Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 26, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Alight, Inc. / Delaware | |
Entity Central Index Key | 0001809104 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ALIT | |
Security Exchange Name | NYSE | |
Entity File Number | 001-39299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1849232 | |
Entity Address, Address Line One | 4 Overlook Point | |
Entity Address, City or Town | Lincolnshire | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60069 | |
City Area Code | 224 | |
Local Phone Number | 737-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 498,017,841 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,990,453 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,990,453 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,077,108 | |
Class Z-A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,663,187 | |
Class Z-B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 266,947 | |
Class Z-B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 266,947 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 271 | $ 250 |
Receivables, net | 629 | 678 |
Other current assets | 297 | 379 |
Total Current Assets Before Fiduciary Assets | 1,197 | 1,307 |
Fiduciary assets | 1,291 | 1,509 |
Total Current Assets | 2,488 | 2,816 |
Goodwill | 3,681 | 3,679 |
Intangible assets, net | 3,713 | 3,872 |
Fixed assets, net | 358 | 320 |
Deferred tax assets, net | 9 | 6 |
Other assets | 523 | 542 |
Total Assets | 10,772 | 11,235 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 385 | 508 |
Current portion of long-term debt, net | 25 | 31 |
Other current liabilities | 324 | 300 |
Total Current Liabilities Before Fiduciary Liabilities | 734 | 839 |
Fiduciary liabilities | 1,291 | 1,509 |
Total Current Liabilities | 2,025 | 2,348 |
Deferred tax liabilities | 43 | 60 |
Long-term debt, net | 2,784 | 2,792 |
Long-term tax receivable agreement | 603 | 568 |
Financial instruments | 122 | 97 |
Other liabilities | 241 | 281 |
Total Liabilities | 5,818 | 6,146 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Treasury stock, at cost (3.1 and 1.5 shares at June 30, 2023 and December 31, 2022, respectively) | (26) | (12) |
Additional paid-in-capital | 4,734 | 4,514 |
Retained deficit | (293) | (158) |
Accumulated other comprehensive loss | 100 | 95 |
Total Alight, Inc. Stockholders' Equity | 4,515 | 4,439 |
Noncontrolling interest | 439 | 650 |
Total Stockholders' Equity | 4,954 | 5,089 |
Total Liabilities and Stockholders' Equity | $ 10,772 | $ 11,235 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock, Shares | 3,100,000 | 1,500,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 497,676,510 | 478,300,000 |
Common stock, shares outstanding | 497,700,000 | 478,300,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Class V Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 44,077,108 | 63,500,000 |
Common stock, shares outstanding | 44,077,108 | 63,500,000 |
Class Z Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,900,000 | 12,900,000 |
Common stock, shares issued | 5,200,000 | 5,600,000 |
Common stock, shares outstanding | 5,197,081 | 5,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 806 | $ 715 | $ 1,637 | $ 1,440 |
Cost of services, exclusive of depreciation and amortization | 528 | 483 | 1,083 | 974 |
Depreciation and amortization | 21 | 13 | 40 | 24 |
Gross Profit | 257 | 219 | 514 | 442 |
Operating Expenses | ||||
Selling, general and administrative | 193 | 157 | 378 | 297 |
Depreciation and intangible amortization | 85 | 85 | 170 | 170 |
Total Operating expenses | 278 | 242 | 548 | 467 |
Operating Income (Loss) | (21) | (23) | (34) | (25) |
Other (Income) Expense | ||||
(Gain) Loss from change in fair value of financial instruments | (50) | 25 | (63) | |
(Gain) loss from change in fair value of tax receivable agreement | 11 | (38) | 19 | (43) |
Interest expense | 33 | 29 | 66 | 58 |
Other (income) expense, net | 4 | (7) | 7 | (8) |
Total Other (income) expense, net | 48 | (66) | 117 | (56) |
Income (Loss) Before Taxes | (69) | 43 | (151) | 31 |
Income tax expense (benefit) | 3 | (9) | (5) | (8) |
Net Income (Loss) | (72) | 52 | (146) | 39 |
Net income (loss) attributable to noncontrolling interests | (5) | 1 | (11) | (1) |
Net Income (Loss) Attributable to Alight, Inc. | $ (67) | $ 51 | $ (135) | $ 40 |
Earnings Per Share | ||||
Basic (net loss) earnings per share | $ (0.14) | $ 0.11 | $ (0.28) | $ 0.09 |
Diluted (net loss) earnings per share | $ (0.14) | $ 0.10 | $ (0.28) | $ 0.07 |
Net Income (Loss) | $ (72) | $ 52 | $ (146) | $ 39 |
Other comprehensive income (loss), net of tax: | ||||
Change in fair value of derivatives | 17 | 30 | (6) | 77 |
Foreign currency translation adjustments | 3 | (12) | 6 | (15) |
Total Other comprehensive income (loss), net of tax: | 20 | 18 | 62 | |
Comprehensive Income (Loss) Before Noncontrolling Interests | (52) | 70 | (146) | 101 |
Comprehensive income (loss) attributable to noncontrolling interests | (4) | 2 | (16) | 8 |
Comprehensive Income (Loss) Attributable to Alight, Inc. | $ (48) | $ 68 | $ (129) | $ 93 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Treasury Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive (Loss) Income | Total Alight, Inc. Equity | Noncontrolling Interest |
Balance at Dec. 31, 2021 | $ 4,928 | $ 4,228 | $ (96) | $ (8) | $ 4,140 | $ 788 | |
Net income (loss) | (13) | (11) | (11) | (2) | |||
Other comprehensive income (loss), net | 44 | (36) | (36) | 8 | |||
Measurement period adjustment | (1) | (1) | |||||
Conversion of noncontrolling interest | (6) | 7 | 7 | (13) | |||
Share-based compensation expense | 33 | 33 | 33 | ||||
Shares vested, net of shares withheld in lieu of taxes | (1) | (1) | (1) | ||||
Balance at Mar. 31, 2022 | 4,984 | 4,267 | (107) | 44 | 4,204 | 780 | |
Balance at Dec. 31, 2021 | 4,928 | 4,228 | (96) | (8) | 4,140 | 788 | |
Net income (loss) | 39 | ||||||
Other comprehensive income (loss), net | 62 | ||||||
Balance at Jun. 30, 2022 | 5,095 | 4,311 | (56) | 61 | 4,316 | 779 | |
Balance at Mar. 31, 2022 | 4,984 | 4,267 | (107) | 44 | 4,204 | 780 | |
Net income (loss) | 52 | 51 | 51 | 1 | |||
Other comprehensive income (loss), net | 18 | 17 | 17 | 1 | |||
Conversion of noncontrolling interest | (1) | 2 | 2 | (3) | |||
Share-based compensation expense | 42 | 42 | 42 | ||||
Balance at Jun. 30, 2022 | 5,095 | 4,311 | (56) | 61 | 4,316 | 779 | |
Balance at Dec. 31, 2022 | 5,089 | $ (12) | 4,514 | (158) | 95 | 4,439 | 650 |
Balance, Shares at Dec. 31, 2022 | 1,506,385 | ||||||
Net income (loss) | (74) | (68) | (68) | (6) | |||
Other comprehensive income (loss), net | (20) | (14) | (14) | (6) | |||
Conversion of noncontrolling interest | (49) | 145 | 145 | (194) | |||
Share-based compensation expense | 37 | 37 | 37 | ||||
Shares vested, net of shares withheld in lieu of taxes | (6) | (6) | (6) | ||||
Share repurchases | (10) | $ 10 | 10 | ||||
Balance, Shares at Mar. 31, 2023 | 2,654,820 | ||||||
Balance at Mar. 31, 2023 | 4,967 | $ 22 | 4,690 | (226) | 81 | 4,523 | 444 |
Balance at Dec. 31, 2022 | 5,089 | $ (12) | 4,514 | (158) | 95 | 4,439 | 650 |
Balance, Shares at Dec. 31, 2022 | 1,506,385 | ||||||
Net income (loss) | (146) | ||||||
Balance at Jun. 30, 2023 | 4,954 | $ (26) | 4,734 | (293) | 100 | 4,515 | 439 |
Balance at Mar. 31, 2023 | 4,967 | $ 22 | 4,690 | (226) | 81 | 4,523 | 444 |
Balance, Shares at Mar. 31, 2023 | 2,654,820 | ||||||
Net income (loss) | (72) | (67) | (67) | (5) | |||
Other comprehensive income (loss), net | 20 | (19) | (19) | 1 | |||
Common stock issued under ESPP | 4 | 4 | 4 | ||||
Conversion of noncontrolling interest | 1 | 2 | 2 | (1) | |||
Share-based compensation expense | 38 | 38 | 38 | ||||
Share repurchases | (4) | $ 4 | 4 | ||||
Balance at Jun. 30, 2023 | $ 4,954 | $ (26) | $ 4,734 | $ (293) | $ 100 | $ 4,515 | $ 439 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (146) | $ 39 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 50 | 35 |
Intangible asset amortization | 160 | 159 |
Noncash lease expense | 11 | 13 |
Financing fee and premium amortization | (1) | (1) |
Share-based compensation expense | 75 | 75 |
(Gain) loss from change in fair value of financial instruments | 25 | (63) |
(Gain) loss from change in fair value of tax receivable agreement | 19 | (43) |
Release of unrecognized tax provision | (1) | |
Deferred tax expense (benefit) | (2) | (10) |
Other | 4 | |
Changes in operating assets and liabilities, net of business combinations: | ||
Accounts receivable | 49 | (42) |
Accounts payable and accrued liabilities | (126) | (49) |
Other assets and liabilities | 45 | 5 |
Cash provided by operating activities | 162 | 118 |
Investing activities: | ||
Capital expenditures | (89) | (79) |
Cash used in investing activities | (89) | (79) |
Financing activities: | ||
Net increase (decrease) in fiduciary liabilities | (218) | 74 |
Borrowings from banks | 104 | |
Financing fees | (3) | |
Repayments to banks | (13) | (126) |
Principal payments on finance lease obligations | (13) | (17) |
Payments on tax receivable agreements | (7) | |
Tax payment for shares/units withheld in lieu of taxes | (6) | (1) |
Deferred and contingent consideration payments | (4) | (81) |
Repurchase of shares | (14) | |
Other financing activities | (6) | |
Cash provided by (used in) financing activities | (275) | (56) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 5 | (9) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (197) | (26) |
Cash, cash equivalents and restricted cash at beginning of period | 1,759 | 1,652 |
Cash, cash equivalents and restricted cash at end of period | $ 1,562 | $ 1,626 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Insider Trading Arr [Line Items] | |
Mtrl Terms Of Trd Arr2 [Text Block] | Trading Arrangements During the three months ended June 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , terminated , or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended). |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, “the Company”, “we” “us” “our” or the “Successor”). As of June 30, 2023, Alight owned 92 % of the economic interest in the Predecessor, had 100 % of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was approximately 8 % as of June 30, 2023. As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. Within this Quarterly Report on Form 10-Q, there are some instances where we reference activity that relates to this Predecessor period or accounting as a result of the Business Combination. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full fiscal year ending December 31, 2023. Segment Reporting Effective January 1, 2023, the Company's former Hosted business revenues and gross margin are reported in Other as the business is no longer core to the Company’s operations. There is no change in composition among the Employer Solutions and Professional Services segments. Additionally, the Company changed its measure of segment profit and loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. See Note 12 “Segm ent Reporting” for additional information. Nature of Business We are a leading cloud-based provider of integrated digital human capital and business solutions. We have an unwavering belief that a company’s success starts with its people, and our solutions connect human insights with technology. The Alight Worklife® employee engagement platform provides a seamless customer experience by combining content, plus artificial intelligence (“AI”) and data analytics to enable Alight’s business process as a service ("BPaaS") model. Our mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our solutions include: • Employer Solutions: driven by our digital, software and AI-led capabilities powered by the Alight Worklife ® platform and spanning total employee wellbeing, including integrated benefits administration, healthcare navigation, financial wellbeing, leave of absence management, retiree healthcare and payroll. We leverage data across all interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. Our clients' employees benefit from an integrated platform and user experience, coupled with a full-service customer care center, helping them manage the full life cycle of their health, wealth and careers. • Professional Services: includes our project-based cloud deployment and consulting offerings that provide expertise with both human capital and financial platforms. Specifically, this includes cloud advisory and deployment, and optimization services for cloud platforms such as Workday, SAP SuccessFactors, Oracle, and Cornerstone OnDemand. |
Accounting Policies and Practic
Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies and Practices | 2. Accounting Policies and Practices Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. New Accounting Pronouncements There are no recently issued accounting pronouncements that are expected to have a material impact upon our Condensed Consolidated Financial Statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated, cloud-based human capital solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within each reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration. See Note 12 “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segments are Employer Solutions and Professional Services. Employer Solutions are driven by our digital, software and AI-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health and employee wellbeing and payroll. Professional Services includes project-based cloud deployment and consulting offerings. The Company believes these revenue categories depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. We may occasionally be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below. Administrative Services We provide benefits, human resource and payroll administration services across all of our solutions, which are highly recurring. The Company’s contracts may inclu de administration services across one or multiple solutions and typically have three to five-year terms with mutual renewal options. These contracts typically consist of an implementation phase and an ongoing administration phase: Implementation phase – In connection with the Company’s long-term agreements, highly customized implementation efforts are often necessary to set up clients and their human resource, payroll or benefit programs on the Company’s systems and operating processes. Work performed during the implementation phase is considered a set-up activity because it does not transfer a service to the customer. Therefore, it is not a separate performance obligation. As these agreements are longer term in nature, our contracts generally provide that if the client terminates a contract, we are entitled to an additional payment for services performed through the termination date designed to recover our up-front costs of implementation. Any fees received from the customer as part of the implementation are, in effect, an advance payment for the future ongoing administration services to be provided. Ongoing administration services phase – For all solutions, the ongoing administration phase includes a variety of plan and payroll administration services and system support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our Health Solutions agreements, annual on-boarding and enrollment support. While there are a variety of activities performed across all solutions, the overall nature of the obligation is to provide integrated administration solutions to the customer. The agreement represents a stand-ready obligation to perform these activities across all solutions on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefit cycle in the case of our Health Solutions arrangements) is distinct and substantially the same. Accordingly, the ongoing administration services for each solution represents a series and each series (i.e., each month, or each benefit cycle including the enrollment period in the case of our Health Solutions arrangements) of distinct services are deemed to be a single performance obligation. In agreements that include multiple performance obligations, the transaction price related to each performance obligation is based on a relative stand-alone selling price basis. We establish the stand-alone selling price using observable market prices that the Company charges separately for similar solutions to similar customers. Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum implementation fees. Our fees are not typically payable until the commencement of the ongoing administration phase. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. For Health Solutions administration services, each benefits cycle inclusive of the enrollment period represents a time increment under the series guidance and is a single performance obligation. Although ongoing fees are typically not payable until the commencement of the ongoing administrative phase, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual enrollment services. Although our per-participant fees are considered variable, they are typically predictable in nature, and therefore we do not generally constrain any portion of our transaction price estimates. We use an input method based on the labor costs incurred relative to total labor costs as the measure of progress in satisfying our Health Solutions performance obligation commencing when the customer’s annual enrollment services begin. Given that the Health Solutions enrollment and administrative services are stand-ready in nature, it can be difficult to estimate the total expected efforts or hours we will incur for a particular benefits cycle. Therefore, the input measure is based on the historical effort expended, which is measured as labor cost. For all other benefits administration, human resources and payroll services where each month represents a distinct time increment under the series guidance, we allocate the transaction price to the month we are performing our services. Therefore, the amount recognized each month is the variable consideration related to that month plus any fixed monthly or annual fee, which is recognized on a straight-line basis. Revenue for these types of arrangements is therefore more consistent throughout the year. In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract. Other Contracts In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our cloud deployment services, cloud advisory services, participant financial advisory services, and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. Services may represent stand-ready obligations that meet the series provision, in which case all variable consideration is allocated to each distinct time increment. Other services are recognized over-time based on a method that faithfully depicts the transfer of value to the customer, which may be based on the value of labor hours worked or time elapsed, depending on the facts and circumstances. The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include both employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits and direct-to-consumer Medicare placement. Our performance obligations under these annual enrollment services are typically completed over a short period upon which a respective policy is placed or confirmed with no ongoing fulfillment obligations. For both the employer-sponsored and direct-to-consumer arrangements, we recognize the majority of the placement revenue in the fourth quarter of the calendar year, which is when most of the placement or renewal activity occurs. However, the Company may continue to receive commissions from carriers until the respective policy lapses or is cancelled. The Company bases the estimates of total transaction price on supportable evidence from an analysis of past transactions, and only includes amounts that are probable of being received or not refunded. As it relates to the direct-to-consumer arrangements, because our obligation is complete upon placement of the policy, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. The variable consideration estimate requires significant judgement, and will vary based on product type, estimated commission rates and the expected lives of the respective policies and other factors. For both the employer-sponsored and direct-to-customer arrangements, the estimated total transaction price may differ from the ultimate amount of commissions we may collect. Consequently, the estimate of total transaction price is adjusted over time as the Company receives confirmation of cash received, or as other information becomes available. A portion of the Company's revenue is subscription-based where monthly fees are paid to the Company. The subscription-based revenue is recognized straight-line over the contract term, which is generally three years . The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. Contract Costs Costs to obtain a Contract The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and generally 15 years for all of our other solutions. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). Costs to fulfill a Contract The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource, payroll or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and generally 15 years for all of our other solutions. Amortization for all contracts costs is recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss), see Note 5 “Other Financial Data”. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions 2022 Acquisitions In December 2022, the Company completed the acquisition of ReedGroup for a preliminary purchase price of approximately $ 87 million, net of cash acquired. This acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under Accounting Standards Codification Topic 805, Business Combinations. The goodwill identified by this acquisition is primarily attributed to the synergies that are expected to be realized as well as intangible assets that do not qualify for separate recognition, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). For the period ended June 30, 2023, there were immaterial changes to the preliminary purchase price allocation. The business is now wholly owned by the Company and is included within the Employer Solutions segment. |
Other Financial Data
Other Financial Data | 6 Months Ended |
Jun. 30, 2023 | |
Other Financial Data [Abstract] | |
Other Financial Data | 5. Other Financial Data Condensed Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): June 30, December 31, 2023 2022 Billed and unbilled receivables $ 638 $ 687 Allowance for expected credit losses ( 9 ) ( 9 ) Balance at end of period $ 629 $ 678 Other current assets The components of Other current assets are as follows (in millions): June 30, December 31, 2023 2022 Deferred project costs $ 46 $ 43 Prepaid expenses 54 68 Commissions receivable 78 149 Other 119 119 Total $ 297 $ 379 Other assets The components of Other assets are as follows (in millions): June 30, December 31, 2023 2022 Deferred project costs $ 354 $ 342 Operating lease right of use asset 79 86 Commissions receivable 25 28 Other 65 86 Total $ 523 $ 542 The current and non-current portions of deferred project costs relate to costs to obtain and fulfill contracts (see Note 3 “Revenue from Contracts with Customers”). Total amortization expense related to deferred project costs for the three months ended June 30, 2023 and 2022 were $ 14 million and $ 13 million, respectively, and $ 28 million and $ 25 million for the six months ended June 30, 2023 and 2022, respectively, and are recorded in Cost of services, exclusive of depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The balances in Other current assets as of June 30, 2023 and December 31, 2022 were $ 81 million and $ 72 million, re spectively. The balances in Other assets as of June 30, 2023 and December 31, 2022 were $ 45 million and $ 62 million, respectively ( see Note 13 “Derivative Financial Instruments” for additional information). Other current liabilities The components of Other current liabilities are as follows (in millions): June 30, December 31, 2023 2022 Deferred revenue $ 143 $ 141 Operating lease liabilities 40 34 Finance lease liabilities 23 25 Other 118 100 Total $ 324 $ 300 Other liabilities The components of Other liabilities are as follows (in millions): June 30, December 31, 2023 2022 Deferred revenue $ 88 $ 93 Operating lease liabilities 84 103 Finance lease liabilities 11 18 Unrecognized tax positions 13 13 Other 45 54 Total $ 241 $ 281 The current and non-current portions of deferred revenue relates to consideration received in advance of performance under client contracts. During the six months ended June 30, 2023 and 2022, revenue of approximately, $ 126 million and $ 94 million was recognized and recorded as deferred revenue at the beginning of each period. Other current liabilities as of June 30, 2023 and December 31, 2022, included the current portion of tax receivable agreement liability of $ 50 million an d $ 7 million, respectively (see Note 15 "Tax Receivable Agreement" for additional information). Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There were no interest rate swaps recorded in Other current liabilities as of June 30 , 2023 and December 31, 2022, respectively. The balance in Other liabilities was $ 1 million as of June 30, 2023. There were no interest rate swaps recorded in Other liabilities as of December 31, 2022 (see Note 13 “Derivative Financial Instruments” for additional information). |
Goodwill and Intangible assets,
Goodwill and Intangible assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible assets, net The changes in the net carrying amount of goodwill are as follows (in millions): Employer Professional Solutions Services Total Balance as of December 31, 2022 $ 3,606 73 3,679 Acquisitions (1) 1 — 1 Foreign currency translation 1 — 1 Balance as of June 30, 2023 $ 3,608 73 3,681 (1) Amount related to preliminary purchase price adjustments from the 2022 acquisition. Intangible assets by asset class are as follows (in millions): June 30, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Intangible assets: Customer-related and contract based $ 3,670 $ 487 $ 3,183 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 85 178 263 63 200 Trade name (finite life) 409 57 352 408 42 366 Total $ 4,342 $ 629 $ 3,713 $ 4,341 $ 469 $ 3,872 The change in gross carrying amounts for customer-related and contract-based intangibles includes the unfavorable impact of foreign currency translation adjustments. Amortization expense from finite-lived intangible assets for each of the three months ended June 30, 2023 and 2022, was $ 80 million. Amortization expense from finite-lived intangible assets for the six months ended June 30, 2023 and 2022, was $ 160 million and $ 159 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Conde nsed Consolidated Statements of Comprehensive Income (Loss). The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of June 30, 2023 (in millions, except for years): Net Weighted-Average Carrying Remaining Amount Useful Lives Intangible assets at June 30, 2023: Customer-related and contract-based $ 3,183 13.0 Technology-related intangibles 178 4.0 Trade name (finite life) 352 12.8 Total $ 3,713 Subsequent to June 30, 2023, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade and Contract Based Related Name Intangibles Intangibles Intangibles 2023 (July - December) $ 123 $ 22 $ 14 2024 246 44 29 2025 246 44 28 2026 246 44 27 2027 246 24 27 Thereafter 2,076 — 227 Total amortization expense $ 3,183 $ 178 $ 352 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates for the three months ended June 30, 2023 and 2022 were ( 4 %) and ( 21 %), respectively. The Company’s effective tax rates for the six months ended June 30, 2023 and 2022 were 3 % and ( 24 %), respectively. The changes in the effective tax rates were primarily driven by the Company’s forecasted ability to partially benefit from current year anticipated tax attributes for which a full federal valuation allowance was provided for in the prior period. The effective tax rates for the three and six months ended June 30, 2023 was lower than the 21 % U.S. statutory corporate income tax rate. This difference is primarily due to lower realization of certain anticipated tax attributes in the U.S., as well as losses in certain non-U.S. jurisdictions for which tax benefits have not been recorded. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding consisted of the following (in millions) June 30, December 31, Maturity Date 2023 2022 Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 2,501 2,448 Secured Senior Notes June 1, 2025 308 310 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,809 2,823 Less: current portion of long-term debt, net ( 25 ) ( 31 ) Total long-term debt, net $ 2,784 $ 2,792 (1) The net balance for the B-1 Te rm Loan at both June 30, 2023 and December 31, 2022 includes unamortized debt issuance costs of approximately $ 8 million. Term Loan In May 2017, the Company entered into a 7 -year Initial Term Loan. During November 2017 and November 2019, the Company entered into Incremental Term Loans under identical terms as the Initial Term Loan. In August 2020, the Company refinanced a portion of the Term Loan by paying down $ 270 million of principal using the proceeds from the August 2020 Unsecured Senior Notes issuance, extending the maturity date on $ 1,986 million of the balance to October 31, 2026 , and adding an interest rate floor of 50 bps (the "Amended Term Loan"). As part of the consideration transferred in the Business Combination, $ 556 million of principal was repaid on the portion of the Term Loan that was not amended. In August 2021, the Company entered into a new Third Incremental Term Loan facility for $ 525 million that matures August 31, 2028 . In January 2022, the Company refinanced the Amended Term Loan and the Third Incremental Term Loan to have a concurrent maturity date of August 31, 2028 and updated interest rate terms as described below (the "B-1 Term Loan"). In March 2023, the Company refinanced the remaining portion of the 7 -year Term Loan in full by increasing the existing B-1 Term Loan by approximately $ 65 million under identical terms as the B-1 Term Loan. Interest rates on the B-1 Term Loan borrowings are based on the Secured Overnight Financing Rate ("SOFR") plus a margin of 300 bps. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. During the three and six months ended June 30, 2023, the Company made total principal payments o f $ 6 million and $ 13 million, respectively. During the three and six months ended June 30, 2022 the Company made total principal payments $ 8 million and $ 16 million, respectively. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). Secured Senior Notes In May 2020, the Company issued $ 300 million of Secured Senior Notes. These Secured Senior Notes have a maturity date of June 1, 2025 and accrue interest at a fixed rate of 5.75 % per annum, payable semi-annually on June 1 and December 1 of each year , beginning on December 1, 2020 . Revolving Credit Facility In May 2017, the Company entered into a 5 -year $ 250 million revolving credit facility with a multi-bank syndicate with a maturity date of May 1, 2022 . During August 2020, the Company extended the maturity date for $ 226 million of the revolving credit facility to October 31, 2024 . In August 2021, the Company replaced and refinanced the revolving credit facilities with a $ 294 million revolving credit facility with a maturity date of August 31, 2026 . In March 2023, the Company amended and upsized the revolving credit facility to $ 300 million and updated the benchmark reference rate from LIBOR to Term SOFR. No changes were made to the maturity date. At June 30, 2023, approximately $ 3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the revolving credit facility and there were no borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During the three and six months ended June 30, 2023 and 2022, respectively, the Company made immaterial payments related to these fees. Financing Fees, Premiums and Interest Expense The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms. Total interest expense related to the debt instruments for the three months ended June 30, 2023 and 2022 was $ 55 million and $ 28 million, respectively, which included a $ 1 million benefit for both the three months ended June 30, 2023 and 2022. Total interest expense related to the debt instruments for the six months ended June 30, 2023 and 2022 was $ 106 million and $ 55 million, respectively, which included a $ 1 million benefit for both th e six months ended June 30, 2023 and 2022. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). Principal Payments Aggregate remaining contractual principal payments as of June 30, 2023 are as follows (in millions): 2023 $ 14 2024 25 2025 325 2026 25 2027 25 Thereafter 2,393 Total payments $ 2,807 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders' Equity Preferred Stock Upon the Closing Date of the Business Combination, 1,000,000 preferred shares, par value $ 0.0001 per share, were authorized. There were no preferred shares issued and outstanding as of June 30, 2023. Class A Common Stock As of June 30, 2023, 497,676,510 shares of Class A Common Stock, including 7,226,574 of shares of unvested Class A Common Stock, were legally issued and outstanding. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Sto ck, will participate ratably in any dividends that may be declared by the Company’s Board of Directors. Class B Common Stock Upon the Closing Date of the Business Combination, certain equityholders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 14,999,998 Class B instruments (including 739,657 unvested shares of Class B Common Stock related to employee compensation as of June 30, 2023) to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equityholders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unitholders”) received Class B common units of Alight Holdings. The Class B Common Stock and Class B common units are not entitled to a vote and accrue dividends equal to amounts declared per corresponding share of Class A Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B Common Stock or Class B unit converts into a share of Class A Common Stock or Class A unit. If any of the shares of Class B Common Stock or Class B common units do not vest on or before the seventh anniversary of the Closing Date, such shares or units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any cumulative dividend payments. These Class B instruments (excluding the unvested shares of Class B Common Stock related to employee compensation) are liability classified; refer to Note 14 “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding. Class B-1 As of June 30, 2023, 4,990,453 shares of Class B-1 Common Stock were legally issued and outstanding, including 369,829 unvested shares of Class B-1 Common Stock related to employee compensation. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1 -for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $ 12.50 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 12.50 per share valuation on a diluted basis). To the extent any unvested share of Class B-1 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of June 30, 2023, 2,509,546 Class B-1 common units of Alight Holdings were legally issued and outstanding. C lass B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 12.50 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 12.50 per share valuation on a diluted basis). Class B-2 As of June 30, 2023, 4,990,453 shares of Class B-2 Common Stock were legally issued and outstanding, including 369,829 unvested shares of Class B-2 Common Stock related to employee compensation. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 15.00 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 15.00 per share valuation on a diluted basis). To the extent any unvested share of Class B-2 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of June 30, 2023, 2,509,546 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 15.00 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 15.00 per share valuation on a diluted basis). Class B-3 Upon the Closing Date of the Business Combination, 10,000,000 shares of Class B-3 Common Stock, par value $ 0.0001 , were authorized. There are no shares of Class B-3 Common Stock issued and outstanding as of June 30, 2023. Class V Common Stock As of June 30, 2023, 44,077,108 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1 -for-1 basis with Class A Units in Alight Holdings held by Continuing Unitholders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock. Class Z Common Stock Upon the Closing Date of the Business Combination, a total of 8,671,507 Class Z instruments were issued to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unitholders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equityholders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equityholders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and will only vest in connection with any such forfeiture. As of June 30, 2023, 5,197,081 shares of Class Z Common Stock ( 4,663,187 Class Z-A, 266,947 Class Z-B-1, and 266,947 Class Z-B-2) were legally issued and outstanding. Holders of shares of Class Z-A, Class Z-B-1 and Class Z-B-2 Common Stock are not entitled to voting rights. The Class Z shares convert into shares of Class A Common Stock, Class B-1 Common Stock or Class B-2 Common Stock, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders. As of June 30, 2023, 2,856,875 Class Z common units ( 2,563,387 Class Z-A, 146,744 Class Z-B-1, and 146,744 Class Z-B-2) were legally issued and outstanding. Holders of Class Z-A, Class Z-B-1 and Class Z-B-2 common units are not entitled to voting rights. The Class Z units convert into units of Alight Holdings Class A common units, Alight Holdings Class B-1 or Alight Holdings Class B-2 common units, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B- 1, and unvested Class B-2 common stock issued to participating management holders. Class A Units Holders of Alight Holdings Class A units can exchange all or any portion of their Class A units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange. The Continuing Unitholders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of June 30, 2023, there were 541,733,640 Class A Units outstanding, of which 497,676,510 are held by the Company and 44,077,108 are held by the noncontrolling interest of the Company. The Alight Holdings limited liability company agreement contains provisions which require that a one-to-one ratio is maintained between each class of Alight Holdings units held by Alight and its subsidiaries (including the Alight Group, Inc. and certain tax blocker entities, but excluding subsidiaries of Alight Holdings) and the number of outstanding shares of the corresponding class of Alight common stock, subject to certain exceptions (including in respect of management equity in the form of options, rights or other securities which have not been converted into or exercised for Alight common stock). In addition, the Alight Holdings limited liability company agreement permits Alight, in its capacity as the managing member of Alight Holdings, to take actions to maintain such ratio, including undertaking stock splits, combinations, recapitalizations and exercises of the exchange rights of holders of Alight Holdings units. Exchange of Class A Units During the six months ended June 30, 2023, 19,404,357 Class A units and a corresponding number of shares of Class V Common Stock were exchanged for Class A Common Stock. As a result of the exchanges, Alight, Inc. increased its ownership in Alight Holdings and accordingly increased its equity by approximately $ 195 million, recorded in Additional paid-in capital. Pursuant to the TRA that we entered into in connection with the Business Combination, described in Note 15 "Tax Receivable Agreement," the Class A unit exchanges created additional TRA liabilities of $ 66 million, with offsets to Additional paid-in-capital. An additional $ 18 million increase to Additional paid-in-capital was due to exchanges as a result of deferred tax assets due to our change in ownership. Secondary Offering On March 6, 2023, the Company completed a secondary offering of 46,000,000 shares of the Company’s Class A Common Stock by certain selling stockholders at a public offering price of $ 9.00 per share. In connection with the offering, the selling stockholders granted the underwriters a 30-day option to purchase up to 6,900,000 additional shares of the Company’s Class A Common Stock, which the underwriters exercised in full. The Company did not sell any shares of Class A Common Stock in the offering and did not receive any proceeds from the offering. Alight paid the costs associated with the sale of shares by the selling stockholders, net of the underwriting discounts. Share Repurchase Program On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase up to $ 100 million of issued and outstanding shares of Class A Common Stock, par value $ 0.0001 per share, from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. During the three and six months ended June 3 0, 2023, 479,025 and 1,627,460 Class A Common Stock shares, respectively, were repurchased under the Program for a total cost of $ 4 million and $ 14 million, re spectively. As of June 30, 2023, there was $ 74 million remaining under the Program authorization for future share repurchases. Repurchased shares are reflected as Treasury Stock on the Consolidated Balance Sheets as a component of equity. The following table reflects the changes in our outstanding stock: Class A Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2022 470,756,961 4,990,453 4,990,453 63,481,465 5,595,577 1,506,385 Conversion of noncontrolling interest 19,345,591 — — ( 19,345,591 ) — — Shares granted upon vesting 1,035,470 — — — ( 398,496 ) — Issuance for compensation to non-employees (1) 18,059 — — — — — Share repurchases ( 1,148,435 ) — — — — 1,148,435 Balance at March 31, 2023 490,007,646 4,990,453 4,990,453 44,135,874 5,197,081 2,654,820 Conversion of noncontrolling interest 58,766 — — ( 58,766 ) — — Shares granted upon vesting 842,570 — — — — — Issuance for compensation to non-employees (1) 19,979 — — — — — Share repurchases ( 479,025 ) — — — — 479,025 Balance at June 30, 2023 490,449,936 4,990,453 4,990,453 44,077,108 5,197,081 3,133,845 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. Dividends There were no dividends declared during the three and six months ended June 30, 2023. Accumulated Other Comprehensive Income As of June 30, 2023, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision. Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments Swaps (1) Total Balance at December 31, 2022 $ ( 11 ) $ 106 $ 95 Other comprehensive (loss) income before reclassifications 3 ( 7 ) ( 4 ) Tax expense (benefit) ( 1 ) 7 6 Other comprehensive (loss) income before reclassifications, net of tax 2 - 2 Amounts reclassified from accumulated other comprehensive income - ( 16 ) ( 16 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 16 ) ( 16 ) Net current period other comprehensive income, net of tax 2 ( 16 ) ( 14 ) Balance at March 31, 2023 $ ( 9 ) $ 90 $ 81 Other comprehensive (loss) income before reclassifications 3 41 44 Tax expense (benefit) - ( 5 ) ( 5 ) Other comprehensive (loss) income before reclassifications, net of tax 3 36 39 Amounts reclassified from accumulated other comprehensive income - ( 20 ) ( 20 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 20 ) ( 20 ) Net current period other comprehensive income, net of tax 3 16 19 Balance at June 30, 2023 $ ( 6 ) $ 106 $ 100 (1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | 10. Share-Based Compensation Expense Predecessor Plans Prior to the Business Combination, share-based payments to employees include grants of restricted share units (“RSUs”) and performance based restricted share units (“PRSUs”), which consist of both Class A-1 and Class B common units in each type, are measured based on their estimated grant date fair value. The grant date fair value of the RSUs is equal to the value of the shares acquired by the Predecessor’s initial investors at the time of Alight Holding’s formation in 2017. The grant date fair values of the PRSUs are based on a Monte Carlo simulation methodology, which requires management to make certain assumptions and apply judgement. Management determined the expected volatility based on the average implied asset volatilities of comparable companies as we do not have sufficient trading history for the PRSUs. The expected term represents the period that the PRSUs are expected to be outstanding. Because of the lack of sufficient historical data necessary to calculate the expected term, we used the contractual vesting period of five years to estimate the expected term. For the Predecessor period, the key assumptions included in the Monte Carlo simulation were expected volatility of 45 %, a risk-free interest rate of 1 % and no expected dividends. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. As a result of the change in control related to the Business Combination, the vesting of the time-based PRSU Class B units accelerated on the Closing Date. Prior to the Closing Date, the time-based PRSUs vested ratably over periods of one to five years . The remaining unvested PRSU Class B units have vesting conditions that are contingent upon the achievement of defined internal rates of return and multiples on invested capital occurrence and of certain liquidity events. The Class A-1 RSUs and PRSUs that were unvested as of the Closing Date have time-based and/or vesting conditions that are contingent upon the achievement of defined internal rates of return and multiples on invested capital occurrence and of certain liquidity events. Both the unvested Class A-1 and Class B units were replaced with unvested shares of Alight common stock as discussed below. Successor Plans Share-based payments consist of grants of RSUs and PRSUs. