On January 19, 2021, the Company completed the U.K. Sale pursuant to a Share Purchase Agreement in which it sold all of the securities of AHC-WW Jersey Limited, a private limited liability company incorporated in Jersey and a subsidiary of the Company, which constituted the entirety of the Company’s U.K. operations. The U.K. Sale resulted in approximately $1,525 million of gross proceeds before deducting the settlement of existing foreign currency hedging liabilities of $85 million based on the current British Pounds (“GBP”) to U.S. Dollars (“USD”) exchange rate, cash retained by the buyer and transaction costs. The Company used the net proceeds of approximately $1,425 million (excluding cash retained by the buyer) along with cash on the balance sheet to reduce debt by $1,640 million during the first quarter of 2021 as described in Note 13 – Long-Term Debt.

As a result of the U.K. Sale, the Company reported, for all periods presented, results of operations and cash flows of the U.K. operations as discontinued operations in the accompanying financial statements. In December 2020, the Company’s U.K. operations met the criteria to be classified as assets held for sale. The carrying value of the U.K. operations was written down to fair value less costs to sell in the consolidated balance sheet at December 31, 2020. This resulted in a loss on sale of $867.3 million, which includes approximately $356.2 million of non-cash goodwill impairment, recorded within discontinued operations in the

consolidated statement of operations. During the first quarter of 2021, an additional $14.3 million was recorded as a loss on sale primarily resulting from an increase in the U.K. operations carrying value.

For the year ended December 31, 2021, results of operations of the U.K. operations were as follows (in thousands):


Revenue	$	62,520
Salaries, wages and benefits		35,937
Professional fees		6,815
Supplies		2,217
Rents and leases		2,509
Other operating expenses		6,682
Depreciation and amortization		—
Interest expense, net		10
Loss on sale		13,490
Loss on impairment		—
Transaction, legal and other costs		6,265
Total expenses		73,925
Loss from discontinued operations before income taxes		(11,405	)
Provision for income taxes		1,236
Loss from discontinued operations	$	(12,641	)