Discontinued Operations

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

4) DISCONTINUED OPERATIONS

During 2014, the Company completed the disposition of Outdoor Americas. Outdoor Americas has been presented as a discontinued operation in the Company’s consolidated financial statements. In connection with the Company’s plan to dispose of Outdoor Americas, in January 2014 Outdoor Americas borrowed $1.60 billion. On April 2, 2014, Outdoor Americas completed an initial public offering (“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 aggregated $615 million, net of underwriting discounts and commissions. The Company received $2.04 billion of the combined IPO and debt proceeds from Outdoor Americas. On July 16, 2014, the Company completed the disposition of its 81% ownership of Outdoor Americas common stock through a tax-free split-off (the “Split-Off”) through which 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. In aggregate, the Company received $4.76 billion from the disposition of Outdoor Americas, including the cash from the IPO and debt proceeds and the fair value of the shares of CBS Corp. Class B Common Stock that were accepted in the Split-Off of $2.72 billion. The Split-Off resulted in a gain of $1.56 billion for the year ended December 31, 2014 which is included in net earnings from discontinued operations and 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 in the Company’s consolidated financial statements. 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 16).

For 2015, net earnings from discontinued operations primarily relates to a decrease to the guarantee liability relating to Outdoor Europe as a result of a reduction to the risk associated with the guarantee.

The following table sets forth details of net earnings from discontinued operations for the years ended December 31, 2015, 2014 and 2013.

Year Ended December 31,	2015			2014			2013
Revenues from discontinued operations	$	—		$	677		$	1,695
Earnings (loss) from discontinued operations	$	17		$	79		$	(12	)
Income tax provision	(7		)	(26		)	—
Earnings (loss) from discontinued operations, net of tax	10			53			(12		)
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.	$	10		$	1,605		$	141

Other liabilities of discontinued operations of $72 million and $118 million at December 31, 2015 and 2014, 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 $14 million and $28 million, at December 31, 2015 and 2014, respectively.