Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Alight, Inc. / Delaware | ||
Entity Central Index Key | 0001809104 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 3,152,296,204 | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Chicago, Illinois | ||
Auditor Firm ID | 42 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Documents Incorporated by Reference | Portions of the Registrant's definitive Proxy Statement for its 2024 annual meeting of stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 547,740,219 | ||
Class B-1 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,951,235 | ||
Class B-2 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,951,235 | ||
Class V Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,919,516 | ||
Class Z-A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,988,649 | ||
Class Z-B-1 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 215,782 | ||
Class Z-B-2 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 215,782 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 358 | $ 250 |
Receivables, net | 698 | 678 |
Other current assets | 319 | 379 |
Total Current Assets Before Fiduciary Assets | 1,375 | 1,307 |
Fiduciary assets | 1,401 | 1,509 |
Total Current Assets | 2,776 | 2,816 |
Goodwill | 3,543 | 3,679 |
Intangible assets, net | 3,554 | 3,872 |
Fixed assets, net | 371 | 320 |
Deferred tax assets, net | 41 | 6 |
Other assets | 497 | 542 |
Total Assets | 10,782 | 11,235 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 444 | 508 |
Current portion of long-term debt, net | 25 | 31 |
Other current liabilities | 317 | 300 |
Total Current Liabilities Before Fiduciary Liabilities | 786 | 839 |
Fiduciary liabilities | 1,401 | 1,509 |
Total Current Liabilities | 2,187 | 2,348 |
Deferred tax liabilities | 32 | 60 |
Long-term debt, net | 2,769 | 2,792 |
Long-term tax receivable agreement | 733 | 568 |
Financial instruments | 109 | 97 |
Other liabilities | 210 | 281 |
Total Liabilities | 6,040 | 6,146 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Treasury stock, at cost (6.4 and 1.5 shares at December 31, 2023 and 2022, respectively) | (52) | (12) |
Additional paid-in-capital | 4,946 | 4,514 |
Retained deficit | (503) | (158) |
Accumulated other comprehensive income | 71 | 95 |
Total Alight, Inc. Stockholders' Equity | 4,462 | 4,439 |
Noncontrolling interest | 280 | 650 |
Total Stockholders' Equity | 4,742 | 5,089 |
Total Liabilities and Stockholders' Equity | $ 10,782 | $ 11,235 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 6,400,000 | 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 | 510,888,937 | 478,300,000 |
Common stock, shares outstanding | 510,888,937 | 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 | 9,900,000 | 10,000,000 |
Common stock, shares outstanding | 9,900,000 | 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 | 29,000,000 | 63,500,000 |
Common stock, shares outstanding | 29,000,000 | 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 | 3,420,215 | 5,600,000 |
Common stock, shares outstanding | 3,420,215 | 5,600,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 1,554 | $ 3,410 | $ 3,132 | |
Cost of services, exclusive of depreciation and amortization | 1,001 | 2,188 | 2,080 | |
Depreciation and amortization | 21 | 82 | 56 | |
Gross Profit | 532 | 1,140 | 996 | |
Operating Expenses | ||||
Selling, general and administrative | 304 | 754 | 671 | |
Depreciation and intangible amortization | 163 | 339 | 339 | |
Goodwill impairment | 148 | |||
Total Operating expenses | 467 | 1,241 | 1,010 | |
Operating Income (Loss) | 65 | (101) | (14) | |
Other (Income) Expense | ||||
(Gain) Loss from change in fair value of financial instruments | 65 | 10 | (38) | |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 118 | (41) | |
Interest expense | 57 | 131 | 122 | |
Other (income) expense, net | 3 | 6 | (16) | |
Total Other (income) expense, net | 88 | 265 | 27 | |
Income (Loss) Before Taxes | (23) | (366) | (41) | |
Income tax expense (benefit) | 25 | (4) | 31 | |
Net Income (Loss) | (48) | (362) | (72) | |
Net income (loss) attributable to noncontrolling interests | (13) | (17) | (10) | |
Net Income (Loss) Attributable to Alight, Inc. | $ (35) | $ (345) | $ (62) | |
Earnings Per Share | ||||
Basic (net loss) earnings per share | $ (0.08) | $ (0.7) | $ (0.14) | |
Diluted (net loss) earnings per share | $ (0.08) | $ (0.7) | $ (0.14) | |
Other comprehensive income (loss), net of tax: | ||||
Change in fair value of derivatives | $ 9 | $ (42) | $ 114 | |
Foreign currency translation adjustments | 9 | (14) | ||
Total Other comprehensive income (loss), net of tax: | 9 | (33) | 100 | |
Comprehensive Income (Loss) Before Noncontrolling Interests | (39) | (395) | 28 | |
Comprehensive income (loss) attributable to noncontrolling interests | (12) | (26) | 3 | |
Comprehensive Income (Loss) Attributable to Alight, Inc. | (27) | (369) | 25 | |
Alight Holdings | ||||
Revenue | 1,554 | $ 1,361 | ||
Cost of services, exclusive of depreciation and amortization | 888 | |||
Depreciation and amortization | 38 | |||
Gross Profit | 435 | |||
Operating Expenses | ||||
Selling, general and administrative | 304 | 222 | 754 | 671 |
Depreciation and intangible amortization | 163 | 111 | 339 | 339 |
Goodwill impairment | 0 | 0 | 148 | 0 |
Total Operating expenses | 333 | |||
Operating Income (Loss) | 65 | 102 | (101) | (14) |
Other (Income) Expense | ||||
(Gain) Loss from change in fair value of financial instruments | 65 | 0 | 10 | (38) |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 0 | 118 | (41) |
Interest expense | 57 | 123 | 131 | 122 |
Other (income) expense, net | 3 | 9 | 6 | (16) |
Total Other (income) expense, net | 132 | |||
Income (Loss) Before Taxes | $ (23) | (30) | $ (366) | $ (41) |
Income tax expense (benefit) | (5) | |||
Net Income (Loss) | (25) | |||
Net Income (Loss) Attributable to Alight, Inc. | (25) | |||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value of derivatives | 23 | |||
Foreign currency translation adjustments | 8 | |||
Total Other comprehensive income (loss), net of tax: | 31 | |||
Comprehensive Income (Loss) Before Noncontrolling Interests | 6 | |||
Comprehensive Income (Loss) Attributable to Alight, Inc. | $ 6 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Treasury Stock Common | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Total Alight, Inc. Equity | Noncontrolling Interest |
Balance at Dec. 31, 2021 | $ 4,928 | $ 4,228 | $ (96) | $ 8 | $ 4,140 | $ 788 | |
Net income (loss) | (72) | (62) | (62) | (10) | |||
Other comprehensive income, net | 100 | 87 | 87 | 13 | |||
Conversion of noncontrolling interest | (28) | 113 | 113 | (141) | |||
Share-based compensation expense | 181 | 181 | 181 | ||||
Shares vested, net of shares withheld in lieu of taxes | (8) | (8) | (8) | ||||
Share repurchases | (12) | $ (12) | (12) | ||||
Balance at Dec. 31, 2022 | 5,089 | (12) | 4,514 | (158) | 95 | 4,439 | 650 |
Net income (loss) | (362) | (345) | (345) | (17) | |||
Other comprehensive income, net | (33) | (24) | (24) | (9) | |||
Common stock issued under ESPP | 10 | 10 | 10 | ||||
Conversion of noncontrolling interest | (66) | 278 | 278 | (344) | |||
Share-based compensation expense | 160 | 160 | 160 | ||||
Shares vested, net of shares withheld in lieu of taxes | (16) | (16) | (16) | ||||
Share repurchases | (40) | (40) | (40) | ||||
Balance at Dec. 31, 2023 | $ 4,742 | $ (52) | $ 4,946 | $ (503) | $ 71 | $ 4,462 | $ 280 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||
Net income (loss) | $ (48) | $ (362) | $ (72) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 31 | 102 | 79 | |
Intangible asset amortization | 153 | $ 100 | 319 | 316 |
Noncash lease expense | 11 | 19 | 25 | |
Financing fee and premium amortization | (2) | (2) | (2) | |
Share-based compensation expense | 67 | 160 | 181 | |
(Gain) loss from change in fair value of financial instruments | 65 | 10 | (38) | |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 118 | (41) | |
Release of unrecognized tax provision | (1) | (31) | ||
Deferred tax expense (benefit) | (1) | (9) | 26 | |
Goodwill Impairment | 148 | |||
Other | 11 | 2 | 1 | |
Changes in operating assets and liabilities, net of business combinations: | ||||
Accounts receivable | (28) | (25) | (136) | |
Accounts payable and accrued liabilities | 56 | (68) | 72 | |
Other assets and liabilities | (222) | (25) | (94) | |
Cash provided by operating activities | 57 | 386 | 286 | |
Investing activities: | ||||
Acquisition of businesses, net of cash acquired | (1,793) | 1 | (87) | |
Capital expenditures | (59) | (160) | (148) | |
Cash used in investing activities | (1,852) | (159) | (235) | |
Financing activities: | ||||
Net increase (decrease) in fiduciary liabilities | 266 | (108) | 229 | |
Distributions of equity | (1) | |||
Borrowings from banks | 627 | 104 | ||
Financing fees | (8) | (3) | ||
Repayments to banks | (120) | (25) | (141) | |
Principal payments on finance lease obligations | (14) | (25) | (30) | |
Payments on tax receivable agreements | (7) | |||
Tax payment for shares/units withheld in lieu of taxes | (11) | (16) | (8) | |
Deferred and contingent consideration payments | (2) | (9) | (85) | |
FTAC share redemptions | (142) | |||
Proceeds related to FTAC investors | 1,813 | |||
Repurchase of shares | (40) | (12) | ||
Other financing activities | (8) | (1) | ||
Cash provided by (used in) financing activities | 2,400 | (231) | 54 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 11 | 4 | 2 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 616 | 107 | ||
Cash, cash equivalents and restricted cash at beginning of period | 1,036 | 1,759 | 1,652 | |
Cash, cash equivalents and restricted cash at end of period | 1,652 | 1,036 | 1,759 | 1,759 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 372 | 358 | 250 | |
Restricted cash included in fiduciary assets | 1,280 | 1,401 | 1,509 | |
Total cash, cash equivalents and restricted cash | 1,652 | 1,036 | 1,759 | 1,759 |
Supplemental disclosures: | ||||
Interest paid | 64 | 128 | 126 | |
Income taxes paid | 8 | 46 | 17 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fixed asset additions acquired through finance leases | 2 | 12 | 9 | |
Right of use asset additions acquired through operating leases | 2 | 4 | 11 | |
Alight Holdings | ||||
Cash flows from operating activities | ||||
Net income (loss) | (25) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 49 | |||
Intangible asset amortization | 100 | |||
Noncash lease expense | 10 | |||
Financing fee and premium amortization | 9 | |||
Share-based compensation expense | 5 | |||
(Gain) loss from change in fair value of financial instruments | 65 | 0 | 10 | (38) |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 0 | 118 | (41) |
Release of unrecognized tax provision | 1 | |||
Deferred tax expense (benefit) | (1) | |||
Goodwill Impairment | 0 | 0 | $ 148 | $ 0 |
Other | 1 | |||
Changes in operating assets and liabilities, net of business combinations: | ||||
Accounts receivable | 51 | |||
Accounts payable and accrued liabilities | (45) | |||
Other assets and liabilities | (97) | |||
Cash provided by operating activities | 58 | |||
Investing activities: | ||||
Capital expenditures | (55) | |||
Cash used in investing activities | (55) | |||
Financing activities: | ||||
Net increase (decrease) in fiduciary liabilities | (15) | |||
Borrowings from banks | 110 | |||
Repayments to banks | (124) | |||
Principal payments on finance lease obligations | (17) | |||
Tax payment for shares/units withheld in lieu of taxes | (1) | |||
Deferred and contingent consideration payments | (1) | |||
Other financing activities | (16) | |||
Cash provided by (used in) financing activities | (64) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (61) | |||
Cash, cash equivalents and restricted cash at beginning of period | $ 1,475 | 1,536 | ||
Cash, cash equivalents and restricted cash at end of period | 1,475 | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 460 | |||
Restricted cash included in fiduciary assets | 1,015 | |||
Total cash, cash equivalents and restricted cash | 1,475 | |||
Supplemental disclosures: | ||||
Interest paid | 112 | |||
Income taxes paid | 5 | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fixed asset additions acquired through finance leases | 2 | |||
Right of use asset additions acquired through operating leases | $ 10 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (35) | $ (345) | $ (62) | $ (35) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
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 |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business Alight delivers human capital management solutions to many of the world’s largest and most complex companies. This includes the implementation and administration of both employee wellbeing (e.g. health, wealth and leaves benefits) and global payroll solutions. In addition, the Company implements and runs human capital management software platforms on behalf of third-party providers. 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 December 31, 2023, Alight own ed 95 % of the economic interest in the Predecessor, had 100 % of the voting power and c ontrolled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was approximately 5 % a s of December 31, 2023. Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. While the Closing Date was July 2, 2021, we determined the impact of one day would be immaterial to the results of operations. As such, we utilized July 1, 2021 as the date of the Business Combination for accounting purposes. Therefore, the financial statement presentation includes the financial statements of Alight Holdings as Predecessor for the periods prior to July 1, 2021 and the Company as Successor for the periods including and after July 1, 2021, including the consolidation of Alight Holdings. 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. 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 ("CODM") for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. See Note 12 “Segment 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: are driven by our Alight Worklife platform, and include total employee wellbeing, 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 wellbeing. • 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies and Practices | 2. Accounting Policies and Practices Use of Estimates The preparation of the accompanying 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. Concentration of Risk The Company has no significant off-balance sheet risks related to foreign exchange contracts or other foreign hedging arrangements. Management believes that its account receivable credit risk exposure is limited, and the Company has not experienced significant write-downs in its accounts receivable balances. Additionally, there was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Cash and Cash Equivalents Cash and cash equivalents include cash balances. At December 31, 2023 and December 31, 2022, Cash and cash equivalents totaled $ 358 m illion and $ 250 mil lion, respectively, and none of the balances were restricted as to its use. Fiduciary Assets and Liabilities Some of the Company’s agreements require it to hold funds to pay certain obligations on behalf of its clients. Funds held on behalf of clients are segregated from Company funds, and their use is restricted to the payment of obligations on behalf of clients. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. These funds are recorded as Fiduciary as sets with the related obligation recorded as Fiduciary liabilities in the Consolidated Balance Sheets. Our Fiduciary assets included cash of $ 1,401 milli on and $ 1,509 million at December 31, 2023 and December 31, 2022 , respectively. Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current portion of Commissions receivable is expected to be received beyond one year. Allowance for Expected Credit Losses The Company’s allowance for expected credit losses with respect to trade receivables and contract assets is based on a combination of factors, including evaluation of historical write-offs, current conditions and reasonable economic forecasts that affect collectability and other qualitative and quantitative analysis. Receivables, net included an allowance for expected credit losses of $ 12 million and $ 9 million at December 31, 2023 and December 31, 2022 , respectively. Fixed Assets, Net The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years Goodwill and Intangible Assets, Net In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment arise. Derivatives The Company uses derivative financial instruments, such as interest rate swaps. Interest rate swaps are used to manage interest risk exposures and have been designated as cash flow hedges. The changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in Accumulated other comprehensive income (loss). Amounts are reclassified from Accumulated other comprehensive income (loss) into earnings when the hedge exposure affects earnings. The Company discontinues hedge accounting prospectively when: (1) the derivative expires or is sold, terminated, or exercised; (2) the qualifying criteria are no longer met; or (3) management removes the designation of the hedging relationship. Foreign Currency Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. The operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current exchange rates in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included in net foreign currency translation adjustments within the Consolidated Statements of Stockholders’ Equity. Gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency are included in Other (income) expense, net within the Consolidated Statements of Comprehensive Income (Loss). The impact of the foreign exchange gains and losses for the Successor year ended December 31, 2023 and year ended December 31, 2022 was a loss of $ 10 million a nd a gain of $ 1 million, respectively. The impact of the foreign exchange gains and losses for Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021 were a loss of $ 4 million and a loss of $ 9 million, respectively. Share-Based Compensation Costs Share-based payments, including grants of restricted share units (“RSUs”) and performance-based restricted share units (“PRSUs”), for both the Predecessor and Successor periods, are measured based on their estimated grant date fair value. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Earnings Per Share Basic earnings per share is calculated by dividing the net loss attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. 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. Seller Earnouts Upon completion of the Business Combination, we executed a contingent consideration agreement (the “Seller Earnouts”) that results in the issuance of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock upon the achievement of certain criteria. The majority of the Seller Earnouts are accounted for as a contingent consideration liability at fair value within Financial instruments on the Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Consolidated Statements of Comprehensive Income (Loss). Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. Net (loss) income is reduced by the portion of net (loss) income that is attributable to noncontrolling interests. These noncontrolling interests are convertible into Class A Common Stock of the Company at the holder’s discretion. Income Taxes During the Predecessor periods, a portion of the Company’s earnings were subject to certain U.S. federal, state and foreign taxes. During the Successor period, the portion of earnings allocable to the Company is subject to corporate level tax rates at the U.S. federal, state and local levels. Therefore, the amount of income taxes recorded in the Predecessor periods is not representative of the expenses expected in the future. The Company accounts for income taxes pursuant to the asset and liability method which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company recognizes the benefits of tax return positions in the financial statements if it is “more-likely-than-not” they will be sustained by a taxing authority. The measurement of a tax position meeting the more-likely-than-not criteria is based on the largest benefit that is more than 50 percent likely to be realized. Only information that is available at the reporting date is considered in the Company’s recognition and measurem ent analysis and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs. New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 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 include 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 a suitable estimation method, which includes a market assessment approach using observable market prices the Company charges separately for similar solutions to similar customers, or an expected cost plus margin approach. 