were immaterial for all periods presented.

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible Assets

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

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2014:
Permits and leasehold agreements	$	880.7	$	(667.9	)	$	212.8
Franchise agreements	461.9		(326.2		)	135.7
Other intangible assets	2.1		(1.1		)	1.0
Total intangible assets	$	1,344.7	$	(995.2	)	$	349.5
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $21.9 million for the three months ended March 31, 2014, and $22.9 million for the three months ended March 31, 2013, which includes the amortization of direct lease acquisition costs of $7.0 million for the three months ended March 31, 2014, and $7.8 million for the three months ended March 31, 2013. Direct lease acquisition costs are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year.

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Asset Retirement Obligation

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligation

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

(in millions)
As of December 31, 2013	$	31.7
Accretion expense	0.5
Additions	0.2
Liabilities settled	(0.2		)
Foreign currency translation adjustments	(0.3		)
As of March 31, 2014	$	31.9

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Long-Term Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following:

	As of
(in millions, except percentages)	March 31, 2014			December 31, 2013
Term loan, due 2021	$	798.0		$	—
Senior unsecured notes:
5.250% senior unsecured notes, due 2022	400.0			—
5.625% senior unsecured notes, due 2024	400.0			—
Total senior unsecured notes	800.0			—
Total long-term debt	$	1,598.0		$	—
Weighted average cost of debt	4.2		%	—		%

Term Loan

On January 31, 2014, two of our wholly owned subsidiaries, CBS Outdoor Americas Capital LLC (“Capital LLC”) and CBS Outdoor Americas Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan,” together with the Revolving Credit Facility (as defined below), the “Senior Credit Facilities”). The Senior Credit Facilities are governed by a credit agreement, dated as of January 31, 2014, (the “Credit Agreement”). The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Term Loan.

The Term Loan bears interest at a rate per annum equal to 2.25%plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum as of March 31, 2014. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The Term Loan was issued at a discount of $2.0 million, which we are amortizing through Interest expense on the Consolidated Statement of Operations over the life of the Term Loan.

Senior Unsecured Notes

Also on January 31, 2014, the Borrowers issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes”) in a private placement. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Senior Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2014.

On or after February 15, 2017, the Borrowers may redeem at any time, or from time to time, some or all of the 5.250% Senior Unsecured Notes due 2022, and on or after February 15, 2019, the Borrowers may also redeem at any time, or from time to time, some or all of the 5.625% Senior Unsecured Notes due 2024. Prior to such dates, the Borrowers may redeem some or all of the Senior Notes subject to a customary make-whole premium. In addition, prior to February 15, 2017, the Borrowers may redeem up to 35% of the aggregate principal amount of each series of Senior Notes with the proceeds of certain equity offerings.

Pursuant to a registration rights agreement dated January 31, 2014, we and the Borrowers have agreed to use commercially reasonable efforts to cause a registration statement to become effective with the SEC relating to an offer to exchange the Senior Notes for registered Senior Notes having substantially identical terms, or, in certain cases, to register the Senior Notes for resale. If we and the Borrowers do not register or exchange the Senior Notes per the terms of the registration rights agreement, the Borrowers will be required to pay additional interest to the holders of the Senior Notes under certain circumstances.

Revolving Credit Facility

On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019 (the “Revolving Credit Facility”). Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on our Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility for the three months ended March 31, 2014, was immaterial. As of March 31, 2014, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions. The Revolving Credit Facility is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority pledge of all the capital stock of our subsidiaries directly held by the Borrowers and the guarantors under the Revolving Credit Facility.

The Credit Agreement contains certain customary affirmative and negative covenants. The terms of the Revolving Credit Facility require that we maintain a Maximum Consolidated Net Secured Leverage Ratio of no greater than 3.5 to 1.0. If we elect to be taxed as a REIT, the Maximum Consolidated Net Secured Leverage Ratio will increase to 4.0 to 1.0. As of March 31, 2014, our Maximum Consolidated Net Secured Leverage Ratio was 1.6 to 1.0. The Credit Agreement requires, in connection with the incurrence of certain indebtedness, that we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of March 31, 2014, our Consolidated Total Leverage Ratio was 3.8 to 1.0. 