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Predecessor Replacement Awards In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company. • Class B units: The unvested Class B units of Alight Holdings were granted replacement unvested shares of Class A Common Stock, unvested shares of Class B-1 common stock, and unvested shares of Class B-2 common stock of the Company that ultimately vest on the third anniversary of the Closing Date, but could vest earlier based on the achievement of certain market-based conditions. • Class A-1 units: The unvested Class A-1 units of Alight Holdings were granted replacement unvested shares of Class A Common Stock, unvested shares of Class B common stock, and unvested shares of Class B-2 common stock of the Company on an equivalent fair value basis. The service-based portion of the grant vests ratably over periods of two to five years and the remaining portion vests upon achievement of certain market-based conditions. The Class B and Class A-1 units that were replaced represent the unvested Class A, unvested Class B-1 and unvested Class B-2 common stock subject to the forfeiture re-allocation provision per the Class Z instruments discussed in Note 9 “Stockholders’ Equity”. These unvested shares are accounted for as restricted stock in accordance with Accounting Standards Codification ("ASC") 718. Successor Awards In connection with the Business Combination, the Company adopted the Alight, Inc. 2021 Omnibus Incentive Plan. Under this plan, for grants issued during the six months ended June 30, 2023, approximately 59 % of the units are subject to time-based vesting requirements and approximately 41 % are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably each March 10 over a three-year period with one-third vesting on each of March 10, 2024, 2025 and 2026. The PRSUs granted in 2023 vest upon achievement of the Company’s performance goal, Total Business Process as a Service ("BPaaS") Revenue and Adjusted EBITDA. The Company begins to recognize expense associated with the PRSUs when the achievement of the performance condition is deemed probable. During the six months ended June 30, 2023, expected achievement levels did not change for any of the performance periods based on management's analysis of the corresponding performance conditions. The fair value of each RSU and PRSU is based upon the grant date market price. The aggregate grant date fair value of RSUs and PRSUs granted during the six months ended June 30, 2023 was approximately $ 48 million and $ 33 million, respectively. Restricted Share Units and Performance Based Restricted Share Units The following tables summarizes the unit activity related to the RSUs and PRSUs during the six months ended June 30, 2023: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs (1) Per Unit PRSUs (1)(2) Per Unit Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 5,394,381 8.87 3,785,891 8.84 Vested ( 1,946,336 ) 9.23 ( 430,290 ) 8.33 Forfeited ( 1,098,242 ) 9.69 ( 2,464,239 ) 9.82 Balance as of June 30, 2023 10,115,964 $ 9.79 30,977,085 $ 11.24 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. Share-based Compensation Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Cost of services, exclusive of depreciation and amortization $ 9 $ 10 18 $ 17 Selling, general and administrative 29 32 57 58 Total share-based compensation expense $ 38 $ 42 75 $ 75 As of June 30, 2023, total future compensation expense related to unvested RSUs was $ 74 million, which will be recognized over a remaining weighted-average amortization period of approximately 1.4 years. As of June 30, 2023, total future compensation expense related to PRSUs was $ 123 million, which will be recognized over a remaining weighted-average amortization period of approximately 1.4 years. Employee Stock Purchase Plan In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1 % nor greater than 10 % of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares are purchased at a price equal to 85 % of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. For the three and six months ended June 30, 2023, 706,366 shares had been issued under the ESPP and the amount of share-based compensation expense related to the ESPP was $ 1 million. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net income (loss) attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of June 30, 2023, the Seller Earnouts were excluded from the diluted earnings per share calculations. Basic and diluted (net loss) earnings per share are as follows (in millions, ex cept for share and per share amounts): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. - basic $ ( 67 ) $ 51 $ ( 135 ) $ 40 Loss impact of conversion of noncontrolling interest — 1 — ( 1 ) Net (loss) income attributable to Alight, Inc. - diluted $ ( 67 ) $ 52 $ ( 135 ) $ 39 Denominator Weighted-average shares outstanding - basic 490,306,205 457,851,348 483,358,533 457,347,581 Dilutive effect of the exchange of noncontrolling interest units — 75,886,716 — 75,886,716 Dilutive effect of RSUs — — — 836,356 Weighted-average shares outstanding - diluted 490,306,205 533,738,064 483,358,533 534,070,653 Basic (net loss) earnings per share $ ( 0.14 ) $ 0.11 $ ( 0.28 ) $ 0.09 Diluted (net loss) earnings per share $ ( 0.14 ) $ 0.10 $ ( 0.28 ) $ 0.07 For the three months ended June 30, 2023, 44,077,108 of Alight Holdings Class A units related to noncontrolling interests were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the three months ended June 30, 2023 and 2022, 10,109,595 and 10,791,134 , respectively, of unv ested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the six months ended June 30, 2023, 44,077,108 of Alight Holdings Class A units related to noncontrolling interests were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the six months ended June 30, 2023 and 2022, 10,109,595 and 9,954,778 of unvested RSUs, respectively, were not included in the computation of diluted shares outstanding as their impact would ha ve been anti-dilutive. In addition, for the three and six months ended June 30, 2023 and 2022, 14,999,998 shares, respectively, related to the Seller Earnouts were excluded from the calculation of basic and diluted earnings per share. For the three months ended June 30, 2023 and 2022, 30,228,371 and 34,577,418 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the six months ended June 30, 2023 and 2022, 30,228,371 and 34,577,418 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the three and six months ended June 30, 2023 and 2022, the share amounts were calculated based on expected achievement levels and were excluded as the performance conditions were not met as of the end of the respective periods. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting Effective January 1, 2023, the Company's former Hosted business revenues and gross profit are reported in Other as the business is no longer core to the Company’s operations. There is no change in composition among the Employer Solutions and Professional Services segments. Additionally, the Company changed its measure of segment profit and loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. Prior to January 1, 2023, the Company reported its measure of segment profit as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items that the Company does not consider in the evaluation of ongoing operational performance. Effective January 1, 2023, the Company's measure of segment profit is gross profit, which is defined as revenue less cost of services. Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects. The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s Chief Executive Officer is its CODM. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment gross profit to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Employer Solutions Recurring $ 639 $ 559 $ 1,308 $ 1,129 Project 58 55 112 108 Total Employer Solutions 697 614 1,420 1,237 Professional Services Recurring 35 32 68 62 Project 65 59 130 119 Total Professional Services 100 91 198 181 Total Reportable Segments 797 705 1,618 1,418 Other 9 10 19 22 Total revenue $ 806 $ 715 $ 1,637 $ 1,440 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Employer Solutions $ 240 $ 200 $ 478 $ 404 Professional Services 19 20 38 39 Other ( 2 ) ( 1 ) ( 2 ) ( 1 ) Total Gross Profit 257 219 514 442 Selling, general and administrative 193 157 378 297 Depreciation and intangible amortization 85 85 170 170 Operating Income (Loss) ( 21 ) ( 23 ) ( 34 ) ( 25 ) (Gain) Loss from change in fair value of financial instruments - ( 50 ) 25 ( 63 ) (Gain) Loss from change in fair value of tax receivable agreement 11 ( 38 ) 19 ( 43 ) Interest expense 33 29 66 58 Other (income) expense, net 4 ( 7 ) 7 ( 8 ) Income (Loss) Before Taxes $ ( 69 ) $ 43 $ ( 151 ) $ 31 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company is exposed to market risks, including changes in interest rates. To manage the risk related to these exposures, the Company has entered into various derivative instruments that reduce these risks by creating offsetting exposures. Interest Rate Swaps The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $ 520,929,363 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 649,120,507 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 271,456,287 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 346,463,093 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 Concurrent with the refinancing of certain term loans, we amended our interest rate swaps to incorporate Term SOFR. In accordance with ASC Topic 848, Reference Rate Reform , we did not redesignate the interest rate hedges when they were amended from LIBOR to SOFR; as we are permitted to maintain the designation through the transition. During the six months ended June 30, 2023, we executed two additional interest rate swaps, which have been designated as cash flow hedges. Certain swap agreements amortize or accrete based on achieving targeted hedge ratios. All interest rate swaps have been designated as cash flow hedges. As a result of hedge amendments in December 2021 and July 2021, the fair value of the instruments at the time of re-designation are being amortized into interest expense over the remaining life of the instruments. Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): June 30, December 31, 2023 2022 Assets Other current assets $ 81 $ 72 Other assets 45 62 Total $ 126 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 1 — Total $ 1 $ — The Company estimates that approximately $ 80 million of derivative gains included in Accumulated other comprehensive income as of June 30, 2023 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments [Abstract] | |
Financial Instruments | 14. Financial Instruments Seller Earnouts Upon completion of the Business Combination, the equity owners of Alight Holdings received an earnout in the form of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock if, at any time during the seven years following the Closing Date certain criteria are achieved. See Note 9 “Stockholders’ Equity” for additional information regarding the Seller Earnouts. The portion of the Seller Earnouts related to employee compensation is accounted for as share-based compensation. See Note 10 “Share-Based Compensation Expense” for additional information. The portion of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This portion of the Seller Earnouts are subject to remeasurement at each balance sheet date. At June 30, 2023 and December 31, 2022, the Seller Earnouts had a fair valu e of $ 110 million and $ 96 million, respectively. For the three months ended June 30, 2023, the fair value remeasurement of the Seller Earnouts was not material. For the three months ended June 30, 2022, the Company recorded a gain of $ 50 million related to the fair value remeasurement of the Seller Earnouts. For the six months ended June 30, 2023 and 2022, the Company recorded a loss of $ 13 million and a gain of $ 64 million, respectively, related to the remeasurement of the Seller Earnouts. Gains or losses related to the remeasurement of Seller Earnouts are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). The fair value of the Class B-1 and B-2 Seller Earnouts, and the Class Z-B-1 and Z-B-2 contingent consideration instruments, is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16 "Fair Value Measurements"). Significant unobservable inputs are used in the assessment of fair value, including the following assumpti ons: volatility of 50 %, risk-free interest rate of 4.13 %, expected holding period of 5.01 years a nd probability assessments based on the likelihood of reaching the performance targets defined in the Business Combination. An increase in the risk-free interest rate or expected volatility would result in an decrease in the fair value measurement of the Seller Earnouts and vice versa. In addition, the Class Z instruments are also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments do not meet the criteria for classification within equity. The fair value of the Class Z-A contingent consideration is determined using the ending share price as of the last day of each quarter. For the three months ended June 30, 2023, the expense recorded by the Company as a result of the forfeiture of unvested management equity relating to the consideration that will be re-allocated to the holders of Class Z instruments upon vesting was not material. For the three months ended June 30, 2022, the Company recorded an immaterial change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss) as a result of the forfeiture of unvested management equity relating to the consideration that will be re-allocated to the holders of Class Z instruments upon vesting. For the six months ended June 30, 2023 and 2022, the Company recorded expense of $ 12 million and $ 1 million, respectively, in (Gain) Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss) as a result of the forfeiture of unvested management equity relating to the consideration that will be re-allocated to the holders of Class Z instruments upon vesting. S ee Note 9 “Stockholders’ Equity” for additional information regarding these instruments. |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Tax Receivable Agreement | 15. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay certain sellers, as applicable, 85% of the tax benefits, of any savings that we realize, calculated using certain assumptions, as a result of (i) tax basis adjustments from sales and exchanges of Alight Holdings equity interests in connection with or following the Business Combination and certain distributions with respect to Alight Holdings equity interests, (ii) our utilization of certain tax attributes, and (iii) certain other tax benefits related to entering into the TRA. Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at June 30, 2023 assume s: (i) a constant blended U.S. federal, state and local income tax rate of 26.4 %; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 9.0 %. Subsequent to the Business Combination, we record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the six months ended June 30, 2023, an additional TRA liability of $ 66 million was established as a result of these exchanges. This amount along with the total impact of exchanges of $ 43 million for the year ended December 31, 2022, are excluded from the portion of the TRA liability that is measured at fair value on a recurring basis. The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2022 $ 575 Fair value remeasurement 19 Payments ( 7 ) Conversion of noncontrolling interest 66 Ending Balance as of June 30, 2023 653 Less: current portion included in other current liabilities ( 50 ) Total long-term tax receivable agreement liability $ 603 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): June 30, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 126 $ — $ 126 Total assets recorded at fair value $ — $ 126 $ — $ 126 Liabilities Interest rate swaps $ — $ 1 $ — $ 1 Contingent consideration liability — — 13 13 Seller Earnouts liability — — 122 122 Tax receivable agreement liability (1) — — 544 544 Total liabilities recorded at fair value $ — $ 1 $ 679 $ 680 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability (1) — — 532 532 Total liabilities recorded at fair value $ — $ — $ 641 $ 641 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. Derivatives The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk. Contingent Consideration The contingent consideration liabilities relate to an acquisition completed by the Predecessor in 2018, and are included in Other current liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other (income) expense, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Beginning balance $ 13 $ 32 $ 13 $ 33 Acquisitions — — — — Measurement period adjustments — — — ( 2 ) Accretion of contingent consideration — — — 1 Remeasurement of acquisition-related contingent consideration — ( 7 ) — ( 7 ) Ending Balance $ 13 $ 25 $ 13 $ 25 Non-Recurring Fair Value Measurements The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions): June 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 31 $ 31 Long-term debt, net 2,784 2,780 2,792 2,780 Total $ 2,809 $ 2,805 $ 2,823 $ 2,811 The carrying value of the Term Loan, Secured Senior Notes include the outstanding principal balance, less any unamortized premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior No tes have fixed interest rates and the fair value is classified as Level 2 within the fair value hierarchy and corroborated by observable market data (see Note 8 “Debt”). The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. During the six months ended June 3 0 , 2023 and 2022, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 17. Restructuring Transformation Program On February 20, 2023 , the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. The Company currently expects to record in the aggregate approximately $ 140 million in pre-tax restructuring charges over the next two years . The restructuring charges are expected to include severance charges with an estimated range from $ 30 million to $ 40 million over the two-year period and other restructuring charges related to items such as data center exit costs, third party fees, and costs associated with transitioning existing technology and processes with an estimated range of $ 100 million to $ 110 million over the two-year period. The Company estimates an annual savings of over $ 100 million after the Transformation Program is completed. The Transformation Program commenced in the first quarter of 2023 and is expected to be substantially completed over an estimated two-year period. From the inception of the plan through June 30, 2023, the Company has incurred total expenses of $ 56 million. These charges are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Six Months Ended Estimated Estimated June 30, June 30, Inception to Remaining Total 2023 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 4 $ 5 $ 5 $ 10 $ 15 Other Restructuring Costs (1) 18 37 37 58 95 Total Employer Solutions $ 22 $ 42 $ 42 $ 68 $ 110 Professional Services Severance and Related Benefits $ 1 $ 1 $ 1 $ 3 $ 4 Other Restructuring Costs (1) — — — 2 2 Total Professional Services $ 1 $ 1 $ 1 $ 5 $ 6 Corporate Severance and Related Benefits $ 7 $ 12 $ 12 $ 9 $ 21 Other Restructuring Costs (1) — 1 1 2 3 Total Corporate $ 7 $ 13 $ 13 $ 11 $ 24 Total Restructuring Costs $ 30 $ 56 $ 56 $ 84 $ 140 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . As of June 30, 2023, approximatel y $ 19 million of the Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 18 38 56 Cash payments ( 5 ) ( 34 ) ( 39 ) Accrued restructuring liability as of June 30, 2023 $ 13 $ 4 $ 17 Plan During the third quarter of 2019, management initiated a restructuring and integration plan (the “Plan”) following the completion of the Hodges acquisition and in anticipation of the NGA HR acquisition, which was completed on November 1, 2019. The Plan was intended to integrate and streamline operations across the Company and to generate cost reductions related to position eliminations and facility and system rationalizations. This restructuring and integration plan was complete as of December 31, 2022. The following table summarizes the changes in the accrual balance: Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 Cash payments ( 2 ) ( 4 ) ( 6 ) Accrued restructuring liability as of June 30, 2023 $ 2 $ — $ 2 |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits Defined Contribution Savings Plans Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the three months ended June 30, 2023 and 2022, expenses were $ 15 million and $ 14 million, respectively. For the six months ended June 30, 2023 and 2022, expenses were $ 34 million and $ 31 million, res pectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Legal The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at June 30, 2023 and December 31, 2022 were not significant. Guarantees and Indemnifications The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements. Purchase Obligations The Company’s expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services i s $ 11 million, $ 27 million, $ 9 million, $ 4 million, $ 3 million, and no ne for the remainder of 2023 and the years ended 2024, 2025, 2026, 2027, and thereafter, respectively. Service Obligations On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. The Company’s expected cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $ 74 million, $ 154 million, $ 162 million, $ 170 million, $ 178 million, and $ 154 million f or the remainder of 2023 and the years ended 2024, 2025, 2026, 2027, and thereafter, respectively. The Company may terminate its arrangement with Wipro for cause or for the Company’s convenience. In the case of a termination for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus 25 % of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On July 27, 2023, the Company and Cesar Jelvez, its Chief Professional Services and Global Payroll Officer mutually agreed that Mr. Jelvez will depart from his role at the Company effective immediately. With Mr. Jelvez’s departure, Katie Rooney, the Company’s Chief Financial Officer, will assume Mr. Jelvez’s duties effective immediately while also remaining in her current position. Ms. Rooney’s Company title is now Chief Financial Officer and Chief Operating Officer. |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full fiscal year ending December 31, 2023. |
Segment Reporting | Segment Reporting Effective January 1, 2023, the Company's former Hosted business revenues and gross margin are reported in Other as the business is no longer core to the Company’s operations. There is no change in composition among the Employer Solutions and Professional Services segments. Additionally, the Company changed its measure of segment profit and loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. See Note 12 “Segm ent Reporting” for additional information. |
Use of Estimates | Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. |
New Accounting Pronouncements | New Accounting Pronouncements There are no recently issued accounting pronouncements that are expected to have a material impact upon our Condensed Consolidated Financial Statements. |
Fair Value Measurement | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. |
Other Financial Data (Tables)
Other Financial Data (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Financial Data [Abstract] | |
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): June 30, December 31, 2023 2022 Billed and unbilled receivables $ 638 $ 687 Allowance for expected credit losses ( 9 ) ( 9 ) Balance at end of period $ 629 $ 678 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): June 30, December 31, 2023 2022 Deferred project costs $ 46 $ 43 Prepaid expenses 54 68 Commissions receivable 78 149 Other 119 119 Total $ 297 $ 379 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): June 30, December 31, 2023 2022 Deferred project costs $ 354 $ 342 Operating lease right of use asset 79 86 Commissions receivable 25 28 Other 65 86 Total $ 523 $ 542 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): June 30, December 31, 2023 2022 Deferred revenue $ 143 $ 141 Operating lease liabilities 40 34 Finance lease liabilities 23 25 Other 118 100 Total $ 324 $ 300 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): June 30, December 31, 2023 2022 Deferred revenue $ 88 $ 93 Operating lease liabilities 84 103 Finance lease liabilities 11 18 Unrecognized tax positions 13 13 Other 45 54 Total $ 241 $ 281 |
Goodwill and Intangible asset_2
Goodwill and Intangible assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Net Carrying Amount of Goodwill | The changes in the net carrying amount of goodwill are as follows (in millions): Employer Professional Solutions Services Total Balance as of December 31, 2022 $ 3,606 73 3,679 Acquisitions (1) 1 — 1 Foreign currency translation 1 — 1 Balance as of June 30, 2023 $ 3,608 73 3,681 (1) Amount related to preliminary purchase price adjustments from the 2022 acquisition. |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): June 30, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Intangible assets: Customer-related and contract based $ 3,670 $ 487 $ 3,183 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 85 178 263 63 200 Trade name (finite life) 409 57 352 408 42 366 Total $ 4,342 $ 629 $ 3,713 $ 4,341 $ 469 $ 3,872 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of June 30, 2023 (in millions, except for years): Net Weighted-Average Carrying Remaining Amount Useful Lives Intangible assets at June 30, 2023: Customer-related and contract-based $ 3,183 13.0 Technology-related intangibles 178 4.0 Trade name (finite life) 352 12.8 Total $ 3,713 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to June 30, 2023, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade and Contract Based Related Name Intangibles Intangibles Intangibles 2023 (July - December) $ 123 $ 22 $ 14 2024 246 44 29 2025 246 44 28 2026 246 44 27 2027 246 24 27 Thereafter 2,076 — 227 Total amortization expense $ 3,183 $ 178 $ 352 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions) June 30, December 31, Maturity Date 2023 2022 Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 2,501 2,448 Secured Senior Notes June 1, 2025 308 310 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,809 2,823 Less: current portion of long-term debt, net ( 25 ) ( 31 ) Total long-term debt, net $ 2,784 $ 2,792 (1) The net balance for the B-1 Te rm Loan at both June 30, 2023 and December 31, 2022 includes unamortized debt issuance costs of approximately $ 8 million. |
Schedule of Aggregate Remaining Contractual Principal Payments | Aggregate remaining contractual principal payments as of June 30, 2023 are as follows (in millions): 2023 $ 14 2024 25 2025 325 2026 25 2027 25 Thereafter 2,393 Total payments $ 2,807 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2022 470,756,961 4,990,453 4,990,453 63,481,465 5,595,577 1,506,385 Conversion of noncontrolling interest 19,345,591 — — ( 19,345,591 ) — — Shares granted upon vesting 1,035,470 — — — ( 398,496 ) — Issuance for compensation to non-employees (1) 18,059 — — — — — Share repurchases ( 1,148,435 ) — — — — 1,148,435 Balance at March 31, 2023 490,007,646 4,990,453 4,990,453 44,135,874 5,197,081 2,654,820 Conversion of noncontrolling interest 58,766 — — ( 58,766 ) — — Shares granted upon vesting 842,570 — — — — — Issuance for compensation to non-employees (1) 19,979 — — — — — Share repurchases ( 479,025 ) — — — — 479,025 Balance at June 30, 2023 490,449,936 4,990,453 4,990,453 44,077,108 5,197,081 3,133,845 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments Swaps (1) Total Balance at December 31, 2022 $ ( 11 ) $ 106 $ 95 Other comprehensive (loss) income before reclassifications 3 ( 7 ) ( 4 ) Tax expense (benefit) ( 1 ) 7 6 Other comprehensive (loss) income before reclassifications, net of tax 2 - 2 Amounts reclassified from accumulated other comprehensive income - ( 16 ) ( 16 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 16 ) ( 16 ) Net current period other comprehensive income, net of tax 2 ( 16 ) ( 14 ) Balance at March 31, 2023 $ ( 9 ) $ 90 $ 81 Other comprehensive (loss) income before reclassifications 3 41 44 Tax expense (benefit) - ( 5 ) ( 5 ) Other comprehensive (loss) income before reclassifications, net of tax 3 36 39 Amounts reclassified from accumulated other comprehensive income - ( 20 ) ( 20 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 20 ) ( 20 ) Net current period other comprehensive income, net of tax 3 16 19 Balance at June 30, 2023 $ ( 6 ) $ 106 $ 100 (1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Unit Activity | The following tables summarizes the unit activity related to the RSUs and PRSUs during the six months ended June 30, 2023: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs (1) Per Unit PRSUs (1)(2) Per Unit Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 5,394,381 8.87 3,785,891 8.84 Vested ( 1,946,336 ) 9.23 ( 430,290 ) 8.33 Forfeited ( 1,098,242 ) 9.69 ( 2,464,239 ) 9.82 Balance as of June 30, 2023 10,115,964 $ 9.79 30,977,085 $ 11.24 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. |
Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs | Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Cost of services, exclusive of depreciation and amortization $ 9 $ 10 18 $ 17 Selling, general and administrative 29 32 57 58 Total share-based compensation expense $ 38 $ 42 75 $ 75 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted (Net Loss) Earnings Per Share | Basic and diluted (net loss) earnings per share are as follows (in millions, ex cept for share and per share amounts): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. - basic $ ( 67 ) $ 51 $ ( 135 ) $ 40 Loss impact of conversion of noncontrolling interest — 1 — ( 1 ) Net (loss) income attributable to Alight, Inc. - diluted $ ( 67 ) $ 52 $ ( 135 ) $ 39 Denominator Weighted-average shares outstanding - basic 490,306,205 457,851,348 483,358,533 457,347,581 Dilutive effect of the exchange of noncontrolling interest units — 75,886,716 — 75,886,716 Dilutive effect of RSUs — — — 836,356 Weighted-average shares outstanding - diluted 490,306,205 533,738,064 483,358,533 534,070,653 Basic (net loss) earnings per share $ ( 0.14 ) $ 0.11 $ ( 0.28 ) $ 0.09 Diluted (net loss) earnings per share $ ( 0.14 ) $ 0.10 $ ( 0.28 ) $ 0.07 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Employer Solutions Recurring $ 639 $ 559 $ 1,308 $ 1,129 Project 58 55 112 108 Total Employer Solutions 697 614 1,420 1,237 Professional Services Recurring 35 32 68 62 Project 65 59 130 119 Total Professional Services 100 91 198 181 Total Reportable Segments 797 705 1,618 1,418 Other 9 10 19 22 Total revenue $ 806 $ 715 $ 1,637 $ 1,440 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Employer Solutions $ 240 $ 200 $ 478 $ 404 Professional Services 19 20 38 39 Other ( 2 ) ( 1 ) ( 2 ) ( 1 ) Total Gross Profit 257 219 514 442 Selling, general and administrative 193 157 378 297 Depreciation and intangible amortization 85 85 170 170 Operating Income (Loss) ( 21 ) ( 23 ) ( 34 ) ( 25 ) (Gain) Loss from change in fair value of financial instruments - ( 50 ) 25 ( 63 ) (Gain) Loss from change in fair value of tax receivable agreement 11 ( 38 ) 19 ( 43 ) Interest expense 33 29 66 58 Other (income) expense, net 4 ( 7 ) 7 ( 8 ) Income (Loss) Before Taxes $ ( 69 ) $ 43 $ ( 151 ) $ 31 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan | The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $ 520,929,363 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 649,120,507 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 271,456,287 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 346,463,093 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 |
Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets | The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): June 30, December 31, 2023 2022 Assets Other current assets $ 81 $ 72 Other assets 45 62 Total $ 126 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 1 — Total $ 1 $ — The Company estimates that approximately $ 80 million of derivative gains included in Accumulated other comprehensive income as of June 30, 2023 will be reclassified into earnings over the next twelve months. |
Tax Receivable Agreement (Table
Tax Receivable Agreement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Summary of Changes of Tax Receivable Liability | The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2022 $ 575 Fair value remeasurement 19 Payments ( 7 ) Conversion of noncontrolling interest 66 Ending Balance as of June 30, 2023 653 Less: current portion included in other current liabilities ( 50 ) Total long-term tax receivable agreement liability $ 603 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): June 30, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 126 $ — $ 126 Total assets recorded at fair value $ — $ 126 $ — $ 126 Liabilities Interest rate swaps $ — $ 1 $ — $ 1 Contingent consideration liability — — 13 13 Seller Earnouts liability — — 122 122 Tax receivable agreement liability (1) — — 544 544 Total liabilities recorded at fair value $ — $ 1 $ 679 $ 680 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability (1) — — 532 532 Total liabilities recorded at fair value $ — $ — $ 641 $ 641 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Summary of Changes in Deferred Contingent Consideration Liabilities | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended June 30 Six Months Ended June 30 2023 2022 2023 2022 Beginning balance $ 13 $ 32 $ 13 $ 33 Acquisitions — — — — Measurement period adjustments — — — ( 2 ) Accretion of contingent consideration — — — 1 Remeasurement of acquisition-related contingent consideration — ( 7 ) — ( 7 ) Ending Balance $ 13 $ 25 $ 13 $ 25 |
Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis | The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions): June 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 31 $ 31 Long-term debt, net 2,784 2,780 2,792 2,780 Total $ 2,809 $ 2,805 $ 2,823 $ 2,811 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Six Months Ended Estimated Estimated June 30, June 30, Inception to Remaining Total 2023 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 4 $ 5 $ 5 $ 10 $ 15 Other Restructuring Costs (1) 18 37 37 58 95 Total Employer Solutions $ 22 $ 42 $ 42 $ 68 $ 110 Professional Services Severance and Related Benefits $ 1 $ 1 $ 1 $ 3 $ 4 Other Restructuring Costs (1) — — — 2 2 Total Professional Services $ 1 $ 1 $ 1 $ 5 $ 6 Corporate Severance and Related Benefits $ 7 $ 12 $ 12 $ 9 $ 21 Other Restructuring Costs (1) — 1 1 2 3 Total Corporate $ 7 $ 13 $ 13 $ 11 $ 24 Total Restructuring Costs $ 30 $ 56 $ 56 $ 84 $ 140 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . |
Schedule of Accrued Restructuring Liability | As of June 30, 2023, approximatel y $ 19 million of the Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 18 38 56 Cash payments ( 5 ) ( 34 ) ( 39 ) Accrued restructuring liability as of June 30, 2023 $ 13 $ 4 $ 17 The following table summarizes the changes in the accrual balance: Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 Cash payments ( 2 ) ( 4 ) ( 6 ) Accrued restructuring liability as of June 30, 2023 $ 2 $ — $ 2 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) | Jul. 02, 2021 | Jun. 30, 2023 |
Alight Holdings | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Non-voting ownership percentage held by noncontrolling interest | 8% | |
Special Purpose Acquisition Company | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Business combination, closing date of acquisition | Jul. 02, 2021 | |
Alight | Special Purpose Acquisition Company | Alight Holdings | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Percentage of economic interest | 92% | |
Business combination, percentage of voting power | 100% |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | |
Period to recognize revenue under subscription | 3 years |
Revenue related to unsatisfied performance obligations, description | The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. |
Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Revenue practical expedient | For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). |
Payroll and Cloud Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 7 years |
Other Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 15 years |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Revenue recognition contract terms | 3 years |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Revenue recognition contract terms | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 1 Months Ended |
Dec. 31, 2022 USD ($) | |
ReedGroup | |
Business Acquisition [Line Items] | |
Consideration transferred | $ 87 |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Billed and unbilled receivables | $ 638 | $ 687 |
Allowance for expected credit losses | (9) | (9) |
Balance at end of period | $ 629 | $ 678 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Other Financial Data [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 126 | $ 94 | |||
Deferred consideration payments, Paid | 4 | 81 | |||
Interest Rate Swaps | |||||
Other Financial Data [Line Items] | |||||
Derivative asset, current | $ 81 | $ 81 | $ 72 | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | Other Assets, Current | Other Assets, Current | ||
Derivative asset, noncurrent | $ 45 | $ 45 | $ 62 | ||
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent | ||
Derivative liability, current | $ 0 | $ 0 | $ 0 | ||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | Other Liabilities, Current | ||
Derivative liability, noncurrent | $ 1 | $ 1 | $ 0 | ||
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | ||
Other Current Liabilities | |||||
Other Financial Data [Line Items] | |||||
Tax receivable agreement liability | $ 50 | $ 50 | $ 7 | ||
Cost of Services, Exclusive of Depreciation and Amortization | |||||
Other Financial Data [Line Items] | |||||
Amortization expense | $ 14 | $ 13 | $ 28 | $ 25 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 46 | $ 43 |
Prepaid expenses | 54 | 68 |
Commissions receivable | 78 | 149 |
Other | 119 | 119 |
Total | $ 297 | $ 379 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 354 | $ 342 |
Operating lease right of use asset | 79 | 86 |
Commissions receivable | 25 | 28 |
Other | 65 | 86 |
Total | $ 523 | $ 542 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 143 | $ 141 |
Operating lease liabilities | 40 | 34 |
Finance lease liabilities | 23 | 25 |
Other | 118 | 100 |
Total | $ 324 | $ 300 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 88 | $ 93 |
Operating lease liabilities | 84 | 103 |
Finance lease liabilities | 11 | 18 |
Unrecognized tax positions | 13 | 13 |
Other | 45 | 54 |
Total | $ 241 | $ 281 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2022 | $ 3,679 | |
Acquisitions | 1 | [1] |
Foreign currency translation | 1 | |
Balance as of June 30, 2023 | 3,681 | |
Employer Solutions | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2022 | 3,606 | |
Acquisitions | 1 | [1] |
Foreign currency translation | 1 | |
Balance as of June 30, 2023 | 3,608 | |
Professional Services | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2022 | 73 | |
Balance as of June 30, 2023 | $ 73 | |
[1] Amount related to preliminary purchase price adjustments from the 2022 acquisition. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | $ 4,342 | $ 4,341 |
Intangible assets, Accumulated Amortization | 629 | 469 |
Intangible assets, Net Carrying Amount | 3,713 | 3,872 |
Customer Related and Contract Based Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 3,670 | 3,670 |
Intangible assets, Accumulated Amortization | 487 | 364 |
Intangible assets, Net Carrying Amount | 3,183 | 3,306 |
Technology Related Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 263 | 263 |
Intangible assets, Accumulated Amortization | 85 | 63 |
Intangible assets, Net Carrying Amount | 178 | 200 |
Trade Name | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 409 | 408 |
Intangible assets, Accumulated Amortization | 57 | 42 |
Intangible assets, Net Carrying Amount | $ 352 | $ 366 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 80 | $ 80 | $ 160 | $ 159 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,713 | $ 3,872 |
Customer Related and Contract Based Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,183 | 3,306 |
Intangible assets, Weighted Average Remaining Useful Lives | 13 years | |
Technology Related Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 178 | 200 |
Intangible assets, Weighted Average Remaining Useful Lives | 4 years | |
Trade Name | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 352 | $ 366 |
Intangible assets, Weighted Average Remaining Useful Lives | 12 years 9 months 18 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Expected Annual Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Customer Related and Contract Based Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2023 (April - December) | $ 123 | |
2024 | 246 | |
2025 | 246 | |
2026 | 246 | |
2027 | 246 | |
Thereafter | 2,076 | |
Intangible assets, Net Carrying Amount | 3,183 | $ 3,306 |
Technology Related Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2023 (April - December) | 22 | |
2024 | 44 | |
2025 | 44 | |
2026 | 44 | |
2027 | 24 | |
Intangible assets, Net Carrying Amount | 178 | 200 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
2023 (April - December) | 14 | |
2024 | 29 | |
2025 | 28 | |
2026 | 27 | |
2027 | 27 | |
Thereafter | 227 | |
Intangible assets, Net Carrying Amount | $ 352 | $ 366 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate | (4.00%) | (21.00%) | 3% | (24.00%) |
Maximum | ||||
Income Tax Examination [Line Items] | ||||
U.S. statutory corporate income tax rate | 21% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2022 | Aug. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||||
Gross debt | $ 2,807 | ||||
Total debt, net | 2,809 | $ 2,823 | |||
Less: current portion of long term debt, net | (25) | (31) | |||
Total long-term debt, net | $ 2,784 | 2,792 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Gross debt | 65 | ||||
Maturity Date | May 01, 2024 | ||||
Term Loan, Third Incremental | |||||
Debt Instrument [Line Items] | |||||
Total debt, net | $ 525 | ||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | |||
Term Loan, B-1 | |||||
Debt Instrument [Line Items] | |||||
Gross debt | [1] | $ 2,501 | 2,448 | ||
Maturity Date | [1] | Aug. 31, 2028 | |||
Secured Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Gross debt | $ 308 | $ 310 | |||
Maturity Date | Jun. 01, 2025 | ||||
$300m Revolving Credit Facility, Amended | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | |||
[1] The net balance for the B-1 Te rm Loan at both June 30, 2023 and December 31, 2022 includes unamortized debt issuance costs of approximately $ 8 million. |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Parenthetical) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2021 |
Term Loan, B-1 | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | $ 8,000,000 | |
$300m Revolving Credit Facility, Amended | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 300,000,000 | $ 294,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Mar. 31, 2023 | Jan. 31, 2022 | Aug. 31, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 2,809,000,000 | $ 2,809,000,000 | $ 2,823,000,000 | ||||||||||
Amortization of financing fees and benefits | (1,000,000) | $ (1,000,000) | |||||||||||
Interest expense related to debt instruments | 55,000,000 | $ 28,000,000 | 106,000,000 | 55,000,000 | |||||||||
Interest Expense | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of financing fees and benefits | 1,000,000 | 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Increase in revolving credit facility | $ 300,000,000 | ||||||||||||
Revolving Credit Facility | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 5 years | ||||||||||||
Maturity Date | May 01, 2022 | ||||||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | ||||||||||||
Amended Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | |||||||||||
Line of credit, maximum borrowing capacity | $ 294,000,000 | 300,000,000 | $ 300,000,000 | ||||||||||
Unused letters of credit | 3,000,000 | 3,000,000 | |||||||||||
Proceeds from Lines of Credit | $ 0 | ||||||||||||
Amended Revolving Credit Facility | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Oct. 31, 2024 | ||||||||||||
Line of credit, maximum borrowing capacity | $ 226,000,000 | ||||||||||||
Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | May 01, 2024 | ||||||||||||
Repayment of principal | $ 556,000,000 | ||||||||||||
Term Loan | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 7 years | 7 years | |||||||||||
Repayments of principal to refinance debt | 270,000,000 | ||||||||||||