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 canceled. 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 generally 7 years for our payroll, cloud and leaves 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 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 generally 7 years for our payroll, cloud and leaves 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 Consolidated Statements of Comprehensive Income (Loss), see Note 5 “Other Financial Data”. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions 2022 Acquisition In December 2022, the Company completed the acquisition of ReedGroup for a purchase price of approximately $ 86 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. No ne of the goodwill is expected to be deductible for income tax purposes. The purchase price allocation was based upon a valuation and the Company's estimates and assumptions. The business is now wholly owned by the Company and is included within the Employer Solutions segment. 2021 Acquisitions Alight Business Combination On July 2, 2021, the Company completed the Business Combination for consideration transferred of approximately $ 5.0 billion. The Business Combination was accounted for using the acquisition method under ASC 805, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The final consideration and allocation of the purchase price to the fair value of the combined assets ac quired and liabilities assumed is presented below. On the Closing Date, the Company paid $ 36 million of deferred underwriting costs related to FTAC’s initial public offering and $ 37 million of fees related to the private placement transaction, which were treated as a reduction of equity. Approximately $ 21 million of the Compan y’s acquisition-related costs were paid on the Closing Date. Additionally, $ 39 million of seller transaction costs were paid on the Closing Date, including $ 36 million in advisory and investment banker fees that were contingent upon the consummation of the Business Combination. As these fees are considered success fees in nature, they are considered to have been incurred “on the line”, and therefore, were not recognized in the Consolidated Statements of Comprehensive Income (Loss) in either the Predecessor or Successor periods. On the Closing Date, approximately $ 36 million of certain executive compensation-related expenses that were contingent upon the closing of the Business Combination were triggered. As these expenses were contingent upon the change-in-control event, they are considered to have been incurred “on the line”, and therefore, were not recognized in the Consolidated Statements of Comprehensive Income (Loss) in either the Predecessor or Successor periods. The following ta ble summarizes the final consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration - Tax Receivable Agreement (3) 610 Contingent consideration - Seller Earnouts (3) 109 Total consideration transferred $ 5,002 Noncontrolling interest (4) $ 799 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares of Class A Common Stock that had a total fair value of approximately $ 1.4 billion based on the price of $ 10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. Refer to Note 9 “Stockholders’ Equity”, Note 14 “Financial Instruments” and Note 15 “Tax Receivable Agreement” for further discussion. (4) The fair value of the noncontrolling interest is based on the fair value of acquired business, which was determined based on the price of the Company's Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ Equity” for additional information. The following table summarizes the final purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 484 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities ( 327 ) Fiduciary liabilities ( 1,015 ) Other current liabilities ( 291 ) Debt assumed ( 2,370 ) Deferred tax liabilities ( 3 ) Other liabilities ( 396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,374 Measurement Period Adjustments During the first half of 2022, the Company recorded measurement period adjustments to its initial allocation of purchase price as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) a decrease in Receivables of $ 2 million, (i i) a decrease in Other current liabilities of $ 2 million, (iii) a decrease in consideration transferred of $ 8 million due to an updated TRA valuation, and (iv) a decrease of $ 1 million in noncontrolling interest due to the change in consideration transferred. The impact of these measurement period adjustments on the Consolidated Statements of Comprehensive Income (Loss) was not material. Intangible Assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The trade name intangible asset represents the corporate Alight tradename, which was valued using the relief-from-royalty method. The technology related intangib le assets represent software developed by Alight Holdings to differentiate its product/service offerings for its customers, valued using the relief-from-royalty method. The customer-related and contract-based intangible assets represent strong, long-term relationships with customers, valued using the multi-period excess earnings method. The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract-based intangibles $ 3,456 15 Goodwill Approximately $ 3.4 billion has been allocated to goodwill following the closing of the Business Combination. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. Q ualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, including assembled workforce and expected future market conditions. Of the goodwill established, $ 1.6 billion was tax deductible. Retiree Health Exchange On October 1, 2021, the Company completed the acquisition of AON Retiree Health Exchange, Inc., a retiree health exchange, for consid eration transferred of approximately $ 199 million. The acquisition was accounted for using the acquisition method under ASC 805, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The consideration and allocation of the purchase price to the fair value of the combined assets acquired and liabilities assumed is presented below. The following ta ble summarizes the purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Deferred tax assets 1 Accounts payable and accrued liabilities ( 13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 122 Goodwill 77 Total consideration $ 199 Measurement Period Adjustments During the third quarter of 2022, the Company recorded a measurement period adjustment to its initial allocation of purchase pric e as a result of ongoing valuation procedures on assets acquired and liabilities assumed of an increase of $ 1 million to deferred tax assets. There was no impact on the Consolidated Statements of Comprehensive Income (Loss) from this measurement period adjustment. Intangible Assets and Goodwill Intangible assets include customer-related and contract-based intangibles and technology with estimated useful lives of 13 years and 5 years, resp ectively. Approximately $ 77 million was allocated to goodwill, all of which was tax deductible. Other Acquisitions The Company also completed one acquisition during the year ended December 31, 2021. The 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 ASC 805. 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. Goodwill is not amortized and is deductible for tax purposes. Upon completion of this acquisition, the business is now wholly-owned by the Company. |
Other Financial Data
Other Financial Data | 12 Months Ended |
Dec. 31, 2023 | |
Other Financial Data [Abstract] | |
Other Financial Data | 5. Other Financial Data Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): December 31, December 31, 2023 2022 Billed and unbilled receivables $ 710 $ 687 Allowance for expected credit losses ( 12 ) ( 9 ) Balance at end of period $ 698 $ 678 The Company has not experienced significant write-downs in its receivable balances. Other current assets The components of Other current assets are as follows (in millions): December 31, December 31, 2023 2022 Deferred project costs $ 50 $ 43 Prepaid expenses 63 68 Commissions receivable 107 149 Other 99 119 Total $ 319 $ 379 Other assets The components of Other assets are as follows (in millions): December 31, December 31, 2023 2022 Deferred project costs $ 371 $ 342 Operating lease right of use asset 68 86 Commissions receivable 22 28 Other 36 86 Total $ 497 $ 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 Successor years ended December 31, 2023 and 2022, Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021 were $ 56 million , $ 50 million, $ 31 million and $ 33 million, respectively, and are recorded in Cost of services, exclusive of depreciation and amortization in the accompanying 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 balance in Other current assets as of December 31, 2023 and December 31, 2022 was $ 60 million and $ 72 million, respectively. The balance in Other assets as of December 31, 2023 and December 31, 2022 was $ 17 million and $ 62 million, respectively, (see Note 13 “Derivative Financial Instruments” for further information). See Note 19 "Lease Obligations" for further information regarding the Operating lease right of use assets recorded as of December 31, 2023 and 2022. Fixed assets, net The components of Fixed assets, net are as follows (in millions): December 31, December 31, 2023 2022 Capitalized software $ 340 $ 183 Leasehold improvements 47 42 Computer equipment 122 116 Furniture, fixtures and equipment 14 12 Construction in progress 59 73 Total Fixed assets, gross 582 426 Less: Accumulated depreciation 211 106 Fixed assets, net $ 371 $ 320 As a result of the Business Combination, all fixed assets acquired were recorded at fair value and accumulated depreciation previously recorded by the Predecessor was reduced to zero as of July 1, 2021 (see Note 1 “Basis of Presentation and Nature of Business”). In addition, as part of the purchase price accounting for the Business Combination, Capitalized software related to internally developed software in-service as of the Closing Date was reclassified and included in the fair value of the Technology related intangible assets acquired. Included in Computer equipment are assets under finance leases. The balances as of December 31, 2023 and 2022, net of accumulated depreciation related to these assets, were $ 21 million and $ 46 million, respectiv ely. Other current liabilities The components of Other current liabilities are as follows (in millions): December 31, December 31, 2023 2022 Deferred revenue $ 148 $ 141 Operating lease liabilities 35 34 Finance lease liabilities 11 25 Other 123 100 Total $ 317 $ 300 Other liabilities The components of Other liabilities are as follows (in millions): December 31, December 31, 2023 2022 Deferred revenue $ 82 $ 93 Operating lease liabilities 71 103 Finance lease liabilities 7 18 Unrecognized tax positions 13 13 Other 37 54 Total $ 210 $ 281 The current and non-current portions of deferred revenue relate to consideration received in advance of performance under client contracts. During the Successor year ended December 31, 2023 and 2022, Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021, revenue of approximately, $ 163 million , $ 123 million, $ 44 million, and $ 101 million was recognized that was recorded as deferred revenue at the beginning of each period, respectively. Other current liabilities as of December 31, 2023 and December 31, 2022, included the current portion of tax receivable agreement liability of $ 62 million and $ 7 million, respectively (see Note 15 "Tax Receivable Agreement" for additional information). As of December 31, 2023 and 2022, the current and non-current portions of operating lease liabilities represent the Company's obligation to make lease payments arising from a lease (see Note 19 "Lease Obligations" for further information). Operating leases for the Company's office facilities expire at various dates through 2031 . 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 December 31, 2023. The balance in Other liabilities as of December 31, 2023 was $ 3 million (see Note 13 “Derivative Financial Instruments” for additional information). There were no interest rate swaps recorded in Other current liabilities or Other liabilities as of December 31, 2022. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible assets, net The changes i n 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) 10 — 10 Impairment (2) ( 148 ) — ( 148 ) Foreign currency translation 2 — 2 Balance at December 31, 2023 $ 3,470 $ 73 $ 3,543 (1) Amounts relate to measurement period adjustments from prior acquisitions. (2) Amounts relate to a non-cash goodwill impairment charge related to the Company's Cloud Services reporting unit. Goodwill for each reporting unit is tested for impairment annually as of October 1, or more frequently if there are indicators that a reporting unit may be impaired. Accounting Standard Codification 350, Intangibles and Other ("ASC 350") states that an optional qualitative impairment assessment can be performed to determine whether an impairment is more likely than not by considering various factors such as macroeconomic and industry trends, reporting unit performance and overall business changes. If inconclusive evidence results from the qualitative impairment test, a quantitative assessment is performed where the Company determines the fair value of the reporting units by using a combination of the present value of expected future cash flows and a market approach based on earnings multiple data from peer companies using unobservable level 3 inputs. If an impairment is identified, an impairment is recorded by the amount that the carrying value exceeds the fair value for each reporting unit as a non-recurring fair value measurement. While the future cash flows are consistent with those that are used in our internal planning process inclusive of long-term growth assumptions, estimating cash flows requires significant judgment. Future changes to our projected cash flows can vary from the cash flows eventually realized, which may have a material impact on the outcomes of future goodwill impairment tests. The Company uses a weighted average cost of capital that represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. During the fourth quarter of 2023, the Company performed a quantitative assessment in accordance with ASC 350. We evaluated the potential for goodwill impairment by considering macroeconomic conditions, industry and market conditions, cost factors, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units. We also considered our overall market performance discretely as well as in relation to our peers. We utilized a discount rate of 11.5 % and a long-term growth rate of 3.5 % for our Health and Wealth Solutions reporting units in the determination of fair value. We utilized a discount rate of 12.0 % and a long-term growth rate of 3.5 % in the determination of fair value for our Cloud Services reporting unit. We utilized a discount rate of 15.0 % and a long-term growth rate of 3.0 % for our Professional Services reporting unit fair value determination. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. The Company determined the fair value of its reporting units exceeded the carrying value as of October 1, 2023, and therefore, goodwill was not impaired. Based on the results of the Company’s quantitative assessment, the fair value of the Health Solutions and Wealth Solutions reporting units exceeded their carrying values by 1.8 % and 7.1 %, respectively. A hypothetical 25 -basis point increase in the discount rate or a hypothetical 50 -basis point decrease in the long-term growth rate could have resulted in a goodwill impairment in the Company’s Health Solutions reporting unit of $ 82 million. Subsequent to our October 1, 2023 annual impairment test, we evaluated the macroeconomic, industry and market conditions to determine whether there had been any significant changes. While these factors remained broadly consistent with those that existed as of our annual impairment test date, subsequent to that date, the Company had begun a strategic portfolio review which resulted in new market information relating to the Cloud Services and Professional Services reporting units that did not exist as of October 1, 2023. Management determined there was an interim indicator of impairment with the Cloud Services and Professional Services reporting units. As part of this process, the Company identified a goodwill impairment in its Cloud Services reporting unit and recorded a $ 148 million non-cash goodwill impairment charge, which is included in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023. No additional goodwill impairment testing was warranted based on this assessment. The Company's Professional Services reporting unit fair value exceeded its carrying value by 0.7 % or approximately $ 1 million, and the estimated fair value of the Health Solutions and Wealth Solutions reporting units continued to exceed their respective carrying values. At December 31, 2023, our Health Solutions, Wealth Solutions, Cloud Services and Professional Services reporting units had $ 3,084 million, $ 128 million, $ 258 million and $ 73 million of goodwill, respectively. Intangible assets by asset class are as follows (in millions): December 31, 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 $ 3,671 $ 610 $ 3,061 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 108 155 263 63 200 Trade name (finite life) 408 70 338 408 42 366 Total $ 4,342 $ 788 $ 3,554 $ 4,341 $ 469 $ 3,872 The net carrying amount of Intangible assets as of December 31, 2023 includes customer-related and contract based identifiable intangible assets, technology related intangible assets and trade name intangible assets. The change in gross carrying amounts for customer-related and contract-based intangibles includes the impact of foreign currency translation adjustments. Amortization expense from finite-lived intangible assets for Successor years ended December 31, 2023 and 2022, Successor six months ended December 31, 2021 and Predecessor six months end June 31, 2021 was $ 319 million and $ 316 million, $ 153 million, and $ 100 million, respectively, which was recorded in Depreciation and intangible amortization in the Consolidated Statements of Comprehensive Income (Loss). The following table reflects intangible asset net carrying amount and weighted-average remaining useful lives as of December 31, 2023 (in millions, except for years): December 31, 2023 December 31, 2022 Net Weighted-Average Net Weighted-Average Carrying Remaining Carrying Remaining Amount Useful Lives Amount Useful Lives Intangible assets: Customer-related and contract-based $ 3,061 12.5 $ 3,306 13.5 Technology-related intangibles 155 3.5 200 4.5 Trade name (finite life) 338 12.4 366 13.3 Total $ 3,554 $ 3,872 Subsequent to December 31, 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 Total 2024 $ 246 $ 44 $ 29 $ 319 2025 246 44 28 318 2026 246 44 27 317 2027 246 22 27 295 2028 246 1 27 274 Thereafter 1,831 — 200 2,031 Total amortization expense $ 3,061 $ 155 $ 338 $ 3,554 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Provision for Income Taxes (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 (Loss) income before income tax expense (benefit) U.S. (loss) income $ ( 301 ) $ ( 27 ) $ ( 14 ) $ ( 28 ) Non-U.S. (loss) income ( 65 ) ( 14 ) ( 9 ) ( 2 ) Total $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) (Loss) income before income tax expense (benefit) shown above is based on the location of the business unit to which such earnings are attributable for tax purposes. In addition, because the earnings shown above may in some cases be subject to taxation in more than one country, the income tax provision shown below as federal, state, or foreign may not correspond to the geographic attribution of the earnings. The provision for income tax consists of the following (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, Income tax expense (benefit): 2023 2022 2021 2021 Current: Federal $ ( 10 ) $ ( 10 ) $ 17 $ 1 State 11 5 3 — Foreign 4 10 6 ( 5 ) Total current tax expense (benefit) $ 5 $ 5 $ 26 $ ( 4 ) Deferred tax expense (benefit): Federal $ ( 3 ) $ 18 $ — $ — State ( 8 ) 6 — — Foreign 2 2 ( 1 ) ( 1 ) Total deferred tax (benefit) expense $ ( 9 ) $ 26 $ ( 1 ) $ ( 1 ) Total income tax expense (benefit) $ ( 4 ) $ 31 $ 25 $ ( 5 ) Effective Tax Rate Reconciliation The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) Provision for income taxes at the statutory rate $ ( 77 ) 21 % $ ( 9 ) 21 % $ ( 5 ) 21 % $ — — % State income taxes, net of federal benefit ( 1 ) — % 3 ( 7 ) % 3 ( 12 ) % — — % Jurisdictional rate differences 10 ( 3 ) % 8 ( 20 ) % ( 11 ) 49 % 1 ( 3 ) % Changes in valuation allowances 10 ( 3 ) % 39 ( 95 ) % 23 ( 100 ) % ( 2 ) 6 % Benefit of income not allocated to the Company 2 ( 1 ) % 6 ( 14 ) % 1 ( 4 ) % — — Income in separate U.S. tax consolidations 1 — % 15 ( 37 ) % 16 ( 68 ) % — — Non-deductible expenses 63 ( 17 ) % 4 ( 9 ) % 8 ( 35 ) % ( 2 ) 6 % Tax credits ( 14 ) 4 % ( 7 ) 17 % ( 4 ) 19 % — — Change in uncertain tax positions — — % ( 28 ) 68 % ( 5 ) 24 % — — Other 2 — % — — % ( 1 ) ( 3 ) % ( 2 ) 7 % Income tax expense (benefit) $ ( 4 ) 1 % $ 31 ( 76 ) % $ 25 ( 109 ) % $ ( 5 ) 16 % The Company’s effective tax rate for the Successor year ended December 31, 2023 and year ended December 31, 2022 was 1 % and ( 76 %), respectively. The Company’s effective tax rate for Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021 was ( 109 %) and 16 %, respectively. The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. Prior to the Business Combination, Alight Holdings operated as a U.S. Partnership which generally is not subject to federal and state income taxes. Subsequent to the Business Combination, the Company’s effective tax rate differs from the U.S.’s statutory rate primarily due to foreign rate differences, valuation allowances, separate entity corporate taxes, changes in statutory reserves, and the noncontrolling interest associated with the portion of Alight Holdings income not allocable to the Company. The Company is taxed as a corporation and is subject to corporate federal, state, and local taxes on the income allocated to it from Alight Holdings, based upon the Company’s economic interest in Alight Holdings, and any stand-alone income or loss generated by the Company. Alight Holdings and certain subsidiaries combine to form a single entity taxable as a partnership for U.S. federal and most applicable state and local income tax purposes. As such, Alight Holdings is not subject to U.S. federal and certain state and local income taxes. The partners of Alight Holdings, including the Company, are liable for federal, state, and local income taxes based on their allocable share of Alight Holdings’ pass-through taxable income, which includes income of Alight Holdings’ subsidiaries that are treated as disregarded entities separate from Alight Holdings for income tax purposes. The effective tax rate for the Successor year ended December 31, 2023 is lower than the 21 % U.S. statutory corporate income tax rate primarily due to the structure after the Business Combination, the recognition of expenses which are not deductible for income tax purposes, including the goodwill impairment charge, and valuation allowances. Deferred Income Taxes The components of the Company’s deferred tax assets and liabilities are as follows (in millions): Successor December 31, December 31, 2023 2022 Deferred tax assets: Employee benefit plans $ 1 $ 3 Interest expense carryforward 64 55 Other credits 57 39 Tax receivable agreement 114 72 Other accrued expenses 1 — Seller Earnouts 12 11 Intangible assets 4 — Net operating losses 165 213 Other 3 5 Total 421 398 Valuation allowance on deferred tax assets ( 140 ) ( 127 ) Total $ 281 $ 271 Deferred tax liabilities: Intangible assets $ ( 45 ) $ ( 32 ) Investment in partnership ( 194 ) ( 254 ) Interest rate swap ( 15 ) ( 30 ) Other ( 18 ) ( 9 ) Total $ ( 272 ) $ ( 325 ) Net deferred tax (liability) asset $ 9 $ ( 54 ) As a result of the Business Combination, the Company established a deferred tax asset for the value of certain tax loss and credit carryforward attributes of the merged entities. In addition, the Company established a deferred tax liability to account for the difference between the Company’s book and tax basis in its investment in Alight Holdings. The Company also has historically maintained deferred tax assets on certain net operating loss (“NOL”) carryforwards in non-U.S. jurisdictions. As of December 31, 2023 and 2022, the Company had U.S. and foreign NOLs of $ 165 million and $ 213 million, respectively. The material jurisdictions for the NOLs are the United States and United Kingdom and the NOLs can be carried forward indefinitely. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. In evaluating the Company's ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including the period of expiration, scheduled reversals of deferred tax liabilities, tax-planning strategies, and three years of cumulative operating income (loss). Management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income by jurisdiction to which the tax asset relates. The Company maintains valuation allowances with regard to the tax benefits of certain NOLs and other deferred tax assets, and periodically assesses the adequacy thereof. During the year ended December 31, 2023, the valuation allowance increased by $ 13 million compared to the prior year, of which $ 10 million related to U.S. tax credits and $ 3 million related to NOLs in non-U.S. jurisdictions. During the year ended December 31, 2022, the valuation allowance decreased by $ 99 million compared to the prior year, primarily attributable to acquired NOLs and other deferred tax assets, as well as the effect of rate changes in non-U.S. jurisdictions. The Tax Cuts and Jobs Act established global intangible law-taxed income ("GILTI") provisions that impose a tax on foreign income in excess of a deemed return on intangible assets of foreign corporations. The Company recognizes the taxes on GILTI as a period expense rather than recognizing deferred taxes for basis differences that are expected to affect the amount of GILTI inclusion upon reversal. Uncertain Tax Positions The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions): Balance at January 1, 2021 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations ( 5 ) Balance at December 31, 2021 (Successor) $ 30 Lapse of statute of limitations ( 22 ) Balance at December 31, 2022 (Successor) $ 8 Lapse of statute of limitations — Balance at December 31, 2023 (Successor) $ 8 The Company’s liability for uncertain tax positions as of December 31, 2023 and 2022 includes $ 8 million and $ 8 million, respectively, related to amounts that would impact the effective tax rate if recognized. The Company records interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $ 6 million and $ 6 million as of December 31, 2023 and 2022, respectively. The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2019. The Company has concluded income tax exami nations in its primary non-U.S. jurisdictions through 2016. With respect to open tax periods, the Company expects unrecognized tax benefits to decrease by an immaterial amount including interest and penalties, within 12 months of the reporting date. This expectation is based on the timing of limitation expirations on certain corporate income tax returns. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding consisted of the following (in millions): December 31, December 31, Maturity Date 2023 2022 Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 — 2,448 Fifth Incremental Term Loans (2) August 31, 2028 2,488 — Secured Senior Notes June 1, 2025 306 310 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,794 2,823 Less: current portion of long-term debt, net ( 25 ) ( 31 ) Total long-term debt, net $ 2,769 $ 2,792 (1) The net balance for the B-1 Term Loan includes unamortized debt issuance costs at December 31, 2022 of approximately $ 8 million. (2) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at December 31, 2023 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 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 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"). 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. In September 2023, the Company entered into Amendment No. 9 to Credit Agreement with a syndicate of lenders to establish a new class of Fifth Incremental Term Loans with an aggregate principal amount of $ 2,507 million to reprice the outstanding Initial Term B-1 Loans due August 31, 2028 by reducing the applicable rate from a SOFR + 3.00 % to SOFR + 2.75 %. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). During the Successor year ended December 31, 2023 and December 31, 2022, and Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021, respectively, the Company made total principal payments of $ 25 million, $ 31 million, $ 571 million, and $ 13 million, respectively. Secured Senior Notes During 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 Revolver 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 Revolver to October 31, 2024 . In August 2021, the Company replaced and refinanced the Revolvers with a $ 294 million Revolver 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 December 31, 2023 , $ 3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the Revolver and there were no additional borrowings. The Company is required to make periodic payments for commitment fees and interest related to the Revolver and outstanding letters of credit. During the Successor years ended December 31, 2023 and December 31, 2022, respectively, and the Successor six months ended December 31, 2021 and Predecessor six months year ended June 30, 2021, 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 Successor years ended December 31, 2023 and December 31, 2022, respectively, and the Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021, respectively, was $ 219 million, $ 138 million, $ 53 million, $ 105 million, respectively. This included a benefit of $ 2 million, $ 3 million, and $ 2 million for the Successor years ended December 31, 2023 , December 31, 2022, and for the six months ended December 31, 2021, respectively, and an expense of approximately $ 8 million for the Successor six months ended June 30, 2021. Interest expense is recorded in Interest expense in the Consolidated Statements of Comprehensive Income (Loss), and is net of interest rate swap derivative gains recognized. Principal Payments Aggregate remaining contractual principal payments as of December 31, 2023 are as follows (in millions): 2024 $ 25 2025 325 2026 25 2027 25 2028 2,394 Total payments $ 2,794 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Predecessor Equity Class A Common Units There were no grants of Class A common units during the six months ended June 30, 2021 or the years ended December 31, 2020. Each holder of Class A common units is entitled to one vote per unit. Class A-1 Common Units During the six months ended June 30, 2021, the Company granted 643 Restricted Class A-1 common units. There were no grants of Class A-1 common units during the year ended December 31, 2020. Holders of Class A-1 common units are not entitled to voting rights. Class B Common Units During the six months ended June 30, 2021 there were no grants of Class B common units, and during the year ended December 31, 2020, the Company granted 7,459 and 2,587 units, respectively. Holders of Class B common units are not entitled to voting rights. Successor 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 December 31, 2023. Class A Common Stock As of December 31, 2023 , 510,888,937 shares of Class A Common Stock, including 3,321,260 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 Stock, 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 470,760 unvested shares of Class B Common Stock related to employee compensation as of December 31, 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 Shares 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 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 December 31, 2023 , 4,951,235 shares of Class B-1 Common Stock were legally issued and outstanding, including 235,380 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 p er 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 December 31, 2023, 2,548,764 Class B-1 common units of Alight Holdings were legally issued and outstanding. 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 Class A common shares 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 pe r share valuation on a diluted basis). Class B-2 As of December 31, 2023 , 4,951,235 shares of Class B-2 Common Stock were legally issued and outstanding, par value of $ 0.0001 , including 235,380 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 shares 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 December 31, 2023 , 2,548,764 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 C lass B-3 Common Stock, par value $ 0.0001 per share, were authorized. There are no shares of Class B-3 Common Stock issued and outstanding as of December 31, 2023. Class V Common Stock As of December 31, 2023 , shares of 28,962,218 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 Class A, unvested Class B-1, and unvested 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 December 31, 2023 , 3,420,215 shares of class Z Common Shares ( 2,988,649 Class Z-A, 215,783 Class Z-B-1, and 215,783 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 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 December 31, 2023 , 1,880,117 Class Z common units ( 1,642,881 Class Z-A, 118,618 Class Z-B-1, and 118,618 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 Consolidated Balance Sheets. As of December 31, 2023 , there were 539,851,156 Class A Units outstanding, of which 510,888,938 are held by the Company and 28,962,218 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 Successor year ended December 31, 2023 , 34,519,247 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 $ 344 million, recorded in Additional paid-in capital. Pursuant to the Tax Receivable Agreement (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 $ 109 million, with offsets to Additional paid-in-capital. An additional $ 43 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 Offerings 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. The Company paid certain costs associated with the sale of shares by the selling stockholders, excluding underwriting discounts which were borne by the selling stockholders. On August 16, 2023, the Company completed a secondary offering of 22,500,000 shares of the Company’s Class A Common Stock by certain selling stockholders at a public offering price of $ 7.98 per share. The Company did not sell any shares of Class A Common Stock in the offering and did not receive any proceeds from the offering. The Company paid certain costs associated with the sale of shares by the selling stockholders, excluding underwriting discounts which were borne by the selling stockholders. 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 Successor year ended December 31, 2023 , 4,921,468 shares of Class A Common Stock were repurchased under the Program for a total cost of $ 40 million. As of December 31, 2023 , there was $ 48 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 (2) 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 34,519,247 - - ( 34,519,247 ) - - Shares granted upon vesting 7,129,735 - - - ( 2,175,362 ) - Issuance for compensation to non-employees (1) 83,203 - - - - - Share repurchases ( 4,921,468 ) - - - - 4,921,468 Share forfeitures - ( 39,218 ) ( 39,218 ) - - - Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 3,321,260 of unvested shares of Class A Common Stock as of December 31, 2023 . Dividends There were no dividends declared during the Successor years ended December 31, 2023 and 2022. Accumulated Other Comprehensive Income As of December 31, 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 (loss), net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments (1) Swaps (2) Total Balance at December 31, 2022 $ ( 11 ) $ 106 $ 95 Other comprehensive income (loss) before reclassifications 10 33 43 Tax (expense) benefit ( 2 ) 15 13 Other comprehensive income (loss) before reclassifications, net of tax 8 48 56 Amounts reclassified from accumulated other comprehensive income - ( 80 ) ( 80 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 80 ) ( 80 ) Net current period other comprehensive income (loss), net of tax 8 ( 32 ) ( 24 ) Balance at December 31, 2023 $ ( 3 ) $ 74 $ 71 (1) Foreign currency translation adjustments include $ 5 million gains related to intercompany loans that have been designated long-term investment nature. (2) 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 | 12 Months Ended |
Dec. 31, 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 n o 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. The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor periods as follows: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value Predecessor RSUs Per Unit PRSUs Per Unit Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested ( 944 ) 5,374 — — Forfeited ( 954 ) 4,491 ( 3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested ( 517 ) 5,459 — — Forfeited ( 121 ) 4,527 ( 567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 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 Class A Common Stock, unvested Class B-1 Common Stock, and unvested 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 Class A Common Stock, unvested Class B Common Stock, and unvested 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’ and Members’ Equity”. These unvested shares are accounted for as restricted stock in accordance with 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 Successor year ended December 31, 2023 , approximately 60 % of the units are subject to time-based vesting requirements and approximately 40 % are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably on an annual basis over a three-y ear period. The PRSUs granted vest upon achievement of various performance metrics aligned to goals established by the Company. As of December 31, 2023, there were 86,428,864 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. The Company begins to recognize expense associated with the PRSUs when the achievement of the performance condition is deemed probable. During the year ended December 31, 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 Successor year ended December 31, 2023 was $ 58 million and $ 48 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 Successor years ended December 31, 2023, December 31, 2022 and the Successor six months ended December 31, 2021: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs (1) Per Unit PRSUs (1)(2) Per Unit Balance as of July 1, 2021 854,764 $ 9.91 7,816,743 $ 9.56 Granted 9,475,330 12.60 9,107,424 12.63 Vested ( 3,014,054 ) 12.62 — — Forfeited ( 167,624 ) 12.64 ( 181,054 ) 12.51 Balance as of December 31, 2021 7,148,416 $ 12.27 16,743,113 $ 11.20 Granted 5,019,998 9.01 15,816,619 11.76 Vested ( 3,053,701 ) 12.24 — — Forfeited ( 1,348,552 ) 11.46 ( 2,474,009 ) 11.90 Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 6,598,201 8.72 5,481,499 8.82 Vested ( 4,338,325 ) 8.81 ( 3,860,600 ) 10.06 Forfeited ( 1,851,225 ) 9.53 ( 3,664,948 ) 9.77 Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 (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 Consolidated Statement of Comprehensive Income (Loss) as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Cost of services, exclusive of depreciation and amortization $ 39 $ 40 $ 19 $ 1 Selling, general and administrative 121 141 48 4 Total share-based compensation expense $ 160 $ 181 $ 67 $ 5 As of December 31, 2023, total future compensation expense related to unvested RSUs is $ 50 million which will be recognized over a remaining weighted-average amortization period of approximately 1.5 years. As of December 31, 2023 , total future compensation expense related to PRSUs is $ 57 million which will be recognized over the next 1.5 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 e qual to 85 % of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. As of December 31, 2023, there were 11,961,530 remaining shares available for grant under the ESPP. For the year ended as of December 31, 2023 , 1,499,751 shares had been issued under the ESPP and the amount of share-based compensation expense related to the ESPP was $ 2 million. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net (loss) income attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. 