Letter of Credit Facility

On January 31, 2014, the Borrowers also entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million. After the first year, the letter of credit facility will automatically extend for successive one-year periods unless either the Borrowers or the issuing bank under it elect not to extend it. The letter of credit facility is unconditionally guaranteed by us and our material existing and future direct and indirect wholly owned domestic subsidiaries (except the Borrowers), subject to certain exceptions, and is secured on an equal and ratable basis by the same collateral that secures the Senior Credit Facilities. The fee under the letter of credit facility for the three months ended March 31, 2014, was immaterial.

Deferred Financing Costs

We deferred $29.1 million in fees and expenses associated with the Senior Credit Facilities, Senior Notes and letter of credit facility. We are amortizing the deferred fees through Interest expense on the Consolidated Statement of Operations over the term of each debt facility.

Use of Proceeds

On January 31, 2014, we transferred approximately $1.5 billion of the combined proceeds from the Term Loan and the Senior Notes to a wholly owned subsidiary of CBS, which is an amount equal to the net proceeds from the total indebtedness less $50.0 million, which remained with us for general corporate purposes.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $1.6 billion as of March 31, 2014. The fair value of our debt is classified as Level 2.

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Initial Public Offering - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended
	Jan. 15, 2014	Apr. 02, 2014 Subsequent Event	Apr. 02, 2014 Common Stock Subsequent Event	Apr. 02, 2014 Common Stock Shares Sold to Underwriter as Part of Total IPO Subsequent Event
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	100		23,000,000	3,000,000
Shares Issued, Price Per Share			$ 28
Proceeds from initial public offering		$ 615.0
Payments to acquire Outdoor Americas operating segment entities from CBS		515.0
Proceeds from Initial Public Offering Held for Payment Upon Election of REIT Status		$ 100.0

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Retirement Benefits - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Pension Contributions	$ 0.3
Estimated Future Employer Contributions in Current Fiscal Year	$ 2.0

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our U.S. operating results have been included in consolidated federal, and certain state and local income tax returns filed by CBS. The income tax expense reflected in the Consolidated Statements of Operations, deferred tax assets and liabilities included in the Consolidated Statements of Financial Position and income tax payments reflected in the Condensed Consolidated Statements of Cash Flows have been prepared as if these amounts were calculated on a separate tax return basis for us. We believe that the assumptions and estimates used to determine these tax amounts are reasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments in the future, or what our tax amounts would have been if we had been a stand-alone company during the periods presented.

On April 2, 2014, we entered into a tax matters agreement, which governs the respective rights, responsibilities and obligations of CBS and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes for the periods during which we are a member of the CBS consolidated tax group.

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

The effective income tax rate was 43.1% for the three months ended March 31, 2014, and 43.2% for the three months ended March 31, 2013.

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Finite-Lived Intangible Assets

Our identifiable intangible assets consist of the following:

(in millions)	Gross		Accumulated Amortization			Net
As of March 31, 2014:
Permits and leasehold agreements	$	880.7	$	(667.9	)	$	212.8
Franchise agreements	461.9		(326.2		)	135.7
Other intangible assets	2.1		(1.1		)	1.0
Total intangible assets	$	1,344.7	$	(995.2	)	$	349.5
As of December 31, 2013:
Permits and leasehold agreements	$	880.6	$	(659.0	)	$	221.6
Franchise agreements	462.4		(320.7		)	141.7
Other intangible assets	2.1		(1.0		)	1.1
Total intangible assets	$	1,345.1	$	(980.7	)	$	364.4

