Commitment and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Off-Balance Sheet Arrangements

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

Contractual Obligations

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.

We also have marketing and multimedia rights agreements with colleges, universities and other educational institutions, which entitle us to operate on-campus advertising displays, as well as manage marketing opportunities, media rights and experiential entertainment at sporting events. Under most of these agreements, the school is entitled to receive the greater of a percentage of the relevant revenue, net of agency commissions, or a specified guaranteed minimum annual payment.

As of December 31, 2019, guaranteed minimum annual payments are as follows:



(in millions)	Guaranteed Minimum Annual Payments
2020	$	227.9
2021	227.3
2022	222.6
2023	225.0
2024	226.6
2025 and thereafter	774.4
Total minimum payments	$	1,903.8

Under the MTA agreement, we are obligated to deploy, over a number of years, (i) 8,565 digital advertising screens on subway and train platforms and entrances, (ii) 37,716 smaller-format digital advertising screens on rolling stock, and (iii) 7,829 MTA communications displays, with such deployment amounts being subject to modification as agreed-upon by us and the MTA. In addition, we are obligated to pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Incremental revenues that exceed an annual base revenue amount will be retained by us for the cost of deploying advertising and communications displays throughout the transit system. As presented in the table below, MTA equipment deployment costs are being recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operation. As of December 31, 2019, 4,577 digital displays had been installed, of which 837 installations occurred in the fourth quarter of 2019, for a total of 3,348 installations in 2019. For the full year of 2020, we expect our MTA equipment deployment costs to be approximately $175.0 million.



(in millions)	Beginning Balance		Deployment Costs Incurred		Recoupment			Amortization			Ending Balance
Year Ended December 31, 2019:
Prepaid MTA equipment deployment costs	$	79.5	$	124.2	$	(32.2	)	$	—		$	171.5
Intangible assets (franchise agreements)	14.8		26.6		—			(3.1		)	38.3
Total	$	94.3	$	150.8	$	(32.2	)	$	(3.1	)	$	209.8

Year Ended December 31, 2018:
Prepaid MTA equipment deployment costs	$	4.7	$	76.5	$	(1.7	)	$	—		$	79.5
Intangible assets (franchise agreements)	0.9		14.7		—			(0.8		)	14.8
Total	$	5.6	$	91.2	$	(1.7	)	$	(0.8	)	$	94.3

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. As of December 31, 2019, the outstanding letters of credit were approximately $72.5 million and outstanding surety bonds were approximately $162.1 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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