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 December 31, 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, except for share and per share amounts): Year Ended Year Ended Six Months Ended December 31, December 31, December 31, 2023 2022 2021 Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. - basic $ ( 345 ) $ ( 62 ) $ ( 35 ) Denominator Weighted-average shares outstanding - basic 489,461,259 458,558,192 439,800,624 Basic (net loss) earnings per share $ ( 0.70 ) $ ( 0.14 ) $ ( 0.08 ) Diluted (net loss) earnings per share $ ( 0.70 ) $ ( 0.14 ) $ ( 0.08 ) For the Successor year ended December 31, 2023, 28,962,218 units related to noncontrolling interests and 10,080,390 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 27,411,360 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period. For the Successor year ended December 31, 2022, 63,481,465 units related to noncontrolling interests and 7,624,817 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 32,852,974 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period. For the Successor six months ended December 31, 2021, 77,459,687 units related to noncontrolling interests and 7,007,072 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 16,036,220 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 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 CODM 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 CODM uses financial information for the purposes of allocating resources and evaluating performance. The Company’s CODM is its Chief Executive Officer. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment profit to manage and evaluate our business, make planning decisions, and as performance measures for a 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): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Employer Solutions Recurring $ 2,695 $ 2,467 $ 1,213 $ 1,049 Project 268 251 134 107 Total Employer Solutions 2,963 2,718 1,347 1,156 Professional Services Recurring 142 128 65 60 Project 279 243 121 124 Total Professional Services 421 371 186 184 Total Reportable Segments 3,384 3,089 1,533 1,340 Other 26 43 21 21 Total revenue $ 3,410 $ 3,132 $ 1,554 $ 1,361 Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Employer Solutions $ 1,033 $ 911 $ 489 $ 392 Professional Services 109 86 44 46 Other ( 2 ) ( 1 ) ( 1 ) ( 3 ) Total Gross Profit 1,140 996 532 435 Selling, general and administrative 754 671 304 222 Depreciation and intangible amortization 339 339 163 111 Goodwill Impairment 148 - - - Operating Income (Loss) ( 101 ) ( 14 ) 65 102 (Gain) Loss from change in fair value of financial instruments 10 ( 38 ) 65 - (Gain) Loss from change in fair value of tax receivable agreement 118 ( 41 ) ( 37 ) - Interest expense 131 122 57 123 Other (income) expense, net 6 ( 16 ) 3 9 Income (Loss) Before Taxes $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) Revenue by geographic location is as follows (in millions): Successor Predecessor Year Ended Year Ended Six months Ends Six months Ends December 31, December 31, December 31, June 30 2023 2022 2021 2021 United States $ 2,993 $ 2,759 $ 1,358 $ 1,168 Rest of world 417 373 196 193 Total $ 3,410 $ 3,132 $ 1,554 $ 1,361 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Year Ended Year Ended December 31, December 31, 2023 2022 United States $ 389 $ 359 Rest of world 50 47 Total $ 439 $ 406 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 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 $ 516,919,634 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 645,230,936 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 270,246,116 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 344,387,064 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 Term Loan refinancing, we amended our interest rate swap to incorporate Term SOFR. In accordance with Accounting Standards Codification 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 designation through the transition. Also, during the Successor year ended December 31, 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. The Company currently has two instruments that 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 Consolidated Balance Sheets are as follows (in millions): December 31, December 31, 2023 2022 Assets Other current assets $ 60 $ 72 Other assets 17 62 Total $ 77 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 3 — Total $ 3 $ — The Company estimates that approximately $ 64 million of derivative gains included in Accumulated other comprehensive income as of December 31, 2023 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 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 nonvoting 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 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 December 31, 2023 and 2022, the Seller Earnouts had a fair value of $ 95 m illion and $ 96 million, respectively. For the Successor years ended December 31, 2023 and 2022, the fair value remeasurement of the Seller Earnouts was a gain of $ 2 m illion and $ 38 million, respectively, was recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying 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 th e following assumptions: volatility of 50 %, risk-free interest rate of 3.88 %, expected holding peri od of 4.51 yea rs and 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 increase 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 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 en ding share price as of the last day of each quarter. For the years ended December 31, 2023 and 2022, the Company recorded expense of $ 12 million and $ 1 milli on, respectively, in (Gain) Loss from change in fair value of financial instruments in the 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. See Note 9 “Stockholders’ Equity” for additional information regarding these instruments. Warrants Upon the completion of the prior y ear Business Combination, there were issued and outstanding Company warrants to purchase shares of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the warrant agreement, including 10,000,000 warrants that were issued as a result of the consummation of the Forward Purchase Agreements (“Forward Purchase Warrants”). Private Warrants were exchanged for an equivalent number of Class C Units representing limited liability company interests of Alight Holdings and had the same terms as the Private Warrants. Each of the Public Warrants, Forward Purchase Warrants and Class C Units (collectively the “Warrants”) were exercisable for one share of Alight, Inc. Class A Common Stock. The Warrants had an expiration date of July 2, 2026 , ( five years after the completion of the Business Combination) and were exercisable beginning after certain lock-up periods as described in the warrant agreement. Once the warrants became exercisable, the Company was permitted to redeem for $ 0.01 per warrant the outstanding Public Warrants if the Company’s Class A Share price equaled or exceeded $ 18.00 per share, subject to certain conditions and adjustments. If the Company’s Class A Share price was greater than $ 10.00 per share but less than $ 18.00 per share, then the Company was permitted to redeem Warrants for $ 0.10 per warrant, subject to certain conditions and adjustments. Holders were permitted to elect to exercise their warrants on a cashless basis. The Company accounted for Warrants as liabilities at fair value within Financial instruments on the Consolidated Balance Sheets because the Warrants do not meet the criteria for classification within equity. The Warrants were subject to remeasurement at each balance sheet date. In December 2021, the majority of the Warrants were exercised under cashless (net) exercise provisions resulting in the issuance of 15,315,429 shares of Class A Common Stock. Additionally, the Company redeemed 742,918 Warrants for $ 0.10 per warrant. Just prior to the exercise and redemption of the Warrants, the Company remeasured the warrant liability to its fair value. Upon exercise of the Warrants, the respective carrying value of the warrant liability was reclassified into additional paid in capital. As of December 31, 2023 , 2022 and 2021, no Warrants were outstanding. For the Successor six months ended December 31, 2021, a loss of $ 39 million was recorded in Loss from change in fair value of financial ins truments in the Consolidated Statements of Comprehensive Income (Loss) due to the remeasurement of the warrant liability prior to the exercise and redemption of the Warrants. |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 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 December 31, 2023 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 27.0 %; (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 7.9 %. 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 year ended December 31, 2023, an additional TRA liability of $ 109 million was established as a result of these exchanges. As of the year ended December 31, 2023, $ 634 million of the TRA liability is measured at fair value on a recurring basis and $ 161 million is undiscounted and not remeasured at fair value. 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 118 Payments ( 7 ) Conversion of noncontrolling interest 109 Ending Balance as of December 31, 2023 795 Less: current portion included in other current liabilities ( 62 ) Total long-term tax receivable agreement liability $ 733 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement Fair value is defined as the pri ce 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): December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps $ — $ 3 $ — $ 3 Contingent consideration liability $ — $ — $ 3 $ 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 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) — — 575 575 Total liabilities recorded at fair value $ — $ — $ 684 $ 684 (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 acquisitions in previous years and are included in Other current liabilities and Other liabilities on the 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 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): Year Ended December 31 2023 2022 Beginning balance $ 13 $ 33 Measurement period adjustments — ( 2 ) Accretion of contingent consideration — 1 Remeasurement of acquisition-related contingent consideration ( 5 ) ( 15 ) Payments ( 5 ) ( 4 ) Ending Balance $ 3 $ 13 Additional Disclosures Regarding Fair Value Measurement The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): December 31, 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 2,769 2,780 2,792 2,780 Total $ 2,794 $ 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 years ended December 31, 2 0 23 and 2022, th ere were no transfers in or ou t of the Level 1, Level 2 or Level 3 classifications. |
Restructuring and Integration
Restructuring and Integration | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration | 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 infras tructure 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 two-year period. The restructuring charges are expected to include severance charges with an estimated range from $ 40 million to $ 50 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 $ 90 million to $ 100 million over the tw o-year period. The Company estimates an annual savi ngs of over $ 100 million afte r 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 December 31, 2023, the Company has incurred total expenses of $ 85 million. These charges are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). The following table summarizes restructuring costs by type that have been incurred through December 31, 2023: Twelve Months Ended Estimated Estimated December 31, Inception to Remaining Total 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 11 $ 11 $ 10 $ 21 Other Restructuring Costs (1) 56 56 35 91 Total Employer Solutions $ 67 $ 67 $ 45 $ 112 Professional Services Severance and Related Benefits $ 1 $ 1 $ 3 $ 4 Total Professional Services $ 1 $ 1 $ 3 $ 4 Corporate Severance and Related Benefits $ 15 $ 15 $ 6 $ 21 Other Restructuring Costs (1) 2 2 1 3 Total Corporate $ 17 $ 17 $ 7 $ 24 Total Restructuring Costs $ 85 $ 85 $ 55 $ 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 December 31, 2023, approximately $ 10 million of t he Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 27 58 85 Cash payments ( 21 ) ( 55 ) ( 76 ) Accrued restructuring liability as of December 31, 2023 $ 6 $ 3 $ 9 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 ( 3 ) ( 4 ) ( 7 ) Accrued restructuring liability as of December 31, 2023 $ 1 $ — $ 1 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 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 Successor years ended December 31, 2023, 2022, the six months ended December 31, 2021, and the Predecessor six months ended June 30, 2021, expenses were $ 55 million , $ 59 million , $ 24 million, and $ 31 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Obligations | 19. Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in Other assets, Other current liabilities and Other liabilities in the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate which is based on the information available at the lease commencement date. The Company’s lease terms may include options to extend or not terminate the lease when it is reasonably certain that it will exercise any such options. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized on a straight-line basis over the expected lease term. The Company’s most significant leases are office facilities. For these leases, the Company has elected the practical expedient permitted under Accounting Standards Update 2016-02, “Leases (Topic 842)” (“ASC 842”) to combine lease and non-lease components. As a result, non-lease components are accounted for as an element within a single lease. The Company’s remaining operating leases are primarily comprised of equipment leases. The Company also leases certain IT equipment under finance leases which are reflected on the Company’s Consolidated Balance Sheets as computer equipment within Fixed assets, net. Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as insurance, taxes, common area maintenance, payments based on the usage of the asset, and rental payments adjusted periodically for inflation. These variable payments are not included in the lease liabilities reflected on the Company’s Consolidated Balance Sheets. The Company’s lease agreements do not contain material residual value guarantees, restrictions, or covenants. The components of lease expense were as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Operating lease cost $ 22 $ 25 $ 14 $ 16 Finance lease cost: Amortization of leased assets 24 25 12 13 Interest of lease liabilities 2 3 2 2 Variable and short-term lease cost 7 6 3 3 Sublease income ( 6 ) ( 8 ) ( 3 ) ( 4 ) Total lease cost $ 49 $ 51 $ 28 $ 30 Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): December 31, December 31, 2023 2022 Operating Leases Operating lease right-of-use assets $ 68 $ 86 Current operating lease liabilities 35 34 Noncurrent operating lease liabilities 71 103 Total operating lease liabilities $ 106 $ 137 Finance Leases Fixed assets, net $ 21 $ 46 Current finance lease liabilities 11 25 Noncurrent finance lease liabilities 7 18 Total finance lease liabilities $ 18 $ 43 Weighted Average Remaining Lease Term (in years) Operating leases 5.6 6.5 Finance leases 2.4 2.0 Weighted Average Discount Rate Operating leases 4.8 % 4.6 % Finance leases 3.8 % 4.3 % Supplemental cash flow and other information related to leases was as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 38 $ 48 $ 27 $ 22 Operating cash flows from finance leases 2 2 2 2 Financing cash flows from finance leases 25 30 14 17 Right-of use assets obtained in exchange for lease Operating leases $ 4 $ 11 $ 2 $ 10 Finance leases 12 9 2 2 Future lease payments for lease obligations with initial terms in excess of one year as of December 31, 2023 are as follows (in millions): Finance Operating 2024 $ 9 $ 33 2025 5 18 2026 3 17 2027 2 15 2028 — 13 Thereafter — 24 Total lease payments 19 120 Less: amount representing interest ( 1 ) ( 14 ) Total lease obligations, net 18 106 Less: current portion of lease obligations, net ( 11 ) ( 35 ) Total long-term portion of lease obligations, net $ 7 $ 71 The operating lease future lease payments include sublease rental income of $ 5 million and $ 2 million for 2024 and 2025, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. 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 Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the 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 December 31, 2023 and December 31, 2022 were not material. 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 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 is $ 32 milli on, $ 20 million, $ 16 million, $ 16 million, $ 13 million, and $ 3 million for the years ended 2024, 2025, 2026, 2027, 2018 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 $ 154 million, $ 162 million, $ 170 million, $ 178 million, and $ 154 million for the years ended 2024, 2025, 2026, 2027, 2028, respectively, and none thereafter. 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 . |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. While the Closing Date was July 2, 2021, we determined the impact of one day would be immaterial to the results of operations. As such, we utilized July 1, 2021 as the date of the Business Combination for accounting purposes. Therefore, the financial statement presentation includes the financial statements of Alight Holdings as Predecessor for the periods prior to July 1, 2021 and the Company as Successor for the periods including and after July 1, 2021, including the consolidation of Alight Holdings. 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. |
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 ("CODM") for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. See Note 12 “Segment Reporting” for additional information. |
Use of Estimates | Use of Estimates The preparation of the accompanying 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. |
Concentration of Risk | Concentration of Risk The Company has no significant off-balance sheet risks related to foreign exchange contracts or other foreign hedging arrangements. Management believes that its account receivable credit risk exposure is limited, and the Company has not experienced significant write-downs in its accounts receivable balances. Additionally, there was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash balances. At December 31, 2023 and December 31, 2022, Cash and cash equivalents totaled $ 358 m illion and $ 250 mil lion, respectively, and none of the balances were restricted as to its use. |
Fiduciary Assets and Liabilities | Fiduciary Assets and Liabilities Some of the Company’s agreements require it to hold funds to pay certain obligations on behalf of its clients. Funds held on behalf of clients are segregated from Company funds, and their use is restricted to the payment of obligations on behalf of clients. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. These funds are recorded as Fiduciary as sets with the related obligation recorded as Fiduciary liabilities in the Consolidated Balance Sheets. Our Fiduciary assets included cash of $ 1,401 milli on and $ 1,509 million at December 31, 2023 and December 31, 2022 , respectively. |
Commissions Receivable | Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current portion of Commissions receivable is expected to be received beyond one year. |
Allowance for Expected Credit Losses | Allowance for Expected Credit Losses The Company’s allowance for expected credit losses with respect to trade receivables and contract assets is based on a combination of factors, including evaluation of historical write-offs, current conditions and reasonable economic forecasts that affect collectability and other qualitative and quantitative analysis. Receivables, net included an allowance for expected credit losses of $ 12 million and $ 9 million at December 31, 2023 and December 31, 2022 , respectively. |
Fixed Assets, Net | Fixed Assets, Net The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment arise. |
Derivatives | Derivatives The Company uses derivative financial instruments, such as interest rate swaps. Interest rate swaps are used to manage interest risk exposures and have been designated as cash flow hedges. The changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in Accumulated other comprehensive income (loss). Amounts are reclassified from Accumulated other comprehensive income (loss) into earnings when the hedge exposure affects earnings. The Company discontinues hedge accounting prospectively when: (1) the derivative expires or is sold, terminated, or exercised; (2) the qualifying criteria are no longer met; or (3) management removes the designation of the hedging relationship. |