Term Loan, Amended | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payment terms | The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. | ||||||||||||
Principal payment | $ 6,000,000 | $ 8,000,000 | $ 13,000,000 | $ 16,000,000 | |||||||||
Swap agreement expiration period | 2026-12 | ||||||||||||
Term Loan, Amended | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 1,986,000,000 | ||||||||||||
Maturity Date | Oct. 31, 2026 | ||||||||||||
Term Loan, Amended | Minimum | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 0.50% | ||||||||||||
Term Loan, Third Incremental | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 525,000,000 | ||||||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | |||||||||||
Secured Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Jun. 01, 2025 | ||||||||||||
Payment terms | interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year | ||||||||||||
Secured Senior Notes | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Jun. 01, 2025 | ||||||||||||
Face amount | $ 300,000,000 | ||||||||||||
Interest rate | 5.75% | ||||||||||||
Debt payment beginning date | Dec. 01, 2020 | ||||||||||||
Term Loan, B-1 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | [1] | Aug. 31, 2028 | |||||||||||
Increase in term loan | $ 65,000,000 | ||||||||||||
Term Loan, B-1 | SOFR | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 3% | ||||||||||||
[1] The net balance for the B-1 Te rm Loan at both June 30, 2023 and December 31, 2022 includes unamortized debt issuance costs of approximately $ 8 million. |
Debt - Schedule of Aggregate Re
Debt - Schedule of Aggregate Remaining Contractual Principal Payments (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 14 |
2024 | 25 |
2025 | 325 |
2026 | 25 |
2027 | 25 |
Thereafter | 2,393 |
Total payments | $ 2,807 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 06, 2023 $ / shares shares | Jun. 30, 2023 USD ($) Vote $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 01, 2022 USD ($) $ / shares | Jul. 02, 2021 shares | |
Class Of Stock [Line Items] | |||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, issued | 0 | 0 | 0 | ||||
Preferred stock, outstanding | 0 | 0 | 0 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Increase in equity | $ | $ 195,000,000 | ||||||
Additional paid-in-capital deferred tax assets | $ | 18,000,000 | ||||||
Common stock repurchase, authorized amount | $ | $ 100,000,000 | ||||||
Remaining authorized amount for future share repurchase program | $ | $ 74,000,000 | 74,000,000 | |||||
Tax Receivable Agreement Liability | |||||||
Class Of Stock [Line Items] | |||||||
Additional TRA liabilities | $ | $ 66,000,000 | $ 43,000,000 | |||||
Class A Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 497,676,510 | 497,676,510 | 478,300,000 | ||||
Common stock, shares outstanding | 497,700,000 | 497,700,000 | 478,300,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Conversion of stock | 19,404,357 | ||||||
Number of shares repurchased | 479,025 | 1,627,460 | |||||
Total cost | $ | $ 4,000,000 | $ 14,000,000 | |||||
Class A Common Stock | Secondary Offering | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 46,000,000 | ||||||
Public offering price | $ / shares | $ 9 | ||||||
Number of days option to underwriter to purchase additional common shares | 30 days | ||||||
Class A Common Stock | Over-Allotment Option | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares issued | 6,900,000 | ||||||
Unvested Class A common stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 7,226,574 | 7,226,574 | |||||
Class B Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issuance of common units | 14,999,998 | ||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Unvested Common Class B | |||||||
Class Of Stock [Line Items] | |||||||
Issuance of employee compensation | 739,657 | ||||||
Class B-1 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 4,990,453 | 4,990,453 | |||||
Common stock, shares outstanding | 4,990,453 | 4,990,453 | |||||
Common stock shares related to employee compensation, unvested | 369,829 | 369,829 | |||||
Common stock conversion, description | Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||||
Common stock shares conversion ratio | 1 | ||||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||||
Common stock shares convertible threshold trading days | 20 days | ||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||||
Class B-1 Common Units | Alight Holdings | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 2,509,546 | 2,509,546 | |||||
Common stock conversion, description | Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||||
Common stock shares conversion ratio | 1 | ||||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||||
Common stock shares convertible threshold trading days | 20 days | ||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||||
Class B-2 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 4,990,453 | 4,990,453 | |||||
Common stock, shares outstanding | 4,990,453 | 4,990,453 | |||||
Common stock shares related to employee compensation, unvested | 369,829 | 369,829 | |||||
Common stock conversion, description | Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | ||||||
Common stock shares conversion ratio | 1 | ||||||
Common stock shares convertible stock price trigger | $ / shares | $ 15 | ||||||
Common stock shares convertible threshold trading days | 20 days | ||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | ||||||
Class B-2 Common Units | Alight Holdings | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 2,509,546 | 2,509,546 | |||||
Common stock, shares outstanding | 2,509,546 | 2,509,546 | |||||
Common stock conversion, description | Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | ||||||
Common stock shares conversion ratio | 1 | ||||||
Common stock shares convertible stock price trigger | $ / shares | $ 15 | ||||||
Common stock shares convertible threshold trading days | 20 days | ||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | ||||||
Class B-3 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 0 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Class V Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 44,077,108 | 44,077,108 | 63,500,000 | ||||
Common stock, shares outstanding | 44,077,108 | 44,077,108 | 63,500,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares conversion ratio | 1 | ||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | 175,000,000 | ||||
Common shares, votes per share | Vote | 1 | 1 | |||||
Shares, outstanding | 44,077,108 | 44,135,874 | 44,077,108 | 63,481,465 | |||
Conversion of stock | (58,766) | (19,345,591) | |||||
Class Z Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 5,200,000 | 5,200,000 | 5,600,000 | 8,671,507 | |||
Common stock, shares outstanding | 5,197,081 | 5,197,081 | 5,600,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 12,900,000 | 12,900,000 | 12,900,000 | ||||
Shares, outstanding | 5,197,081 | 5,197,081 | 5,197,081 | 5,595,577 | |||
Class Z-A Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 4,663,187 | 4,663,187 | |||||
Class Z-B-1 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 266,947 | 266,947 | |||||
Class Z-B-2 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 266,947 | 266,947 | |||||
Class Z Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 2,856,875 | 2,856,875 | |||||
Class Z-A Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 2,563,387 | 2,563,387 | |||||
Class Z-B-1 Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 146,744 | 146,744 | |||||
Class Z-B-2 Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 146,744 | 146,744 | |||||
Class A Units | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares outstanding | 541,733,640 | 541,733,640 | |||||
Shares, outstanding | 497,676,510 | 497,676,510 | |||||
Held by non controlling interest | 44,077,108 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | ||
Treasury | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 2,654,820 | 1,506,385 | 1,506,385 | |
Share repurchases | (479,025) | (1,148,435) | ||
Balance, Shares | 2,654,820 | |||
Common Class A | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 490,007,646 | 470,756,961 | 470,756,961 | |
Conversion of noncontrolling interest | 58,766 | 19,345,591 | ||
Shares granted upon vesting | 842,570 | 1,035,470 | ||
Issuance for compensation to non-employees | [1] | 19,979 | 18,059 | |
Share repurchases | (479,025) | (1,148,435) | ||
Balance, Shares | 490,449,936 | 490,007,646 | 490,449,936 | |
Common Class A | Treasury | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 3,133,845 | 3,133,845 | ||
Common Class B1 | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | |
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | |
Common Class B2 | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | |
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | |
Class V Common Stock | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 44,135,874 | 63,481,465 | 63,481,465 | |
Conversion of noncontrolling interest | (58,766) | (19,345,591) | ||
Balance, Shares | 44,077,108 | 44,135,874 | 44,077,108 | |
Class Z Common Stock | ||||
Class Of Stock [Line Items] | ||||
Balance, Shares | 5,197,081 | 5,595,577 | 5,595,577 | |
Shares granted upon vesting | (398,496) | |||
Balance, Shares | 5,197,081 | 5,197,081 | 5,197,081 | |
[1] Issued to certain members of the Board of Directors in lieu of cash retainer. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 4,967 | $ 5,089 | |
Balance | 4,954 | 4,967 | |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (9) | (11) | |
Other comprehensive income (loss) before reclassifications | 3 | 3 | |
Tax expense (benefit) | (1) | ||
Other comprehensive income (loss) before reclassifications, net of tax | 3 | 2 | |
Net current period other comprehensive income, net of tax | 3 | 2 | |
Balance | (6) | (9) | |
Interest Rate Swaps | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | [1] | 90 | 106 |
Other comprehensive income (loss) before reclassifications | [1] | 41 | (7) |
Tax expense (benefit) | [1] | (5) | 7 |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | 36 | |
Amounts reclassified from accumulated other comprehensive income | [1] | (20) | (16) |
Amounts reclassified from accumulated other comprehensive income, net of tax | [1] | (20) | (16) |
Net current period other comprehensive income, net of tax | [1] | 16 | (16) |
Balance | [1] | 106 | 90 |
Accumulated Other Comprehensive (Loss) Income | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 81 | 95 | |
Other comprehensive income (loss) before reclassifications | 44 | (4) | |
Tax expense (benefit) | (5) | 6 | |
Other comprehensive income (loss) before reclassifications, net of tax | 39 | 2 | |
Amounts reclassified from accumulated other comprehensive income | (20) | (16) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | (20) | (16) | |
Net current period other comprehensive income, net of tax | 19 | (14) | |
Balance | $ 100 | $ 81 | |
[1] (1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | |
Employee Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares issued | shares | 706,366 | ||||
Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Maximum number of shares, an employee can purchase | shares | 1,250 | ||||
Purchase price of common stock, percent of fair market value | 85% | ||||
Minimum | Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 1% | ||||
Maximum | Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 10% | ||||
Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 33 | ||||
Total future compensation expense | $ 123 | $ 123 | |||
Remaining weighted-average amortization period | 1 year 4 months 24 days | ||||
RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 48 | ||||
Total future compensation expense | 74 | $ 74 | |||
Remaining weighted-average amortization period | 1 year 4 months 24 days | ||||
RSUs and PRSUs[Member] | |||||
Class Of Stock [Line Items] | |||||
Share-based compensation | $ 38 | $ 42 | $ 75 | $ 75 | |
RSUs and PRSUs[Member] | Volatility | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.45 | 0.45 | |||
RSUs and PRSUs[Member] | Risk-free Interest Rate | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.01 | 0.01 | |||
RSUs and PRSUs[Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0 | 0 | |||
RSUs and PRSUs[Member] | Minimum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 1 year | ||||
RSUs and PRSUs[Member] | Maximum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 5 years | ||||
Replacement Awards Member | Minimum | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 2 years | ||||
Replacement Awards Member | Maximum | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 5 years | ||||
2021 Omnibus Incentive Plan | Time-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 3 years | ||||
Percentage of units granted subject to vesting requirements | 59% | 59% | |||
2021 Omnibus Incentive Plan | Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of units granted subject to vesting requirements | 41% | 41% | |||
Employee Stock Purchase Plan | |||||
Class Of Stock [Line Items] | |||||
Share-based compensation | $ 1 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Summary of Unit Activity related to RSUs (Details) | 6 Months Ended | |
Jun. 30, 2023 $ / shares shares | ||
RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | shares | 7,766,161 | [1] |
Granted | shares | 5,394,381 | [1] |
Vested | shares | (1,946,336) | [1] |
Forfeited | shares | (1,098,242) | [1] |
Ending Balance | shares | 10,115,964 | [1] |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ / shares | $ 10.28 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | $ / shares | 8.87 | |
Weighted Average Grant Date Fair Value Per Unit, Vested | $ / shares | 9.23 | |
Weighted Average Grant Date Fair Value Per Unit, Forfeited | $ / shares | 9.69 | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 9.79 | |
Performance-based RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | shares | 30,085,723 | [1],[2] |
Granted | shares | 3,785,891 | [1],[2] |
Vested | shares | (430,290) | [1],[2] |
Forfeited | shares | (2,464,239) | [1],[2] |
Ending Balance | shares | 30,977,085 | [1],[2] |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ / shares | $ 11.38 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | $ / shares | 8.84 | |
Weighted Average Grant Date Fair Value Per Unit, Vested | $ / shares | 8.33 | |
Weighted Average Grant Date Fair Value Per Unit, Forfeited | $ / shares | 9.82 | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 11.24 | |
[1] These share totals include both unvested shares and restricted stock units. PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs (Details) - RSUs and PRSUs[Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 38 | $ 42 | $ 75 | $ 75 |
Cost of services [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | 9 | 10 | 18 | 17 |
Selling, general and administrative expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 29 | $ 32 | $ 57 | $ 58 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted (Net Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||
Net (loss) income attributable to Alight, Inc. - basic | $ (67) | $ 51 | $ (135) | $ 40 |
