Discontinued Operations

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

4) DISCONTINUED OPERATIONS

On July 16, 2014, the Company completed the disposition of Outdoor Americas and, as a result, Outdoor Americas has been presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented. In aggregate, the Company received $4.76 billion from the disposition of Outdoor Americas, including $2.04 billion of cash and $2.72 billion in shares of CBS Corp. Class B Common Stock that were accepted in the Split-Off. The disposition was completed in three phases. First, in January 2014, Outdoor Americas borrowed $1.60 billion and provided $1.52 billion of the proceeds to the Company. Next, on April 2, 2014, Outdoor Americas completed an IPO through which it sold 23.0 million shares, or approximately 19%, of its common stock for $28.00 per share. Proceeds from the IPO, net of underwriting discounts and commissions, aggregated $615 million, of which $515 million was provided to the Company. Upon completion of the IPO, the Company owned 97.0 million shares, or approximately 81% of Outdoor Americas. Finally, on July 16, 2014, the Company completed the disposition of its 81% ownership of Outdoor Americas common stock through a Split-Off. In connection with the Split-Off, the Company

accepted 44.7 million shares of CBS Corp. Class B Common Stock from its stockholders in exchange for the 97.0 million shares of Outdoor Americas common stock that it owned. This transaction resulted in a gain of $1.56 billion for the year ended December 31, 2014 which is calculated as follows:

Fair value of CBS Corp. Class B Common Stock accepted	$	2,721
(44,723,131 shares at $60.85 per share on July 16, 2014)
Carrying value of Outdoor Americas	(1,162		)
Accumulated other comprehensive income	30
Transaction costs	(32		)
Net gain on split-off of Outdoor Americas	$	1,557

The Split-Off was a tax-free transaction and therefore, there is no tax impact on the gain.

During 2013, the Company completed the sale of Outdoor Europe for $225 million. Outdoor Europe has been presented as a discontinued operation for all periods presented. For 2013, net earnings from discontinued operations include a gain on the disposal of Outdoor Europe and an after-tax charge of $110 million related to Outdoor Europe. This charge was associated with exiting an unprofitable contractual arrangement and the estimated fair value of guarantees, which historically were intercompany but upon the closing of the transaction became third-party guarantees (See Note 15).

The following table sets forth details of net earnings from discontinued operations for the years ended December 31, 2014, 2013 and 2012.

Year Ended December 31,	2014			2013			2012
Revenues from discontinued operations	$	677		$	1,695		$	1,873
Earnings (loss) from discontinued operations	$	79		$	(12	)	$	128
Income tax provision	(26		)	—			(62		)
Earnings (loss) from discontinued operations, net of tax	53			(12		)	66
Gain on disposal	1,557			159			—
Income tax provision	—			(6		)	—
Gain on disposal, net of tax	1,557			153			—
Less: Net earnings from discontinued operations attributable to noncontrolling interest, net of tax	5			—			—
Net earnings from discontinued operations attributable to CBS Corp.	$	1,605		$	141		$	66

The following table presents the major classes of assets and liabilities of the Company’s discontinued operations.

At December 31,	2014		2013
Current assets	$	—	$	351
Goodwill	—		1,866
Intangible assets	—		366
Net property and equipment	—		763
Other assets	39		129
Total Assets	$	39	$	3,475
Current liabilities	$	26	$	254
Other liabilities	118		477
Total Liabilities	$	144	$	731

Other liabilities of discontinued operations of $118 million and $477 million at December 31, 2014 and 2013, respectively, primarily include tax reserves related to previously disposed businesses and the carrying value of the guarantee liability associated with the disposition of Outdoor Europe of approximately $28 million and $40 million, respectively. At December 31, 2013, other liabilities of discontinued operations also included deferred tax liabilities related to Outdoor Americas.