Foreign Currency | Foreign Currency Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. The operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current exchange rates in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included in net foreign currency translation adjustments within the Consolidated Statements of Stockholders’ Equity. Gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency are included in Other (income) expense, net within the Consolidated Statements of Comprehensive Income (Loss). The impact of the foreign exchange gains and losses for the Successor year ended December 31, 2023 and year ended December 31, 2022 was a loss of $ 10 million a nd a gain of $ 1 million, respectively. The impact of the foreign exchange gains and losses for Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021 were a loss of $ 4 million and a loss of $ 9 million, respectively. |
Share-Based Compensation Costs | Share-Based Compensation Costs Share-based payments, including grants of restricted share units (“RSUs”) and performance-based restricted share units (“PRSUs”), for both the Predecessor and Successor periods, are measured based on their estimated grant date fair value. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing the net loss attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. 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. |
Seller Earnouts | Seller Earnouts Upon completion of the Business Combination, we executed a contingent consideration agreement (the “Seller Earnouts”) that results in the issuance of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock upon the achievement of certain criteria. The majority of the Seller Earnouts are accounted for as a contingent consideration liability at fair value within Financial instruments on the Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Consolidated Statements of Comprehensive Income (Loss). |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. Net (loss) income is reduced by the portion of net (loss) income that is attributable to noncontrolling interests. These noncontrolling interests are convertible into Class A Common Stock of the Company at the holder’s discretion. |
Income Taxes | Income Taxes During the Predecessor periods, a portion of the Company’s earnings were subject to certain U.S. federal, state and foreign taxes. During the Successor period, the portion of earnings allocable to the Company is subject to corporate level tax rates at the U.S. federal, state and local levels. Therefore, the amount of income taxes recorded in the Predecessor periods is not representative of the expenses expected in the future. The Company accounts for income taxes pursuant to the asset and liability method which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company recognizes the benefits of tax return positions in the financial statements if it is “more-likely-than-not” they will be sustained by a taxing authority. The measurement of a tax position meeting the more-likely-than-not criteria is based on the largest benefit that is more than 50 percent likely to be realized. Only information that is available at the reporting date is considered in the Company’s recognition and measurem ent analysis and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. |
Fair Value Measurement | Fair value is defined as the pri ce 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. |
Accounting Policies and Pract_3
Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Assets | The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Final Consideration Transferred | The following ta ble summarizes the final consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration - Tax Receivable Agreement (3) 610 Contingent consideration - Seller Earnouts (3) 109 Total consideration transferred $ 5,002 Noncontrolling interest (4) $ 799 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares of Class A Common Stock that had a total fair value of approximately $ 1.4 billion based on the price of $ 10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. Refer to Note 9 “Stockholders’ Equity”, Note 14 “Financial Instruments” and Note 15 “Tax Receivable Agreement” for further discussion. (4) The fair value of the noncontrolling interest is based on the fair value of acquired business, which was determined based on the price of the Company's Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ Equity” for additional information. |
Summary of Final Purchase Price allocation | The following table summarizes the final purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 484 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities ( 327 ) Fiduciary liabilities ( 1,015 ) Other current liabilities ( 291 ) Debt assumed ( 2,370 ) Deferred tax liabilities ( 3 ) Other liabilities ( 396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,374 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract-based intangibles $ 3,456 15 |
Retiree Health Exchange | |
Business Acquisition [Line Items] | |
Summary of Final Purchase Price allocation | The following ta ble summarizes the purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Deferred tax assets 1 Accounts payable and accrued liabilities ( 13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 122 Goodwill 77 Total consideration $ 199 |
Other Financial Data (Tables)
Other Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Financial Data [Abstract] | |
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): December 31, December 31, 2023 2022 Billed and unbilled receivables $ 710 $ 687 Allowance for expected credit losses ( 12 ) ( 9 ) Balance at end of period $ 698 $ 678 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): December 31, December 31, 2023 2022 Deferred project costs $ 50 $ 43 Prepaid expenses 63 68 Commissions receivable 107 149 Other 99 119 Total $ 319 $ 379 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): December 31, December 31, 2023 2022 Deferred project costs $ 371 $ 342 Operating lease right of use asset 68 86 Commissions receivable 22 28 Other 36 86 Total $ 497 $ 542 |
Summary of Components of Fixed Assets, Net | The components of Fixed assets, net are as follows (in millions): December 31, December 31, 2023 2022 Capitalized software $ 340 $ 183 Leasehold improvements 47 42 Computer equipment 122 116 Furniture, fixtures and equipment 14 12 Construction in progress 59 73 Total Fixed assets, gross 582 426 Less: Accumulated depreciation 211 106 Fixed assets, net $ 371 $ 320 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): December 31, December 31, 2023 2022 Deferred revenue $ 148 $ 141 Operating lease liabilities 35 34 Finance lease liabilities 11 25 Other 123 100 Total $ 317 $ 300 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): December 31, December 31, 2023 2022 Deferred revenue $ 82 $ 93 Operating lease liabilities 71 103 Finance lease liabilities 7 18 Unrecognized tax positions 13 13 Other 37 54 Total $ 210 $ 281 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Net Carrying Amount of Goodwill | The changes i n 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) 10 — 10 Impairment (2) ( 148 ) — ( 148 ) Foreign currency translation 2 — 2 Balance at December 31, 2023 $ 3,470 $ 73 $ 3,543 (1) Amounts relate to measurement period adjustments from prior acquisitions. (2) Amounts relate to a non-cash goodwill impairment charge related to the Company's Cloud Services reporting unit. |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): December 31, 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 $ 3,671 $ 610 $ 3,061 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 108 155 263 63 200 Trade name (finite life) 408 70 338 408 42 366 Total $ 4,342 $ 788 $ 3,554 $ 4,341 $ 469 $ 3,872 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible asset net carrying amount and weighted-average remaining useful lives as of December 31, 2023 (in millions, except for years): December 31, 2023 December 31, 2022 Net Weighted-Average Net Weighted-Average Carrying Remaining Carrying Remaining Amount Useful Lives Amount Useful Lives Intangible assets: Customer-related and contract-based $ 3,061 12.5 $ 3,306 13.5 Technology-related intangibles 155 3.5 200 4.5 Trade name (finite life) 338 12.4 366 13.3 Total $ 3,554 $ 3,872 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to December 31, 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 Total 2024 $ 246 $ 44 $ 29 $ 319 2025 246 44 28 318 2026 246 44 27 317 2027 246 22 27 295 2028 246 1 27 274 Thereafter 1,831 — 200 2,031 Total amortization expense $ 3,061 $ 155 $ 338 $ 3,554 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Loss) income before income tax expense (benefit) | (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 (Loss) income before income tax expense (benefit) U.S. (loss) income $ ( 301 ) $ ( 27 ) $ ( 14 ) $ ( 28 ) Non-U.S. (loss) income ( 65 ) ( 14 ) ( 9 ) ( 2 ) Total $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) |
Schedule of Provision For Income Tax | The provision for income tax consists of the following (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, Income tax expense (benefit): 2023 2022 2021 2021 Current: Federal $ ( 10 ) $ ( 10 ) $ 17 $ 1 State 11 5 3 — Foreign 4 10 6 ( 5 ) Total current tax expense (benefit) $ 5 $ 5 $ 26 $ ( 4 ) Deferred tax expense (benefit): Federal $ ( 3 ) $ 18 $ — $ — State ( 8 ) 6 — — Foreign 2 2 ( 1 ) ( 1 ) Total deferred tax (benefit) expense $ ( 9 ) $ 26 $ ( 1 ) $ ( 1 ) Total income tax expense (benefit) $ ( 4 ) $ 31 $ 25 $ ( 5 ) |
Schedule of Reconciliation of The Effective Tax Rate | The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) Provision for income taxes at the statutory rate $ ( 77 ) 21 % $ ( 9 ) 21 % $ ( 5 ) 21 % $ — — % State income taxes, net of federal benefit ( 1 ) — % 3 ( 7 ) % 3 ( 12 ) % — — % Jurisdictional rate differences 10 ( 3 ) % 8 ( 20 ) % ( 11 ) 49 % 1 ( 3 ) % Changes in valuation allowances 10 ( 3 ) % 39 ( 95 ) % 23 ( 100 ) % ( 2 ) 6 % Benefit of income not allocated to the Company 2 ( 1 ) % 6 ( 14 ) % 1 ( 4 ) % — — Income in separate U.S. tax consolidations 1 — % 15 ( 37 ) % 16 ( 68 ) % — — Non-deductible expenses 63 ( 17 ) % 4 ( 9 ) % 8 ( 35 ) % ( 2 ) 6 % Tax credits ( 14 ) 4 % ( 7 ) 17 % ( 4 ) 19 % — — Change in uncertain tax positions — — % ( 28 ) 68 % ( 5 ) 24 % — — Other 2 — % — — % ( 1 ) ( 3 ) % ( 2 ) 7 % Income tax expense (benefit) $ ( 4 ) 1 % $ 31 ( 76 ) % $ 25 ( 109 ) % $ ( 5 ) 16 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in millions): Successor December 31, December 31, 2023 2022 Deferred tax assets: Employee benefit plans $ 1 $ 3 Interest expense carryforward 64 55 Other credits 57 39 Tax receivable agreement 114 72 Other accrued expenses 1 — Seller Earnouts 12 11 Intangible assets 4 — Net operating losses 165 213 Other 3 5 Total 421 398 Valuation allowance on deferred tax assets ( 140 ) ( 127 ) Total $ 281 $ 271 Deferred tax liabilities: Intangible assets $ ( 45 ) $ ( 32 ) Investment in partnership ( 194 ) ( 254 ) Interest rate swap ( 15 ) ( 30 ) Other ( 18 ) ( 9 ) Total $ ( 272 ) $ ( 325 ) Net deferred tax (liability) asset $ 9 $ ( 54 ) |
Schedule of Amount of Uncertain Tax Positions | The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions): Balance at January 1, 2021 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations ( 5 ) Balance at December 31, 2021 (Successor) $ 30 Lapse of statute of limitations ( 22 ) Balance at December 31, 2022 (Successor) $ 8 Lapse of statute of limitations — Balance at December 31, 2023 (Successor) $ 8 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions): December 31, December 31, Maturity Date 2023 2022 Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 — 2,448 Fifth Incremental Term Loans (2) August 31, 2028 2,488 — Secured Senior Notes June 1, 2025 306 310 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,794 2,823 Less: current portion of long-term debt, net ( 25 ) ( 31 ) Total long-term debt, net $ 2,769 $ 2,792 (1) The net balance for the B-1 Term Loan includes unamortized debt issuance costs at December 31, 2022 of approximately $ 8 million. (2) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at December 31, 2023 of approximately $ 8 million. |
Schedule of Aggregate Contractual Principal Payments | Aggregate remaining contractual principal payments as of December 31, 2023 are as follows (in millions): 2024 $ 25 2025 325 2026 25 2027 25 2028 2,394 Total payments $ 2,794 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A (2) 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 34,519,247 - - ( 34,519,247 ) - - Shares granted upon vesting 7,129,735 - - - ( 2,175,362 ) - Issuance for compensation to non-employees (1) 83,203 - - - - - Share repurchases ( 4,921,468 ) - - - - 4,921,468 Share forfeitures - ( 39,218 ) ( 39,218 ) - - - Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 3,321,260 of unvested shares of Class A Common Stock as of December 31, 2023 . |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss), net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments (1) Swaps (2) Total Balance at December 31, 2022 $ ( 11 ) $ 106 $ 95 Other comprehensive income (loss) before reclassifications 10 33 43 Tax (expense) benefit ( 2 ) 15 13 Other comprehensive income (loss) before reclassifications, net of tax 8 48 56 Amounts reclassified from accumulated other comprehensive income - ( 80 ) ( 80 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 80 ) ( 80 ) Net current period other comprehensive income (loss), net of tax 8 ( 32 ) ( 24 ) Balance at December 31, 2023 $ ( 3 ) $ 74 $ 71 (1) Foreign currency translation adjustments include $ 5 million gains related to intercompany loans that have been designated long-term investment nature. (2) 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) | 12 Months Ended |
Dec. 31, 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 Predecessor periods as follows: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value Predecessor RSUs Per Unit PRSUs Per Unit Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested ( 944 ) 5,374 — — Forfeited ( 954 ) 4,491 ( 3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested ( 517 ) 5,459 — — Forfeited ( 121 ) 4,527 ( 567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 The following tables summarizes the unit activity related to the RSUs and PRSUs during the Successor years ended December 31, 2023, December 31, 2022 and the Successor six months ended December 31, 2021: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs (1) Per Unit PRSUs (1)(2) Per Unit Balance as of July 1, 2021 854,764 $ 9.91 7,816,743 $ 9.56 Granted 9,475,330 12.60 9,107,424 12.63 Vested ( 3,014,054 ) 12.62 — — Forfeited ( 167,624 ) 12.64 ( 181,054 ) 12.51 Balance as of December 31, 2021 7,148,416 $ 12.27 16,743,113 $ 11.20 Granted 5,019,998 9.01 15,816,619 11.76 Vested ( 3,053,701 ) 12.24 — — Forfeited ( 1,348,552 ) 11.46 ( 2,474,009 ) 11.90 Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 6,598,201 8.72 5,481,499 8.82 Vested ( 4,338,325 ) 8.81 ( 3,860,600 ) 10.06 Forfeited ( 1,851,225 ) 9.53 ( 3,664,948 ) 9.77 Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 (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 Consolidated Statement of Comprehensive Income (Loss) as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Cost of services, exclusive of depreciation and amortization $ 39 $ 40 $ 19 $ 1 Selling, general and administrative 121 141 48 4 Total share-based compensation expense $ 160 $ 181 $ 67 $ 5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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, except for share and per share amounts): Year Ended Year Ended Six Months Ended December 31, December 31, December 31, 2023 2022 2021 Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. - basic $ ( 345 ) $ ( 62 ) $ ( 35 ) Denominator Weighted-average shares outstanding - basic 489,461,259 458,558,192 439,800,624 Basic (net loss) earnings per share $ ( 0.70 ) $ ( 0.14 ) $ ( 0.08 ) Diluted (net loss) earnings per share $ ( 0.70 ) $ ( 0.14 ) $ ( 0.08 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Information regarding the Company’s current reportable segments is as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Employer Solutions Recurring $ 2,695 $ 2,467 $ 1,213 $ 1,049 Project 268 251 134 107 Total Employer Solutions 2,963 2,718 1,347 1,156 Professional Services Recurring 142 128 65 60 Project 279 243 121 124 Total Professional Services 421 371 186 184 Total Reportable Segments 3,384 3,089 1,533 1,340 Other 26 43 21 21 Total revenue $ 3,410 $ 3,132 $ 1,554 $ 1,361 Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Employer Solutions $ 1,033 $ 911 $ 489 $ 392 Professional Services 109 86 44 46 Other ( 2 ) ( 1 ) ( 1 ) ( 3 ) Total Gross Profit 1,140 996 532 435 Selling, general and administrative 754 671 304 222 Depreciation and intangible amortization 339 339 163 111 Goodwill Impairment 148 - - - Operating Income (Loss) ( 101 ) ( 14 ) 65 102 (Gain) Loss from change in fair value of financial instruments 10 ( 38 ) 65 - (Gain) Loss from change in fair value of tax receivable agreement 118 ( 41 ) ( 37 ) - Interest expense 131 122 57 123 Other (income) expense, net 6 ( 16 ) 3 9 Income (Loss) Before Taxes $ ( 366 ) $ ( 41 ) $ ( 23 ) $ ( 30 ) |
Schedule of Revenue and Long-lived Assets by Geographic Location | Revenue by geographic location is as follows (in millions): Successor Predecessor Year Ended Year Ended Six months Ends Six months Ends December 31, December 31, December 31, June 30 2023 2022 2021 2021 United States $ 2,993 $ 2,759 $ 1,358 $ 1,168 Rest of world 417 373 196 193 Total $ 3,410 $ 3,132 $ 1,554 $ 1,361 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Year Ended Year Ended December 31, December 31, 2023 2022 United States $ 389 $ 359 Rest of world 50 47 Total $ 439 $ 406 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 $ 516,919,634 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 645,230,936 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 270,246,116 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 344,387,064 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 Consolidated Balance Sheets are as follows (in millions): December 31, December 31, 2023 2022 Assets Other current assets $ 60 $ 72 Other assets 17 62 Total $ 77 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 3 — Total $ 3 $ — |
Tax Receivable Agreement (Table
Tax Receivable Agreement (Tables) | 12 Months Ended |
Dec. 31, 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 118 Payments ( 7 ) Conversion of noncontrolling interest 109 Ending Balance as of December 31, 2023 795 Less: current portion included in other current liabilities ( 62 ) Total long-term tax receivable agreement liability $ 733 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps $ — $ 3 $ — $ 3 Contingent consideration liability $ — $ — $ 3 $ 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 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) — — 575 575 Total liabilities recorded at fair value $ — $ — $ 684 $ 684 (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): Year Ended December 31 2023 2022 Beginning balance $ 13 $ 33 Measurement period adjustments — ( 2 ) Accretion of contingent consideration — 1 Remeasurement of acquisition-related contingent consideration ( 5 ) ( 15 ) Payments ( 5 ) ( 4 ) Ending Balance $ 3 $ 13 |
Schedule of Fair Value of Debt Classified as Level 2 Within Fairvalue Hierarchy | The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): December 31, 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 2,769 2,780 2,792 2,780 Total $ 2,794 $ 2,805 $ 2,823 $ 2,811 |
Restructuring and Integration (