Loss impact of conversion of noncontrolling interest | 1 | (1) | ||
Net (loss) income attributable to Alight, Inc. - diluted | $ (67) | $ 52 | $ (135) | $ 39 |
Denominator | ||||
Weighted-average shares outstanding - basic | 490,306,205 | 457,851,348 | 483,358,533 | 457,347,581 |
Dilutive effect of the exchange of noncontrolling interest units | 75,886,716 | 75,886,716 | ||
Dilutive effect of RSUs | 836,356 | |||
Weighted-average shares outstanding - diluted | 490,306,205 | 533,738,064 | 483,358,533 | 534,070,653 |
Basic (net loss) earnings per share | $ (0.14) | $ 0.11 | $ (0.28) | $ 0.09 |
Diluted (net loss) earnings per share | $ (0.14) | $ 0.10 | $ (0.28) | $ 0.07 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,109,595 | 10,791,134 | 10,109,595 | 9,954,778 |
Seller Earnouts | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,999,998 | 14,999,998 | 14,999,998 | 14,999,998 |
Performance-based RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,228,371 | 34,577,418 | 30,228,371 | 34,577,418 |
Alight Holdings | Class A Units | Noncontrolling Interest | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,077,108 | 44,077,108 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 806 | $ 715 | $ 1,637 | $ 1,440 |
Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 697 | 614 | 1,420 | 1,237 |
Employer Solutions | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 639 | 559 | 1,308 | 1,129 |
Employer Solutions | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 58 | 55 | 112 | 108 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 100 | 91 | 198 | 181 |
Professional Services | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 35 | 32 | 68 | 62 |
Professional Services | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 65 | 59 | 130 | 119 |
Total Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 797 | 705 | 1,618 | 1,418 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 9 | $ 10 | $ 19 | $ 22 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Segment Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative | $ 193 | $ 157 | $ 378 | $ 297 |
Depreciation and intangible amortization | 85 | 85 | 170 | 170 |
Operating Income (Loss) | (21) | (23) | (34) | (25) |
(Gain) Loss from change in fair value of financial instruments | (50) | 25 | (63) | |
(Gain) loss from change in fair value of tax receivable agreement | 11 | (38) | 19 | (43) |
Interest expense | 33 | 29 | 66 | 58 |
Other (income) expense, net | 4 | (7) | 7 | (8) |
Income (Loss) Before Taxes | (69) | 43 | (151) | 31 |
Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 257 | 219 | 514 | 442 |
Selling, general and administrative | 193 | 157 | 378 | 297 |
Depreciation and intangible amortization | 85 | 85 | 170 | 170 |
Operating Income (Loss) | (21) | (23) | (34) | (25) |
(Gain) Loss from change in fair value of financial instruments | (50) | 25 | (63) | |
(Gain) loss from change in fair value of tax receivable agreement | 11 | (38) | 19 | (43) |
Interest expense | 33 | 29 | 66 | 58 |
Other (income) expense, net | 4 | (7) | 7 | (8) |
Income (Loss) Before Taxes | (69) | 43 | (151) | 31 |
Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 240 | 200 | 478 | 404 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 19 | 20 | 38 | 39 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | $ (2) | $ (1) | $ (2) | $ (1) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan (Details) - Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
December 2021 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 181,205,050 |
Notional Amount Outstanding as of March 31, 2023 | $ 520,929,363 |
Fixed Rate | 0.7203% |
Expiration Date | 2024-04 |
December 2021 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 388,877,200 |
Notional Amount Outstanding as of March 31, 2023 | $ 649,120,507 |
Fixed Rate | 0.6826% |
Expiration Date | 2024-04 |
December 2021 Term Loan Three | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2022-05 |
Initial Notional Amount | $ 220,130,318 |
Notional Amount Outstanding as of March 31, 2023 | $ 271,456,287 |
Fixed Rate | 0.457% |
Expiration Date | 2024-04 |
December 2021 Term Loan Four | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2022-05 |
Initial Notional Amount | $ 306,004,562 |
Notional Amount Outstanding as of March 31, 2023 | $ 346,463,093 |
Fixed Rate | 0.448% |
Expiration Date | 2024-04 |
December 2021 Term Loan Five | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 871,205,040 |
Fixed Rate | 1.6533% |
Expiration Date | 2025-06 |
December 2021 Term Loan Six | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 435,602,520 |
Fixed Rate | 1.656% |
Expiration Date | 2025-06 |
December 2021 Term Loan Seven | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 435,602,520 |
Fixed Rate | 1.665% |
Expiration Date | 2025-06 |
March 2022 Term Loan | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2022-03 |
Effective Date | 2025-06 |
Initial Notional Amount | $ 1,197,000,000 |
Fixed Rate | 2.554% |
Expiration Date | 2026-12 |
March 2023 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2023-03 |
Effective Date | 2023-03 |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 |
Fixed Rate | 3.9025% |
Expiration Date | 2026-12 |
March 2023 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2023-03 |
Effective Date | 2023-03 |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 |
Fixed Rate | 3.91% |
Expiration Date | 2026-12 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Derivatives Fair Value [Line Items] | ||
Total Assets | $ 126 | $ 134 |
Total Liabilities | 1 | 0 |
Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 81 | 72 |
Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 45 | 62 |
Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | 0 | 0 |
Other Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | $ 1 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Derivative [Line Items] | |
Derivative gains | $ 80 |
Financial Instruments - Seller
Financial Instruments - Seller Earnouts - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of seller earnouts | $ 110 | $ 96 | ||
(Loss) gain from change in fair value of seller earnouts | $ 50 | (13) | $ 64 | |
Common Class Z [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
(Loss) gain from change in fair value of seller earnouts | $ 12 | $ 1 | ||
Seller Earnouts Liability | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Business combination, contingent consideration, liability expected holding period | 5 years 3 days | |||
Seller Earnouts Liability | Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement Input | 50 | |||
Seller Earnouts Liability | Risk-free Interest Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement Input | 0.0413 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - Tax Receivable Agreement Liability $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Financing Receivable, Past Due [Line Items] | ||
Federal, state and local income tax rate | 26.40% | |
Additional TRA liability | $ 66 | $ 43 |
Discount Rate | ||
Financing Receivable, Past Due [Line Items] | ||
Measurement Input | 9 |
Tax Receivable Agreement - Summ
Tax Receivable Agreement - Summary of Changes to TRA Liability (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total long-term tax receivable agreement liability | $ 603 | $ 568 |
Tax Receivable Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 575 | |
Fair value remeasurement | 19 | |
Payments | (7) | |
Conversion of noncontrolling interest | 66 | 43 |
Ending Balance | 653 | $ 575 |
Less: current portion included in other current liabilities | (50) | |
Total long-term tax receivable agreement liability | $ 603 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Measured at Fair Value on Recurring Basis - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
Assets | |||
Total assets recorded at fair value | $ 126 | $ 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 680 | 641 | |
Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 126 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 1 | ||
Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 13 | 13 | |
Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 122 | 96 | |
Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | 544 | 532 |
Level 2 | |||
Assets | |||
Total assets recorded at fair value | 126 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 1 | ||
Level 2 | Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 126 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 1 | ||
Level 3 | |||
Liabilities | |||
Total liabilities recorded at fair value | 679 | 641 | |
Level 3 | Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 13 | 13 | |
Level 3 | Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 122 | 96 | |
Level 3 | Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | $ 544 | $ 532 |
[1] Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Deferred Contingent Consideration Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning balance | $ 13 | $ 32 | $ 13 | $ 33 |
Measurement period adjustments | (2) | |||
Accretion of contingent consideration | 1 | |||
Remeasurement of acquisition-related contingent consideration | (7) | (7) | ||
Ending Balance | $ 13 | $ 25 | $ 13 | $ 25 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | $ 25 | $ 31 |
Long-term debt, net | 2,784 | 2,792 |
Total debt, net | 2,809 | 2,823 |
Carrying Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 25 | 31 |
Long-term debt, net | 2,784 | 2,792 |
Total debt, net | 2,809 | 2,823 |
Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 25 | 31 |
Long-term debt, net | 2,780 | 2,780 |
Total debt, net | $ 2,805 | $ 2,811 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | Feb. 20, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost And Reserve [Line Items] | |||
Total expenses | $ 56 | ||
Estimated restructuring and related cost | 140 | ||
Accounts Payable and Accrued Liabilites | |||
Restructuring Cost And Reserve [Line Items] | |||
Accrued restructuring liability | 19 | ||
The Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Total expenses | 56 | ||
Accrued restructuring liability | 2 | $ 8 | |
The Plan [Member] | Severance Charges | |||
Restructuring Cost And Reserve [Line Items] | |||
Accrued restructuring liability | $ 2 | $ 4 | |
Two-Year Strategic Transformation Restructuring Program | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring activities, Description | On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. | ||
Restructuring activities, initiation date | Feb. 20, 2023 | ||
Restructuring charges | $ 140 | ||
Restructuring activities estimated completion period | 2 years | ||
Restructuring activities estimated annual savings | $ 100 | ||
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Minimum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 30 | ||
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Maximum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 40 | ||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Minimum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 100 | ||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Maximum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | $ 110 |
Restructuring and Integration -
Restructuring and Integration - Summary of Restructuring Costs (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | $ 30 | $ 56 | ||
Inception to Date | 56 | 56 | ||
Estimated Remaining Costs | 84 | 84 | ||
Estimated Total Cost | 140 | 140 | ||
Employer Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 22 | 42 | ||
Inception to Date | 42 | 42 | ||
Estimated Remaining Costs | 68 | 68 | ||
Estimated Total Cost | 110 | 110 | ||
Employer Solutions | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 4 | 5 | ||
Inception to Date | 5 | 5 | ||
Estimated Remaining Costs | 10 | 10 | ||
Estimated Total Cost | 15 | 15 | ||
Employer Solutions | Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 18 | [1] | 37 | [1] |
Inception to Date | 37 | [1] | 37 | [1] |
Estimated Remaining Costs | 58 | [1] | 58 | [1] |
Estimated Total Cost | 95 | [1] | 95 | [1] |
Professional Services | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 1 | 1 | ||
Inception to Date | 1 | 1 | ||
Estimated Remaining Costs | 5 | 5 | ||
Estimated Total Cost | 6 | 6 | ||
Professional Services | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 1 | 1 | ||
Inception to Date | 1 | 1 | ||
Estimated Remaining Costs | 3 | 3 | ||
Estimated Total Cost | 4 | 4 | ||
Professional Services | Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated Remaining Costs | 2 | [1] | 2 | [1] |
Estimated Total Cost | 2 | [1] | 2 | [1] |
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 7 | 13 | ||
Inception to Date | 13 | 13 | ||
Estimated Remaining Costs | 11 | 11 | ||
Estimated Total Cost | 24 | 24 | ||
Corporate | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 7 | 12 | ||
Inception to Date | 12 | 12 | ||
Estimated Remaining Costs | 9 | 9 | ||
Estimated Total Cost | 21 | 21 | ||
Corporate | Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 1 | [1] | ||
Inception to Date | 1 | [1] | 1 | [1] |
Estimated Remaining Costs | 2 | [1] | 2 | [1] |
Estimated Total Cost | $ 3 | [1] | $ 3 | [1] |
[1] Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . |
Restructuring and Integration_2
Restructuring and Integration - Schedule of Accrued Restructuring Liability (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
The Plan [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | $ 8 |
Cash payments | (6) |
Accrued restructuring liability, Ending Balance | 2 |
The Plan [Member] | Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 4 |
Cash payments | (2) |
Accrued restructuring liability, Ending Balance | 2 |
The Plan [Member] | Other Restructuring Costs | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 4 |
Cash payments | (4) |
Transformation Program | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | 56 |
Cash payments | (39) |
Accrued restructuring liability, Ending Balance | 17 |
Transformation Program | Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | 18 |
Cash payments | (5) |
Accrued restructuring liability, Ending Balance | 13 |
Transformation Program | Other Restructuring Costs | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | 38 |
Cash payments | (34) |
Accrued restructuring liability, Ending Balance | $ 4 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution savings plan expenses | $ 15 | $ 14 | $ 34 | $ 31 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Purchase Obligations | |
Commitment And Contingencies [Line Items] | |
Purchase obligation, remainder of 2023 | $ 11 |
Purchase obligation, 2024 | 27 |
Purchase obligation, 2025 | 9 |
Purchase obligation, 2026 | 4 |
Purchase obligation, 2027 | 3 |
Purchase obligation, thereafter | |
Service Obligations | |
Commitment And Contingencies [Line Items] | |
Service obligation, remainder of 2023 | 74 |
Service obligation, 2024 | 154 |
Service obligation, 2025 | 162 |
Service obligation, 2026 | 170 |
Service obligation, 2027 | 178 |
Service obligation, thereafter | $ 154 |
Service obligation agreement termination fees percentage | 25% |
Service obligation maturity period | 10 years |