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Stock-Based Compensation - Schedule of Stock Options Roll Forward (Details) (Stock options, USD $)	3 Months Ended
	Mar. 31, 2014
Stock options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of December 31, 2013	399,581
Exercised	(103,176)
Forfeited	(38,064)
Outstanding as of March 31, 2014	258,341
Exercisable as of March 31, 2014	117,308
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Outstanding, Beginning of Period (USD per share)	$ 29.30
Weighted Average Exercise Price, Exercises in Period (USD per share)	$ 24.68
Weighted Average Exercise Price, Forfeitures in Period (USD per share)	$ 30.79
Weighted Average Exercise Price, Outstanding, End of Period (USD per share)	$ 30.92
Weighted Average Exercise Price, Exercisable (USD per share)	$ 17.70

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Related Party Transactions - Narrative (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended			3 Months Ended		0 Months Ended
	Mar. 31, 2014 joint_venture	Dec. 31, 2013	Mar. 31, 2014 CBS Corp.	Mar. 31, 2013 CBS Corp.	Dec. 31, 2013 CBS Corp.	Mar. 31, 2014 Other Related Parties	Mar. 31, 2013 Other Related Parties	Apr. 02, 2014 Subsequent Event CBS Corp.
Related Party Transaction [Line Items]
Selling, General and Administrative Expenses from Transactions with Related Party			$ 6.4	$ 17.7
Accounts Receivable, Related Parties, Current			0.4		0
Accounts Payable, Related Parties, Current			2.5		0
Licensing Agreement, Corporate Name, Term of Agreement								90 days
Licensing Agreement, Mark and Logo, Term of Agreement								18 months
Revenue from Related Parties			1.9	2.5		1.6	2.4
Equity Method Investment, Ownership Percentage	50.00%
Equity Method Investment, Number of Investments	2
Equity Method Investments	$ 22.4	$ 24.1

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Statement of Comprehensive Income Statement (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 8.4	$ 19.9
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	1.8	(2.3)
Amortization of net actuarial loss	0.2	0.2
Total other comprehensive income (loss), net of tax	2.0	(2.1)
Total comprehensive income	$ 10.4	$ 17.8

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Initial Public Offering

3 Months Ended

Mar. 31, 2014

Initial Public Offering [Abstract]

Initial Public Offering

Initial Public Offering

On March 27, 2014, our registration statement on Form S-11 related to our IPO of our common stock was declared effective by the SEC and on March 28, 2014, our common stock began trading on the New York Stock Exchange under the symbol “CBSO.” On April 2, 2014, we completed an IPO of 23,000,000 shares of our common stock, including 3,000,000 shares of our common stock sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to us. The remaining $100.0 million was retained by us and will be used to pay the cash portion of the distribution to our stockholders of historical earnings and profits, which will be required when we elect to be taxed as a REIT after the completion of the split-off. Following the final payment of this required earnings and profits distribution, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by us.

As the IPO was completed in April 2014, this transaction is not reflected in the consolidated financial statements as of March 31, 2014.

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Asset Retirement Obligation (Tables)

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation

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

(in millions)
As of December 31, 2013	$	31.7
Accretion expense	0.5
Additions	0.2
Liabilities settled	(0.2		)
Foreign currency translation adjustments	(0.3		)
As of March 31, 2014	$	31.9

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Intangible Assets - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 21.9	$ 22.9
Amortization of direct lease acquisition costs	$ 7.0	$ 7.8
Minimum
Finite-Lived Intangible Assets [Line Items]
Direct lease acquisition costs, useful life	28 days
Maximum
Finite-Lived Intangible Assets [Line Items]
Direct lease acquisition costs, useful life	1 year

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Retirement Benefits

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Retirement Benefits

Retirement Benefits

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

	Three Months Ended
	March 31,
(in millions)	2014			2013
Components of net periodic pension cost:
Service cost	$	0.3		$	0.4
Interest cost	0.6			0.5
Expected return on plan assets	(0.7		)	(0.6		)
Amortization of actuarial losses(a)	0.2			0.3
Net periodic pension cost	$	0.4		$	0.6

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

In the three months ended March 31, 2014, we contributed $0.3 million to our pension plans. In 2014, we expect to contribute approximately $2.0 million to our pension plans.