Restructuring and Integration (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred through December 31, 2023: Twelve Months Ended Estimated Estimated December 31, Inception to Remaining Total 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 11 $ 11 $ 10 $ 21 Other Restructuring Costs (1) 56 56 35 91 Total Employer Solutions $ 67 $ 67 $ 45 $ 112 Professional Services Severance and Related Benefits $ 1 $ 1 $ 3 $ 4 Total Professional Services $ 1 $ 1 $ 3 $ 4 Corporate Severance and Related Benefits $ 15 $ 15 $ 6 $ 21 Other Restructuring Costs (1) 2 2 1 3 Total Corporate $ 17 $ 17 $ 7 $ 24 Total Restructuring Costs $ 85 $ 85 $ 55 $ 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 December 31, 2023, approximately $ 10 million of t he Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 27 58 85 Cash payments ( 21 ) ( 55 ) ( 76 ) Accrued restructuring liability as of December 31, 2023 $ 6 $ 3 $ 9 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 ( 3 ) ( 4 ) ( 7 ) Accrued restructuring liability as of December 31, 2023 $ 1 $ — $ 1 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Operating lease cost $ 22 $ 25 $ 14 $ 16 Finance lease cost: Amortization of leased assets 24 25 12 13 Interest of lease liabilities 2 3 2 2 Variable and short-term lease cost 7 6 3 3 Sublease income ( 6 ) ( 8 ) ( 3 ) ( 4 ) Total lease cost $ 49 $ 51 $ 28 $ 30 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): December 31, December 31, 2023 2022 Operating Leases Operating lease right-of-use assets $ 68 $ 86 Current operating lease liabilities 35 34 Noncurrent operating lease liabilities 71 103 Total operating lease liabilities $ 106 $ 137 Finance Leases Fixed assets, net $ 21 $ 46 Current finance lease liabilities 11 25 Noncurrent finance lease liabilities 7 18 Total finance lease liabilities $ 18 $ 43 Weighted Average Remaining Lease Term (in years) Operating leases 5.6 6.5 Finance leases 2.4 2.0 Weighted Average Discount Rate Operating leases 4.8 % 4.6 % Finance leases 3.8 % 4.3 % |
Schedule of Supplemental cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (in millions): Successor Predecessor Year Ended Year Ended Six Months Ended Six Months Ended December 31, December 31, December 31, June 30, 2023 2022 2021 2021 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 38 $ 48 $ 27 $ 22 Operating cash flows from finance leases 2 2 2 2 Financing cash flows from finance leases 25 30 14 17 Right-of use assets obtained in exchange for lease Operating leases $ 4 $ 11 $ 2 $ 10 Finance leases 12 9 2 2 |
Summary of Future Lease Payments for Lease Obligations | Future lease payments for lease obligations with initial terms in excess of one year as of December 31, 2023 are as follows (in millions): Finance Operating 2024 $ 9 $ 33 2025 5 18 2026 3 17 2027 2 15 2028 — 13 Thereafter — 24 Total lease payments 19 120 Less: amount representing interest ( 1 ) ( 14 ) Total lease obligations, net 18 106 Less: current portion of lease obligations, net ( 11 ) ( 35 ) Total long-term portion of lease obligations, net $ 7 $ 71 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) | Jul. 02, 2021 | Dec. 31, 2023 |
Alight Holdings | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Non-voting ownership percentage held by noncontrolling interest | 5% | |
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 | 95% | |
Business combination, percentage of voting power | 100% |
Accounting Policies and Pract_4
Accounting Policies and Practices - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies And Practices [Line Items] | ||||
Cash and cash equivalents | $ 372 | $ 358 | $ 250 | |
Allowance for expected credit losses | 12 | 9 | ||
Foreign exchange gains (losses) | $ (10) | 1 | ||
Minimum percentage of unrecognized tax benefit likely to be realized | 50% | |||
Fiduciary assets | $ 1,401 | $ 1,509 | ||
Alight Holdings | ||||
Accounting Policies And Practices [Line Items] | ||||
Cash and cash equivalents | $ 460 | |||
Foreign exchange gains (losses) | $ (4) | $ (9) |
Accounting Policies and Pract_5
Accounting Policies and Practices - Summary of Estimated Useful Lives of Assets (Details) | Dec. 31, 2023 |
Capitalized Software | |
Property Plant And Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Capitalized Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Capitalized Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 10 years |
Furniture, Fixtures and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Furniture, Fixtures and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 10 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 6 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 Consolidated Statements of Comprehensive Income (Loss). |
Payroll, Cloud and Leaves 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 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 01, 2021 | Jul. 02, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 3,679 | $ 3,543 | $ 3,679 | ||||
Technology Related Intangibles | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, Useful life | 3 years 6 months | 4 years 6 months | |||||
ReedGroup | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | 86 | ||||||
Goodwill tax deductible | $ 0 | $ 0 | |||||
Foley Trasimene Acquisition Corp | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 5,002 | ||||||
Business combination, deferred underwriting costs related to initial public offering | 36 | ||||||
Business combination, fees related to PIPE Investment | 37 | ||||||
Business combination, acquisition-related costs | 21 | ||||||
Business combination, seller transaction costs | 39 | ||||||
Business combination, advisory and investment banker fees | 36 | ||||||
Business combination, certain executive compensation related expenses | 36 | ||||||
Goodwill | 3,374 | ||||||
Receivables | 484 | ||||||
Other current liabilities | 291 | ||||||
Noncontrolling interest | 799 | ||||||
Goodwill tax deductible | $ 1,600 | ||||||
Foley Trasimene Acquisition Corp | Purchase Accounting Measurement | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 8 | ||||||
Receivables | 2 | ||||||
Other current liabilities | 2 | ||||||
Noncontrolling interest | $ 1 | ||||||
Foley Trasimene Acquisition Corp | Customer Related and Contract Based Intangibles | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, Useful life | 15 years | ||||||
Foley Trasimene Acquisition Corp | Technology Related Intangibles | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, Useful life | 6 years | ||||||
Retiree Health Exchange | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 199 | ||||||
Goodwill | 77 | ||||||
Receivables | 1 | ||||||
Deferred tax assets | 1 | ||||||
Goodwill tax deductible | $ 77 | ||||||
Retiree Health Exchange | Purchase Accounting Measurement | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax assets | $ 1 | ||||||
Retiree Health Exchange | Customer Related and Contract Based Intangibles | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, Useful life | 13 years | ||||||
Retiree Health Exchange | Technology Related Intangibles | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, Useful life | 5 years |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Consideration Transferred (Details) - Foley Trasimene Acquisition Corp $ in Millions | Jul. 02, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration to prior equityholders | $ 1,055 |
Repayment of debt | 1,814 |
Total cash consideration | 2,869 |
Continuing unitholders rollover equity into the Company | 1,414 |
Consideration transferred | 5,002 |
Noncontrolling interest | 799 |
Tax Receivable Agreement | |
Business Acquisition [Line Items] | |
Contingent consideration | 610 |
Seller Earnouts | |
Business Acquisition [Line Items] | |
Contingent consideration | $ 109 |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Consideration Transferred (Parenthetical) (Details) - Foley Trasimene Acquisition Corp - Class A Common Stock $ / shares in Units, shares in Millions, $ in Billions | Jul. 02, 2021 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Business acquisition, equity interest issued, number of shares | shares | 141 |
Business acquisition, equity interest issued, total fair value | $ | $ 1.4 |
Business acquisition, equity interest issued, share price per share | $ / shares | $ 10 |
Acquisitions - Summary of Fin_3
Acquisitions - Summary of Final Purchase Price allocation (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2021 | Jul. 02, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,543 | $ 3,679 | ||
Foley Trasimene Acquisition Corp | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 460 | |||
Receivables | 484 | |||
Fiduciary assets | 1,015 | |||
Other current assets | 162 | |||
Fixed assets | 205 | |||
Other assets | 425 | |||
Accounts payable and accrued liabilities | (327) | |||
Fiduciary liabilities | (1,015) | |||
Other current liabilities | (291) | |||
Debt assumed | (2,370) | |||
Deferred tax liabilities | (3) | |||
Other liabilities | (396) | |||
Intangible assets | 4,078 | |||
Total identifiable net assets | 2,427 | |||
Goodwill | $ 3,374 | |||
Retiree Health Exchange | ||||
Business Acquisition [Line Items] | ||||
Receivables | $ 1 | |||
Other current assets | 29 | |||
Deferred tax assets | 1 | |||
Accounts payable and accrued liabilities | (13) | |||
Intangible assets | 104 | |||
Fair value of net assets acquired and liabilities assumed | 122 | |||
Goodwill | 77 | |||
Total consideration | $ 199 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Definite Lived Trade Names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Useful life | 12 years 4 months 24 days | 13 years 3 months 18 days | |
Technology Related Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Useful life | 3 years 6 months | 4 years 6 months | |
Foley Trasimene Acquisition Corp | Definite Lived Trade Names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 400 | ||
Identifiable intangible assets, Useful life | 15 years | ||
Foley Trasimene Acquisition Corp | Technology Related Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 222 | ||
Identifiable intangible assets, Useful life | 6 years | ||
Foley Trasimene Acquisition Corp | Customer Related and Contract Based Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 3,456 | ||
Identifiable intangible assets, Useful life | 15 years |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Billed and unbilled receivables | $ 710 | $ 687 |
Allowance for expected credit losses | (12) | (9) |
Balance at end of period | $ 698 | $ 678 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2021 | |
Other Financial Data [Line Items] | |||||
Allowance for expected credit losses | $ 12 | $ 9 | |||
Fixed assets, net | 371 | 320 | |||
Contract with customer, liability, revenue recognized | $ 163 | $ 123 | |||
Operating lease expiration period | 2031 | 2031 | |||
Alight Holdings | |||||
Other Financial Data [Line Items] | |||||
Business combination, fixed assets acquired, accumulated depreciation | $ 0 | ||||
Contract with customer, liability, revenue recognized | $ 44 | $ 101 | |||
Finance Leased Assets Included in Computer Equipment | |||||
Other Financial Data [Line Items] | |||||
Fixed assets, net | $ 21 | $ 46 | |||
Interest Rate Swaps | |||||
Other Financial Data [Line Items] | |||||
Derivative asset, noncurrent | $ 17 | $ 62 | |||
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |||
Derivative Asset, Current | $ 60 | $ 72 | |||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | Other Assets, Current | |||
Derivative liability, current | $ 0 | $ 0 | |||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | |||
Derivative liability, noncurrent | $ 3 | $ 0 | |||
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |||
Other Current Liabilities | |||||
Other Financial Data [Line Items] | |||||
Tax receivable agreement liability | $ 62 | $ 7 | |||
Cost of Services, Exclusive of Depreciation and Amortization | |||||
Other Financial Data [Line Items] | |||||
Amortization expense | $ 56 | $ 50 | |||
Cost of Services, Exclusive of Depreciation and Amortization | Alight Holdings | |||||
Other Financial Data [Line Items] | |||||
Amortization expense | $ 31 | $ 33 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 50 | $ 43 |
Prepaid expenses | 63 | 68 |
Commissions receivable | 107 | 149 |
Other | 99 | 119 |
Total | $ 319 | $ 379 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 371 | $ 342 |
Operating lease right of use asset | 68 | 86 |
Commissions receivable | 22 | 28 |
Other | 36 | 86 |
Total | $ 497 | $ 542 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Fixed Assets, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | $ 582 | $ 426 |
Less: Accumulated depreciation | 211 | 106 |
Fixed assets, net | 371 | 320 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 340 | 183 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 47 | 42 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 122 | 116 |
Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 14 | 12 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | $ 59 | $ 73 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 148 | $ 141 |
Operating lease liabilities | 35 | 34 |
Finance lease liabilities | 11 | 25 |
Other | 123 | 100 |
Total | $ 317 | $ 300 |
Other Financial Data - Summar_6
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 82 | $ 93 |
Operating lease liabilities | 71 | 103 |
Finance lease liabilities | 7 | 18 |
Unrecognized tax positions | 13 | 13 |
Other | 37 | 54 |
Total | $ 210 | $ 281 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2021 | $ 3,679 | |
Acquisitions | 10 | [1] |
Impairment | (148) | [2] |
Foreign currency translation | 2 | |
Balance as of December 31, 2022 | 3,543 | |
Employer Solutions | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2021 | 3,606 | |
Acquisitions | 10 | [1] |
Impairment | (148) | [2] |
Foreign currency translation | 2 | |
Balance as of December 31, 2022 | 3,470 | |
Professional Services | ||
Goodwill [Line Items] | ||
Balance as of December 31, 2021 | 73 | |
Balance as of December 31, 2022 | $ 73 | |
[1] Amounts relate to measurement period adjustments from prior acquisitions. Amounts relate to a non-cash goodwill impairment charge related to the Company's Cloud Services reporting unit. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Finite Lived Intangible Assets [Line Items] | |||||
Impairment of goodwill | $ 148 | ||||
Amortization of intangible assets | $ 153 | $ 100 | $ 319 | $ 316 | |
Increase in hypothetical basis point in discount rate | 0.0025 | ||||
Decrease in hypothetical basis point in long-term growth rate | 0.0050 | ||||
Non cash goodwill impairment charge | [1] | $ (148) | |||
Goodwill | 3,543 | $ 3,679 | |||
Health Solutions | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Impairment of goodwill | $ 82 | ||||
Maximum percentage reporting units exceeded carrying values | 1.80% | ||||
Goodwill | $ 3,084 | ||||
Wealth Solutions | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Maximum percentage reporting units exceeded carrying values | 7.10% | ||||
Goodwill | $ 128 | ||||
Health and Wealth Solutions | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Utilized discount rate | 11.50% | ||||
Goodwill long-term growth rate | 3.50% | ||||
Cloud Services | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Utilized discount rate | 12% | ||||
Goodwill long-term growth rate | 3.50% | ||||
Non cash goodwill impairment charge | $ 148 | ||||
Goodwill | $ 258 | ||||
Professional Services | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Utilized discount rate | 15% | ||||
Maximum percentage reporting units exceeded carrying values | 0.70% | ||||
Goodwill long-term growth rate | 3% | ||||
Reporting unit fair value exceeded its carrying value | $ 1 | ||||
Goodwill | $ 73 | ||||
[1] Amounts relate to a non-cash goodwill impairment charge related to the Company's Cloud Services reporting unit. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | $ 4,342 | $ 4,341 |
Intangible assets, Accumulated Amortization | 788 | 469 |
Intangible assets, Net Carrying Amount | 3,554 | |
Intangible assets, Net Carrying Amount | 3,554 | 3,872 |
Customer Related and Contract Based Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 3,671 | 3,670 |
Intangible assets, Accumulated Amortization | 610 | 364 |
Intangible assets, Net Carrying Amount | 3,061 | 3,306 |
Technology Related Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 263 | 263 |
Intangible assets, Accumulated Amortization | 108 | 63 |
Intangible assets, Net Carrying Amount | 155 | 200 |
Trade Name | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 408 | 408 |
Intangible assets, Accumulated Amortization | 70 | 42 |
Intangible assets, Net Carrying Amount | $ 338 | $ 366 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,554 | |
Intangible assets, Net Carrying Amount | 3,554 | $ 3,872 |
Customer Related and Contract Based Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,061 | $ 3,306 |
Intangible assets, Weighted Average Remaining Useful Lives | 12 years 6 months | 13 years 6 months |
Technology Related Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 155 | $ 200 |
Intangible assets, Weighted Average Remaining Useful Lives | 3 years 6 months | 4 years 6 months |
Trade Name | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 338 | $ 366 |
Intangible assets, Weighted Average Remaining Useful Lives | 12 years 4 months 24 days | 13 years 3 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
2024 | $ 319 | |
2025 | 318 | |
2026 | 317 | |
2027 | 295 | |
2028 | 274 | |
Thereafter | 2,031 | |
Intangible assets, Net Carrying Amount | 3,554 | |
Customer Related and Contract Based Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 | 246 | |
2025 | 246 | |
2026 | 246 | |
2027 | 246 | |
2028 | 246 | |
Thereafter | 1,831 | |
Intangible assets, Net Carrying Amount | 3,061 | $ 3,306 |
Technology Related Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 | 44 | |
2025 | 44 | |
2026 | 44 | |
2027 | 22 | |
2028 | 1 | |
Intangible assets, Net Carrying Amount | 155 | 200 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 | 29 | |
2025 | 28 | |
2026 | 27 | |
2027 | 27 | |
2028 | 27 | |
Thereafter | 200 | |
Intangible assets, Net Carrying Amount | $ 338 | $ 366 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (109.00%) | 16% | 1% | (76.00%) |
U.S. statutory corporate income tax rate | 21% | 21% | 21% | |
Valuation allowances increased (decreased) | $ 13 | $ (99) | ||
US tax credits valuation allowance | 10 | |||
Net operating losses valuation allowance | 3 | |||
Liability uncertain tax positions would impact the effective tax rate | 8 | 8 | ||
Accrued potential interest and penalties | 6 | 6 | ||
U.S. | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | $ 165 | $ 213 |
Income Taxes - Schedule of (Los
Income Taxes - Schedule of (Loss) income before income tax expense (benefit) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||||
U.S. (loss) income | $ (14) | $ (301) | $ (27) | |
Non-U.S. (loss) income | (9) | (65) | (14) | |
Income (Loss) Before Taxes | (23) | (366) | (41) | |
Alight Holdings | ||||
Income Tax Examination [Line Items] | ||||
U.S. (loss) income | $ (28) | |||
Non-U.S. (loss) income | (2) | |||
Income (Loss) Before Taxes | $ (23) | $ (30) | $ (366) | $ (41) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||||
Federal | $ 17 | $ (10) | $ (10) | |
State | 3 | 11 | 5 | |
Foreign | 6 | 4 | 10 | |
Total current tax expense (benefit) | 26 | 5 | 5 | |
Deferred tax expense (benefit): | ||||
Federal | (3) | 18 | ||
State | (8) | 6 | ||
Foreign | (1) | 2 | 2 | |
Total deferred tax (benefit) expense | (1) | (9) | 26 | |
Total income tax expense (benefit) | $ 25 | $ (4) | $ 31 | |
Alight Holdings | ||||
Current | ||||
Federal | $ 1 | |||
Foreign | (5) | |||
Total current tax expense (benefit) | (4) | |||
Deferred tax expense (benefit): | ||||
Foreign | (1) | |||
Total deferred tax (benefit) expense | (1) | |||
Total income tax expense (benefit) | $ (5) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Effective Tax Rate (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||||
(Loss) income before income tax expense (benefit) | $ (23) | $ (366) | $ (41) | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Provision for income taxes at the statutory rate | (5) | (77) | (9) | |
State income taxes, net of federal benefit | 3 | (1) | 3 | |
Jurisdictional rate differences | (11) | 10 | 8 | |
Changes in valuation allowances | 23 | 10 | 39 | |
Benefit of income not allocated to the Company | 1 | 2 | 6 | |
Income in separate U.S. tax consolidations | 16 | 1 | 15 | |
Non-deductible expenses | 8 | 63 | 4 | |
Tax credits | (4) | (14) | (7) | |
Change in uncertain tax positions | (5) | (28) | ||
Other | (1) | 2 | ||
Total income tax expense (benefit) | $ 25 | $ (4) | $ 31 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Provision for income taxes at the statutory rate | 21% | 21% | 21% | |
State income taxes, net of federal benefit | (12.00%) | (7.00%) | ||
Jurisdictional rate differences | 49% | (3.00%) | (20.00%) | |
Changes in valuation allowances | (100.00%) | (3.00%) | (95.00%) | |
Benefit of income not allocated to the Company | (4.00%) | (1.00%) | (14.00%) | |
Income in separate U.S. tax consolidations | (68.00%) | (37.00%) | ||
Non-deductible expenses | (35.00%) | (17.00%) | (9.00%) | |
Tax credits | 19% | 4% | 17% | |
Change in uncertain tax positions | 24% | 68% | ||
Other | (3.00%) | |||
Income tax expense (benefit) | (109.00%) | 16% | 1% | (76.00%) |
Alight Holdings | ||||
Income Tax Contingency [Line Items] | ||||
(Loss) income before income tax expense (benefit) | $ (23) | $ (30) | $ (366) | $ (41) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Jurisdictional rate differences | 1 | |||
Changes in valuation allowances | (2) | |||
Non-deductible expenses | (2) | |||
Other | (2) | |||
Total income tax expense (benefit) | $ (5) | |||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Jurisdictional rate differences | (3.00%) | |||
Changes in valuation allowances | 6% | |||
Non-deductible expenses | 6% | |||
Other | 7% | |||
Income tax expense (benefit) | 16% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Employee benefit plans | $ 1 | $ 3 |
Interest expense carryforward | 64 | 55 |
Other credits | 57 | 39 |
Tax receivable agreement | 114 | 72 |
Other accrued expenses | 1 | |
Seller Earnouts | 12 | 11 |
Intangible assets | 4 | |
Net operating losses | 165 | 213 |
Other | 3 | 5 |
Total | 421 | 398 |
Valuation allowance on deferred tax assets | (140) | (127) |
Total | 281 | 271 |
Deferred tax liabilities | ||
Intangible assets | (45) | (32) |
Investment in partnership | (194) | (254) |
Interest rate swap | (15) | (30) |
Other | (18) | (9) |
Total | (272) | (325) |
Net deferred tax (liability) asset | $ 9 | |
Net deferred tax (liability) asset | $ (54) |
Income Taxes - Schedule of Amou
Income Taxes - Schedule of Amount of Uncertain Tax Positions (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Beginning balance | $ 35 | $ 34 | $ 8 | $ 30 |
Lapse of statute of limitations | (5) | 0 | (22) | |
Additions for tax positions of prior years | 1 | |||
Ending balance | $ 30 | $ 35 | $ 8 | $ 8 |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Gross debt | $ 2,794 | |||
Total debt, net | 2,794 | $ 2,823 | ||
Less: current portion of long term debt, net | (25) | (31) | ||
Total long-term debt, net | $ 2,769 | 2,792 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Gross debt | 65 | |||
Maturity Date | May 01, 2024 | |||
Term Loan, B-1 | ||||
Debt Instrument [Line Items] | ||||
Gross debt | 2,448 | |||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | ||
Fifth Incremental Term Loans | ||||
Debt Instrument [Line Items] | ||||
Gross debt | $ 2,488 | |||
Total debt, net | $ 2,507 | |||
Maturity Date | Aug. 31, 2028 | |||
Secured Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Gross debt | $ 306 | $ 310 | ||
Maturity Date | Jun. 01, 2025 | |||
$300 million Revolving Credit Facility, Amended | ||||
Debt Instrument [Line Items] | ||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Parenthetical) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2021 |
Term Loan, B-1 | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | ||
Fifth Incremental Term Loans | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | ||
$300 million 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2023 | Aug. 31, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||
Debt balance | $ 2,794,000,000 | $ 2,823,000,000 | |||||||||
Amortization of financing fees and benefits | $ (2,000,000) | (2,000,000) | (2,000,000) | ||||||||
Interest expense related to debt instruments | $ 53,000,000 | 219,000,000 | 138,000,000 | ||||||||
Alight Holdings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of financing fees and benefits | 9,000,000 | ||||||||||
Interest expense related to debt instruments | 105,000,000 | ||||||||||
Interest Expense | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of financing fees and benefits | 2,000,000 | 8,000,000 | $ 2,000,000 | $ 3,000,000 | |||||||
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 | ||||||||||
$300m Revolving Credit Facility, Amended | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | |||||||||
Line of credit, maximum borrowing capacity | $ 294,000,000 | $ 300,000,000 | |||||||||
Unused letters of credit | 3,000,000 | ||||||||||
Proceeds from Lines of Credit | $ 0 | ||||||||||
$300m Revolving Credit Facility, Amended | 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 | ||||||||||
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 | $ 571,000,000 | $ 25,000,000 | $ 31,000,000 | ||||||||
Term Loan, Amended | Alight Holdings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance | $ 1,986,000,000 | ||||||||||
Maturity Date | Oct. 31, 2026 | ||||||||||
Principal payment | $ 13,000,000 | ||||||||||
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 | ||||||||||
Term Loan, B-1 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate increase in debt liability | $ 65,000,000 | ||||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | |||||||||
Term Loan, B-1 [Member] | SOFR | Minimum | Alight Holdings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable interest rate | 2.75% | ||||||||||
Term Loan, B-1 [Member] | SOFR | Maximum | Alight Holdings | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable interest rate | 3% | ||||||||||
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 | ||||||||||
Fifth Incremental Term Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt balance | $ 2,507,000,000 | ||||||||||
Maturity Date | Aug. 31, 2028 |
Debt - Schedule of Aggregate Co
Debt - Schedule of Aggregate Contractual Principal Payments (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 25 |
2025 | 325 |
2026 | 25 |
2027 | 25 |
2028 | 2,394 |
Total payments | $ 2,794 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||||||
Aug. 16, 2023 $ / shares shares | Mar. 06, 2023 $ / shares shares | Jun. 30, 2021 shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Dec. 31, 2022 $ / 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 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, issued | 0 | 0 | |||||||
Preferred stock, outstanding | 0 | 0 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Increase in equity | $ | $ 344,000,000 | ||||||||
Additional paid-in-capital deferred tax liabilities | $ | 43,000,000 | ||||||||
Common stock repurchase, authorized amount | $ | $ 100,000,000 | ||||||||
Remaining authorized amount for future share repurchase program | $ | 48,000,000 | ||||||||
Tax Receivable Agreement Liability | |||||||||
Class Of Stock [Line Items] | |||||||||
Additional TRA liability | $ | $ 109,000,000 | ||||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 510,888,937 | 478,300,000 | |||||||
Common stock, shares outstanding | 510,888,937 | 478,300,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Conversion of stock | 34,519,247 | ||||||||
Number of shares repurchased | 4,921,468 | ||||||||
Total cost | $ | $ 40,000,000 | ||||||||
Class A Common Stock | Secondary Offering | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares issued | 22,500,000 | 46,000,000 | |||||||
Public offering price | $ / shares | $ 7.98 | $ 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 issued | 3,321,260 | ||||||||
Common stock, shares outstanding | 3,321,260 | ||||||||
Class B Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 9,900,000 | 10,000,000 | |||||||
Common stock, shares outstanding | 9,900,000 | 10,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Issuance of common units | 14,999,998 | ||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||||
Unvested Common Class B | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of employee compensation | 470,760 | ||||||||
Class B-1 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 4,951,235 | ||||||||
Common stock, shares outstanding | 4,951,235 | ||||||||
Common stock shares related to employee compensation, unvested | 235,380 | ||||||||
Common stock conversion, description | 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). | ||||||||
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 | $ 12.5 | ||||||||
Class B-1 Common Shares | Alight Holdings | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 2,548,764 | ||||||||
Common stock, shares outstanding | 2,548,764 | ||||||||
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 Class A common shares 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 | 4,951,235 | ||||||||
Common stock, shares outstanding | 4,951,235 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Common stock shares related to employee compensation, unvested | 235,380 | ||||||||
Common stock conversion, description | Class B-2 Common Stock vest and automatically convert into shares of Class A common shares 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 | 2,548,764 | ||||||||
Common stock, shares outstanding | 2,548,764 | ||||||||
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 | ||||||||
Common stock, shares outstanding | 0 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Common stock, shares authorized | 10,000,000 | ||||||||
Class V Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 29,000,000 | 63,500,000 | |||||||
Common stock, shares outstanding | 29,000,000 | 63,500,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares conversion ratio | 1 | ||||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | |||||||
Common shares, votes per share | Vote | 1 | ||||||||
Shares, outstanding | 28,962,218 | 63,481,465 | |||||||
Shares issued | 28,962,218 | ||||||||
Conversion of stock | (34,519,247) | ||||||||
Class Z Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 3,420,215 | 5,600,000 | 8,671,507 | ||||||
Common stock, shares outstanding | 3,420,215 | 5,600,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 12,900,000 | 12,900,000 | |||||||
Shares, outstanding | 3,420,215 | 5,595,577 | |||||||
Class Z-A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 2,988,649 | ||||||||
Common stock, shares outstanding | 2,988,649 | ||||||||
Class Z-B-1 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 215,783 | ||||||||
Common stock, shares outstanding | 215,783 | ||||||||
Class Z-B-2 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 215,783 | ||||||||
Common stock, shares outstanding | 215,783 | ||||||||
Class Z Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 1,880,117 | ||||||||
Class Z-A Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 1,642,881 | ||||||||
Common stock, shares outstanding | 1,642,881 | ||||||||
Class Z-B-1 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 118,618 | ||||||||
Common stock, shares outstanding | 118,618 | ||||||||
Class Z-B-2 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares issued | 118,618 | ||||||||
Common stock, shares outstanding | 118,618 | ||||||||
Class A Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 539,851,156 | ||||||||
Shares, outstanding | 510,888,938 | ||||||||
Held by non controlling interest | 28,962,218 | ||||||||
Common Class A | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units/stock voting rights | Each holder of Class A common units is entitled to one vote per unit. | ||||||||
Common Class A | Alight Holdings | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units granted | 0 | 0 | |||||||
Common Class A-1 Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units/stock voting rights | Holders of Class A-1 common units are not entitled to voting rights. | ||||||||
Common Class A-1 Units | Alight Holdings | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units granted | 643 | 0 | |||||||
Common Class B Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units/stock voting rights | Holders of Class B common units are not entitled to voting rights. | ||||||||
Common Class B Units | Alight Holdings | |||||||||
Class Of Stock [Line Items] | |||||||||
Common units granted | 0 | 7,459 | 2,587 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) | 12 Months Ended | |
Dec. 31, 2023 shares | ||
Treasury | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 1,506,385 | |
Share repurchases | 4,921,468 | |
Balance, Shares | 6,427,853 | |
Common Class A | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 470,756,961 | [1] |
Conversion of noncontrolling interest | 34,519,247 | [1] |
Shares granted upon vesting | 7,129,735 | [1] |
Issuance for compensation to non-employees | 83,203 | [1],[2] |
Share repurchases | (4,921,468) | [1] |
Balance, Shares | 507,567,678 | [1] |
Common Class B1 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,990,453 | |
Share forfeitures | (39,218) | |
Balance, Shares | 4,951,235 | |
Common Class B2 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,990,453 | |
Share forfeitures | (39,218) | |
Balance, Shares | 4,951,235 | |
Class V Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 63,481,465 | |
Conversion of noncontrolling interest | (34,519,247) | |
Balance, Shares | 28,962,218 | |
Class Z Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 5,595,577 | |
Shares granted upon vesting | (2,175,362) | |
Balance, Shares | 3,420,215 | |
[1] Does not include 3,321,260 of unvested shares of Class A Common Stock as of December 31, 2023 . Issued to certain members of the Board of Directors in lieu of cash retainer. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Parenthetical) (Details) | Dec. 31, 2023 shares |
Unvested Common Class A [Member] | |
Class of Stock [Line Items] | |
Common Stock, Shares, Outstanding | 3,321,260 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $ 5,089 | |
Balance | 4,742 | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (11) | [1] |
Other comprehensive income (loss) before reclassifications | 10 | [1] |
Tax (expense) benefit | (2) | [1] |
Other comprehensive income (loss) before reclassifications, net of tax | 8 | [1] |
Net current period other comprehensive income (loss), net of tax | 8 | [1] |
Balance | (3) | [1] |
Interest Rate Swaps | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | 106 | [2] |
Other comprehensive income (loss) before reclassifications | 33 | [2] |
Tax (expense) benefit | 15 | [2] |
Other comprehensive income (loss) before reclassifications, net of tax | 48 | [2] |
Amounts reclassified from accumulated other comprehensive loss | (80) | [2] |
Amounts reclassified from accumulated other comprehensive income, net of tax | (80) | [2] |
Net current period other comprehensive income (loss), net of tax | (32) | [2] |
Balance | 74 | [2] |
Accumulated Other Comprehensive (Loss) Income | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | 95 | |
Other comprehensive income (loss) before reclassifications | 43 | |
Tax (expense) benefit | 13 | |
Other comprehensive income (loss) before reclassifications, net of tax | 56 | |
Amounts reclassified from accumulated other comprehensive loss | (80) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | (80) | |
Net current period other comprehensive income (loss), net of tax | (24) | |
Balance | $ 71 | |
[1] Foreign currency translation adjustments include $ 5 million gains related to intercompany loans that have been designated long-term investment nature. Reclassifications from this category are recorded in Interest expense. See Note 13 "Derivative Financial Instruments" for additional information. |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Intercompany foreign currency translation adjustments | $ 5 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Employee Stock Purchase Plan [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares issued | shares | 1,499,751 | ||||
Employee Stock Purchase Plan [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% | ||||
Employee Stock Purchase Plan [Member] | Class A Common Stock | Minimum | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 1% | ||||
Employee Stock Purchase Plan [Member] | Class A Common Stock | Maximum | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 10% | ||||
Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 48 | ||||
Total future compensation expense | $ 57 | ||||
Remaining weighted-average amortization period | 1 year 6 months | ||||
RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 58 | ||||
Total future compensation expense | $ 50 | ||||
Remaining weighted-average amortization period | 1 year 6 months | ||||
RSUs and PRSUs[Member] | |||||
Class Of Stock [Line Items] | |||||
Share-based compensation | $ 67 | $ 160 | $ 181 | ||
RSUs and PRSUs[Member] | Volatility | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.45 | ||||
RSUs and PRSUs[Member] | Risk-free Interest Rate | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.01 | ||||
RSUs and PRSUs[Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 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 | Class A Common Stock | Minimum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 2 years | ||||
Replacement Awards Member | Class A Common Stock | Maximum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 5 years | ||||
2021 Omnibus Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Remaining shares of common stock authorized | shares | 86,428,864 | ||||
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 | 60% | ||||
2021 Omnibus Incentive Plan | Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of units granted subject to vesting requirements | 40% | ||||
Employee Stock Purchase Plan [Member] | |||||
Class Of Stock [Line Items] | |||||
Remaining shares available for grant | shares | 11,961,530 | ||||
Share-based compensation | $ 2 |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Summary of Unit Activity related to RSUs (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | ||
RSUs [Member] | Predecessor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | 2,614 | 2,999 | 2,907 | |||
Granted | 254 | 1,990 | ||||
Vested | (517) | (944) | ||||
Forfeited | (121) | (954) | ||||
Ending Balance | 2,614 | 2,999 | ||||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 6,741 | $ 4,563 | $ 4,785 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 28,875 | 4,578 | ||||
Weighted Average Grant Date Fair Value Per Unit, Vested | 5,459 | 5,374 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 4,527 | 4,491 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 6,741 | $ 4,563 | ||||
RSUs [Member] | Successor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | [1] | 854,764 | 7,766,161 | 7,148,416 | ||
Granted | [1] | 9,475,330 | 6,598,201 | 5,019,998 | ||
Vested | [1] | (3,014,054) | (4,338,325) | (3,053,701) | ||
Forfeited | [1] | (167,624) | (1,851,225) | (1,348,552) | ||
Ending Balance | [1] | 7,148,416 | 854,764 | 8,174,812 | 7,766,161 | |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 9.91 | $ 11.38 | $ 12.27 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.6 | 8.82 | 9.01 | |||
Weighted Average Grant Date Fair Value Per Unit, Vested | 12.62 | 10.06 | 12.24 | |||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.64 | 9.77 | 11.46 | |||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 12.27 | $ 9.91 | $ 11.25 | $ 11.38 | ||
Performance-based RSUs [Member] | Predecessor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | 9,045 | 9,223 | 7,563 | |||
Granted | 389 | 5,469 | ||||
Forfeited | (567) | (3,809) | ||||
Ending Balance | 9,045 | 9,223 | ||||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 4,888 | $ 4,015 | $ 3,350 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 24,420 | 4,572 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 2,626 | 3,513 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 4,888 | $ 4,015 | ||||
Performance-based RSUs [Member] | Successor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | [1],[2] | 7,816,743 | 30,085,723 | 16,743,113 | ||
Granted | [1],[2] | 9,107,424 | 5,481,499 | 15,816,619 | ||
Vested | [1],[2] | (3,860,600) | ||||
Forfeited | [1],[2] | (181,054) | (3,664,948) | (2,474,009) | ||
Ending Balance | [1],[2] | 16,743,113 | 7,816,743 | 28,041,674 | 30,085,723 | |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 9.56 | $ 10.28 | $ 11.2 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.63 | 8.72 | 11.76 | |||
Weighted Average Grant Date Fair Value Per Unit, Vested | 8.81 | |||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.51 | 9.53 | 11.9 | |||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 11.2 | $ 9.56 | $ 9.78 | $ 10.28 | ||
[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 | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 67 | $ 160 | $ 181 | |
Alight Holdings | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 5 | |||
Cost of services [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | 19 | 39 | 40 | |
Cost of services [Member] | Alight Holdings | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | 1 | |||
Selling, general and administrative expenses [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 48 | $ 121 | $ 141 | |
Selling, general and administrative expenses [Member] | Alight Holdings | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 4 |
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 | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||||
Net (loss) income attributable to Alight, Inc. - basic | $ (35) | $ (345) | $ (62) | $ (35) |
Denominator | ||||
Weighted-average shares outstanding - basic | 489,461,259 | 458,558,192 | 439,800,624 | |
Basic (net loss) earnings per share | $ (0.08) | $ (0.7) | $ (0.14) | $ (0.08) |
Diluted (net loss) earnings per share | $ (0.08) | $ (0.7) | $ (0.14) | $ (0.08) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,007,072 | 10,080,390 | 7,624,817 |
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 |
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 | 16,036,220 | 27,411,360 | 32,852,974 |
Noncontrolling Interest | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 77,459,687 | 28,962,218 | 63,481,465 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable Segments by Revenue (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,554 | $ 3,410 | $ 3,132 | |
Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,554 | $ 1,361 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26 | 43 | ||
Other | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 21 | 21 | ||
Operating Segments | Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,963 | 2,718 | ||
Operating Segments | Employer Solutions | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,347 | 1,156 | ||
Operating Segments | Employer Solutions | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,695 | 2,467 | ||
Operating Segments | Employer Solutions | Recurring | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,213 | 1,049 | ||
Operating Segments | Employer Solutions | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 268 | 251 | ||
Operating Segments | Employer Solutions | Project | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 134 | 107 | ||
Operating Segments | Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 421 | 371 | ||
Operating Segments | Professional Services | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 186 | 184 | ||
Operating Segments | Professional Services | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 142 | 128 | ||
Operating Segments | Professional Services | Recurring | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 65 | 60 | ||
Operating Segments | Professional Services | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 279 | 243 | ||
Operating Segments | Professional Services | Project | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 121 | 124 | ||
Operating Segments | Total Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,384 | $ 3,089 | ||
Operating Segments | Total Reportable Segments | Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,533 | $ 1,340 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Current Reportable Segments by Segment Profit (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative | $ 304 | $ 754 | $ 671 | |
Depreciation and intangible amortization | 163 | 339 | 339 | |
Goodwill impairment | 148 | |||
Operating Income (Loss) | 65 | (101) | (14) | |
(Gain) Loss from change in fair value of financial instruments | 65 | 10 | (38) | |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 118 | (41) | |
Interest expense | 57 | 131 | 122 | |
Other (income) expense, net | 3 | 6 | (16) | |
Income (Loss) Before Taxes | (23) | (366) | (41) | |
Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 532 | $ 435 | 1,140 | 996 |
Selling, general and administrative | 304 | 222 | 754 | 671 |
Depreciation and intangible amortization | 163 | 111 | 339 | 339 |
Goodwill impairment | 0 | 0 | 148 | 0 |
Operating Income (Loss) | 65 | 102 | (101) | (14) |
(Gain) Loss from change in fair value of financial instruments | 65 | 0 | 10 | (38) |
(Gain) loss from change in fair value of tax receivable agreement | (37) | 0 | 118 | (41) |
Interest expense | 57 | 123 | 131 | 122 |
Other (income) expense, net | 3 | 9 | 6 | (16) |
Income (Loss) Before Taxes | (23) | (30) | (366) | (41) |
Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 489 | 392 | 1,033 | 911 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 44 | 46 | 109 | 86 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | $ (1) | $ (3) | $ (2) | $ (1) |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Revenue and Long-lived Assets by Geographic Location (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 1,554 | $ 3,410 | $ 3,132 | |
Long-lived assets | 439 | 406 | ||
Alight Holdings | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 1,554 | $ 1,361 | ||
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 2,993 | 2,759 | ||
Long-lived assets | 389 | 359 | ||
United States | Alight Holdings | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 1,358 | 1,168 | ||
Rest of World | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 417 | 373 | ||
Long-lived assets | $ 50 | $ 47 | ||
Rest of World | Alight Holdings | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 196 | $ 193 |
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 | 12 Months Ended |
Dec. 31, 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 December 31, 2023 | $ 516,919,634 |
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 December 31, 2023 | $ 645,230,936 |
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 December 31, 2023 | $ 270,246,116 |
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 December 31, 2023 | $ 344,387,064 |
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 December 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 December 31, 2023 | $ 150,000,000 |
Fixed Rate | 3.91% |
Expiration Date | 2026-12 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative [Line Items] | |
Derivative gains | $ 64 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives Fair Value [Line Items] | ||
Total Assets | $ 77 | $ 134 |
Total Liabilities | 3 | 0 |
Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 60 | 72 |
Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 17 | 62 |
Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | 0 | 0 |
Other Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | $ 3 | $ 0 |
Financial Instruments - Seller
Financial Instruments - Seller Earnouts - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of seller earnouts | $ 95 | $ 96 |
(Gain) loss from change in fair value of seller earnouts | 2 | 38 |
Common Class Z | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
(Gain) loss 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 | 4 years 6 months 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 | 3.88 |
Financial Instruments - Warrant
Financial Instruments - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | May 26, 2020 | |
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 0 | 0 | 0 | 0 | |
Warrants expiration date | Jul. 02, 2026 | ||||
Warrants expiration term | 5 years | ||||
Redemption price per warrant (in dollars per share) | $ 0.10 | ||||
Number of warrants redeemed | 742,918 | ||||
Loss (gain) from change in fair value of warrant liabilities | $ 39 | ||||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Redemption price per warrant (in dollars per share) | $ 0.01 | ||||
Stock price trigger for redemption of warrants (in dollars per share) | 18 | ||||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Redemption price per warrant (in dollars per share) | 0.10 | ||||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Stock price trigger for redemption of warrants (in dollars per share) | 10 | ||||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | Maximum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | ||||
Class A Common Stock | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants issued | 15,315,429 | ||||
Private Placement Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of shares issuable per warrant | 1 | 1 | |||
Private Placement Warrants | Class A Common Stock | |||||
Class Of Warrant Or Right [Line Items] | |||||
Share price per share | $ 11.50 | $ 11.50 | |||
FTAC | Forward Purchase Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants to be purchased | 10,000,000 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Tax Receivable Agreement Liability | ||
Financing Receivable, Past Due [Line Items] | ||
Federal, state and local income tax rate | 27% | |
Additional TRA liability | $ 109 | |
TRA liability balance measured at fair value on a recurring basis | $ 795 | $ 575 |
Tax Receivable Agreement Liability | Discount Rate | ||
Financing Receivable, Past Due [Line Items] | ||
Measurement Input | 7.9 | |
Tax Receivable Agreement Liability, Discounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 634 | |
Tax Receivable Agreement Liability, Undiscounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 161 |
Tax Receivable Agreement - Summ
Tax Receivable Agreement - Summary of Changes to TRA Liability (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total long-term tax receivable agreement liability | $ 733 | $ 568 |
Tax Receivable Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 575 | |
Fair value remeasurement | 118 | |
Payments | (7) | |
Conversion of noncontrolling interest | 109 | |
Ending Balance | 795 | |
Less: current portion included in other current liabilities | (62) | |
Total long-term tax receivable agreement liability | $ 733 |
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 | Dec. 31, 2023 | Dec. 31, 2022 | |
Assets | |||
Total assets recorded at fair value | $ 77 | $ 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 735 | 684 | |
Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 77 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 3 | 13 | |
Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 95 | 96 | |
Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | 634 | 575 |
Level 2 | |||
Assets | |||
Total assets recorded at fair value | 77 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Level 2 | Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 77 | 134 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Level 3 | |||
Liabilities | |||
Total liabilities recorded at fair value | 732 | 684 | |
Level 3 | Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 3 | 13 | |
Level 3 | Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 95 | 96 | |
Level 3 | Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | $ 634 | $ 575 |
[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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning balance | $ 13 | $ 33 |
Measurement period adjustments | 0 | (2) |
Accretion of contingent consideration | 0 | 1 |
Remeasurement of acquisition-related contingent consideration | (5) | (15) |
Payments | (5) | (4) |
Ending Balance | $ 3 | $ 13 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value of Debt Classified as Level 2 Within Fair value Hierarchy (Details) - USD ($) $ in Millions | Dec. 31, 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 | 2,769 | 2,792 |
Total debt, net | 2,794 | 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 | 2,769 | 2,792 |
Total debt, net | 2,794 | 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 ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 and Integration -
Restructuring and Integration - Additional Information (Details) - USD ($) $ in Millions | Feb. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | $ 140 | ||
Total expenses | 85 | ||
Accounts Payable and Accrued Liabilites | |||
Restructuring Cost And Reserve [Line Items] | |||
Accrued restructuring liability | 10 | ||
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 | 40 | ||
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Maximum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 50 | ||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Minimum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 90 | ||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Maximum | |||
Restructuring Cost And Reserve [Line Items] | |||
Estimated restructuring and related cost | 100 | ||
The Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Total expenses | 85 | ||
Accrued restructuring liability | 1 | $ 8 | |
The Plan [Member] | Severance Charges | |||
Restructuring Cost And Reserve [Line Items] | |||
Accrued restructuring liability | $ 1 | $ 4 |
Restructuring and Integration_2
Restructuring and Integration - Summary of Restructuring Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | $ 85 |
Inception to Date | 85 |
Estimated Remaining Costs | 55 |
Estimated Total Cost | 140 |
Employer Solutions | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 67 |
Inception to Date | 67 |
Estimated Remaining Costs | 45 |
Estimated Total Cost | 112 |
Employer Solutions | Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 11 |
Inception to Date | 11 |
Estimated Remaining Costs | 10 |
Estimated Total Cost | 21 |
Employer Solutions | Other Restructuring Costs | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 56 |
Inception to Date | 56 |
Estimated Remaining Costs | 35 |
Estimated Total Cost | 91 |
Professional Services | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 1 |
Inception to Date | 1 |
Estimated Remaining Costs | 3 |
Estimated Total Cost | 4 |
Professional Services | Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 1 |
Inception to Date | 1 |
Estimated Remaining Costs | 3 |
Estimated Total Cost | 4 |
Corporate | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 17 |
Inception to Date | 17 |
Estimated Remaining Costs | 7 |
Estimated Total Cost | 24 |
Corporate | Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 15 |
Inception to Date | 15 |
Estimated Remaining Costs | 6 |
Estimated Total Cost | 21 |
Corporate | Other Restructuring Costs | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 2 |
Inception to Date | 2 |
Estimated Remaining Costs | 1 |
Estimated Total Cost | $ 3 |
Restructuring and Integration_3
Restructuring and Integration - Schedule of Accrued Restructuring Liability (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Transformation Program | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | $ 85 |
Cash payments | (76) |
Accrued restructuring liability, Ending Balance | 9 |
The Plan [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 8 |
Cash payments | (7) |
Accrued restructuring liability, Ending Balance | 1 |
Severance and Related Benefits | Transformation Program | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | 27 |
Cash payments | (21) |
Accrued restructuring liability, Ending Balance | 6 |
Severance and Related Benefits | The Plan [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 4 |
Cash payments | (3) |
Accrued restructuring liability, Ending Balance | 1 |
Other Restructuring Costs | Transformation Program | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring charges | 58 |
Cash payments | (55) |
Accrued restructuring liability, Ending Balance | 3 |
Other Restructuring Costs | The Plan [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 4 |
Cash payments | $ (4) |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution savings plan expenses | $ 24 | $ 55 | $ 59 | |
Alight Holdings | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution savings plan expenses | $ 31 |
Lease Obligations -Schedule of
Lease Obligations -Schedule of Lease Expense (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Line Items] | ||||
Operating lease cost | $ 14 | $ 22 | $ 25 | |
Finance lease cost: | ||||
Amortization of leased assets | 12 | 24 | 25 | |
Interest of lease liabilities | 2 | 2 | 3 | |
Variable and short-term lease cost | 3 | 7 | 6 | |
Sublease income | (3) | (6) | (8) | |
Total lease cost | $ 28 | $ 49 | $ 51 | |
Alight Holdings | ||||
Leases [Line Items] | ||||
Operating lease cost | $ 16 | |||
Finance lease cost: | ||||
Amortization of leased assets | 13 | |||
Interest of lease liabilities | 2 | |||
Variable and short-term lease cost | 3 | |||
Sublease income | (4) | |||
Total lease cost | $ 30 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right of use asset | $ 68 | $ 86 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating lease liabilities | $ 35 | $ 34 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Operating lease liabilities | $ 71 | $ 103 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 106 | $ 137 |
Fixed assets, net | 21 | 46 |
Finance lease liabilities | 11 | 25 |
Finance lease liabilities | 7 | 18 |
Total lease obligations, net | $ 18 | $ 43 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Computer Equipment [Member] | Computer Equipment [Member] |
Operating leases, Weighted Average Remaining Lease Term (in years) | 5 years 7 months 6 days | 6 years 6 months |
Finance leases, Weighted Average Remaining Lease Term (in years) | 2 years 4 months 24 days | 2 years |
Operating leases, Weighted Average Discount Rate | 4.80% | 4.60% |
Finance leases, Weighted Average Discount Rate | 3.80% | 4.30% |
Lease Obligations - Summary of
Lease Obligations - Summary of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Line Items] | ||||
Operating cash flows from operating leases | $ 27 | $ 38 | $ 48 | |
Operating cash flows from finance leases | 2 | 2 | 2 | |
Financing cash flows from finance leases | 14 | 25 | 30 | |
Right-of use assets obtained in exchange for lease obligations Operating leases | 2 | 4 | 11 | |
Right-of use assets obtained in exchange for lease obligations Finance leases | $ 2 | $ 12 | $ 9 | |
Alight Holdings | ||||
Leases [Line Items] | ||||
Operating cash flows from operating leases | $ 22 | |||
Operating cash flows from finance leases | 2 | |||
Financing cash flows from finance leases | 17 | |||
Right-of use assets obtained in exchange for lease obligations Operating leases | 10 | |||
Right-of use assets obtained in exchange for lease obligations Finance leases | $ 2 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Future Lease Payments for Lease Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 9 | |
2025 | 5 | |
2026 | 3 | |
2027 | 2 | |
Total lease payments | 19 | |
Less: amount representing interest | (1) | |
Total lease obligations, net | 18 | $ 43 |
Less: current portion of lease obligations, net | (11) | (25) |
Total long-term portion of lease obligations, net | 7 | $ 18 |
Operating Leases | ||
2024 | 33 | |
2025 | 18 | |
2026 | 17 | |
2027 | 15 | |
2028 | 13 | |
Thereafter | 24 | |
Total lease payments | 120 | |
Less: amount representing interest | (14) | |
Total operating lease liabilities | 106 | |
Less: current portion of lease obligations, net | (35) | |
Total long-term portion of lease obligations, net | $ 71 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
Operating lease future lease payments include sublease rental income 2024 | $ 5 |
Operating lease future lease payments include sublease rental income 2025 | $ 2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Purchase Obligations | |
Commitment And Contingencies [Line Items] | |
Purchase obligation, 2024 | $ 32 |
Purchase obligation, 2025 | 20 |
Purchase obligation, 2026 | 16 |
Purchase obligation, 2027 | 16 |
Purchase obligation, 2028 | 13 |
Purchase obligation, thereafter | 3 |
Service Obligations | |
Commitment And Contingencies [Line Items] | |
Service obligation, 2024 | 154 |
Service obligation, 2025 | 162 |
Service obligation, 2026 | 170 |
Service obligation, 2027 | 178 |
Service obligation, 2028 | 154 |
Service obligation, thereafter | $ 0 |
Service obligation agreement termination fees percentage | 25% |
Service obligation maturity period | 10 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Feb. 20, 2023 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||
Estimated restructuring and related cost | $ 140 | |
Two-Year Strategic Transformation Restructuring Program | ||
Subsequent Event [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 annual savings | $ 100 | |
Restructuring activities estimated completion period | 2 years | |
Maximum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||
Subsequent Event [Line Items] | ||
Estimated restructuring and related cost | 50 | |
Maximum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||
Subsequent Event [Line Items] | ||
Estimated restructuring and related cost | 100 | |
Minimum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||
Subsequent Event [Line Items] | ||
Estimated restructuring and related cost | 40 | |
Minimum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||
Subsequent Event [Line Items] | ||
Estimated restructuring and related cost | $ 90 |