Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 9, 2021,~~October 31, 2022, the registrant had ~~446,802,741~~464,365,807 shares of Class A Common Stock, par value $0.0001 per share, 4,990,453 shares of Class B-1 Common Stock, par value $0.0001 per share, 4,990,453 shares of Class B-2 Common Stock, par value $0.0001 per share, ~~77,459,687~~75,800,317 shares of Class V Common Stock, par value $0.0001 per share, 5,046,819 shares of Class Z-A Common Stock, par value $0.0001 per share, 274,379 shares of Class Z-B-1 Common Stock, par value $0.0001 per share, and 274,379 shares of Class Z-B-2 Common Stock, par value $0.0001 per share, outstanding.

This Quarterly Report on Form 10-Q includes information pertaining to periods prior to the closing of the Alight Business ~~Combination.~~Combination (as defined below). Refer to Note 1 “Basis of Presentation and Nature of Business”, for further information regarding the basis of presentation.

This Quarterly Report on Form 10-Q contains forward-looking ~~statements.~~statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, and business strategies or expectations for our business. Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof. These forward-looking statements are based on information available as of the date of this report and the Company’s management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update, add or otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required ~~under applicable securities laws.~~by law.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

~~the possibility of a decline in economic activity that could impact the Company’s results of operations;~~

•

damage to our reputation;

•

~~failure to compete successfully with the Company’s competitors;~~

•

risks associated with the Company’s failure to apply and develop new technologies as quick as the Company’s competitors; the possibility of a decline in continued interest in outsourced services; and other risks and uncertainties indicated in this report and our other public filings, including those set forth under the section entitled “Risk Factors” in our filings with the SEC.

•

our reliance on third-party licenses and service providers;

•

our handling of client funds;

•

changes in regulations that could have an adverse effect on the Company’s business;

•

the Company’s international operations;

•

the profitability of our engagements due to unexpected circumstances;

•

changes in accounting principles or treatment;

•

contracting with government clients;

•

the significant control certain existing investors have over us;

•

the potential for conflicts of interest arising out of any members of our board of directors allocating their time to other businesses and not exclusively to us, and the fact that our charter contains a corporate opportunities waiver so directors will not be required to present potential business opportunities to us;

•

the incurrence of increased costs and becoming subject to additional regulations and requirements as a result of being a public company;

•

changes in our capital structure, including from the issuance of new shares by us or sales of shares by existing investors, which could adversely affect the market price of our stock;

•

our obligations under our Tax Receivable Agreement (as defined below); and

•

changes to our credit ratings or interest rates which could affect our financial resources, ability to raise additional capital, generate sufficient cash flows, or generally maintain operations; and other risks and uncertainties indicated in this report and our other public filings, including those set forth under the section entitled “Risk Factors” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 10, 2022 (the "Annual Report").

These risk factors do not identify all risks that we face, and our business, financial condition and results of operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present material risks.

Website and Social Media Disclosure

We use our website (www.alight.com) and our corporate Facebook (http://www.facebook.com/AlightGlobal), Instagram (@alight_solutions), LinkedIn (www.linkedin.com/company/alightsolutions), Twitter (@alightsolutions), and YouTube (www.youtube.com/c/AlightSolutions) accounts as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Alight, Inc.

Condensed Consolidated Balance Sheets

~~(Unaudited)~~

	Successor			Predecessor
	September 30,			December 31,			September 30,			December 31,
(in millions)	2021			2020
							2022			2021
(in millions, except share and per share amounts)							(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	769		$	506		$	304		$	372
Receivables, net		505			532			578			515
Other current assets		172			163			270			302
Total Current Assets Before Fiduciary Assets		1,446			1,201			1,152			1,189
Fiduciary assets		1,468			1,030			1,354			1,280
Total Current Assets		2,914			2,231			2,506			2,469
Goodwill		3,356			2,245			3,624			3,638
Intangible assets, net		4,004			1,733			3,926			4,170
Fixed assets, net		219			334			296			236
Deferred tax assets, net		8			5			6			3
Other assets		456			408			545			472
Total Assets	$	10,957		$	6,956		$	10,903		$	10,988

Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	348		$	394		$	404		$	406
Current portion of long term debt		43			37
Current portion of long-term debt, net								31			38
Other current liabilities		289			324			257			401
Total Current Liabilities Before Fiduciary Liabilities		680			755			692			845
Fiduciary liabilities		1,468			1,030			1,354			1,280
Total Current Liabilities		2,148			1,785			2,046			2,125
Deferred tax liabilities		3			—			44			36
Long term debt		2,839			4,041
Tax receivable agreement		605			—
Long-term debt, net								2,801			2,830
Long-term tax receivable agreement								511			581
Financial instruments		326			—			82			135
Other liabilities		358			447			295			353
Total Liabilities	$	6,279		$	6,273		$	5,779		$	6,060
Commitments and Contingencies (Note 18)
Commitments and Contingencies (Note 19)
Stockholders' Equity
Class A Common Stock (Successor); $0.0001 par value, 1,000,000,000 shares authorized; 446,802,741 issued and outstanding as of September 30, 2021	$	—		$	—
Class B Common Stock (Successor); $0.0001 par value, 20,000,000 shares authorized; 9,980,906 issued and outstanding as of September 30, 2021		—			—
Class V Common Stock (Successor); $0.0001 par value, 175,000,000 shares authorized; 77,459,687 issued and outstanding as of September 30, 2021		—			—
Class Z Common Stock (Successor); $0.0001 par value, 12,900,000 shares authorized; 5,595,577 issued and outstanding as of September 30, 2021		—			—
Class A Common Stock; $0.0001 par value, 1,000,000,000 shares authorized; 464,365,807 issued and outstanding as of September 30, 2022							$	—		$	—
Class B Common Stock; $0.0001 par value, 20,000,000 shares authorized; 9,980,906 issued and outstanding as of September 30, 2022								—			—
Class V Common Stock; $0.0001 par value, 175,000,000 shares authorized; 75,800,317 issued and outstanding as of September 30, 2022								—			—
Class Z Common Stock; $0.0001 par value, 12,900,000 shares authorized; 5,595,577 issued and outstanding as of September 30, 2022								—			—
Treasury stock								(12	)		—
Additional paid-in-capital		4,024			—			4,366			4,228
Retained deficit		(168	)		(127	)		(93	)		(96	)
Members' equity		—			852
Accumulated other comprehensive loss		(3	)		(42	)
Accumulated other comprehensive income								87			8
Total Alight, Inc. Equity	$	3,853		$	683		$	4,348		$	4,140
Noncontrolling Interest		825			—
Noncontrolling interest								776			788
Total Stockholders' Equity	$	4,678		$	683		$	5,124		$	4,928
Total Liabilities and Stockholders' Equity	$	10,957		$	6,956		$	10,903		$	10,988

~~See~~The accompanying Notes ~~to the Unaudited Condensed Consolidated Financial Statements~~

~~Alight, Inc.~~

~~CondensedConsolidated Statements of Comprehensive Income (Loss)~~

~~(Unaudited)~~

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in millions, except per share amounts)

2021

2021

2020

2020

Revenue

$

690

$

1,361

$

668

$

2,008

Cost of services, exclusive of depreciation and amortization

442

888

423

1,329

Depreciation and amortization

10

38

18

47

Gross Profit

238

435

227

632

Operating Expenses

Selling, general and administrative

135

222

128

364

Depreciation and intangible amortization

78

111

57

170

Total operating expenses

213

333

185

534

Operating Income

25

102

42

98

Other Expense

Loss from change in fair value of financial instruments

90

—

—

—

Loss from change in fair value of tax receivable agreement

27

—

—

—

Interest expense

28

123

61

172

Other expense (income), net

—

9

3

(1
)
Total other expense, net

145

132

64

171

Loss Before Income Tax (Benefit) Expense

(120
)

(30
)

(22
)

(73
)
Income tax (benefit) expense

—

(5
)

17

12

Net Loss

(120
)

(25
)

(39
)

(85
)
Net loss attributable to noncontrolling interests

(13
)

—

—

—

Net Loss Attributable to Alight, Inc.

$

(107
)

$

(25
)

$

(39
)

$

(85
)

Earnings Per Share

Basic net loss per share

$

(0.24
)

Diluted net loss per share

$

(0.24
)

Net Loss

$

(120
)

$

(25
)

$

(39
)

$

(85
)
Other comprehensive (loss) income, net of tax:

Change in fair value of derivatives

(1
)

23

4

(32
)
Foreign currency translation adjustments

(2
)

8

14

(7
)
Total other comprehensive (loss) income, net of tax:

(3
)

31

18

(39
)
Comprehensive (Loss) Income Before Non-controlling Interests

(123
)

6

(21
)

(124
)
Comprehensive loss attributable to noncontrolling interests

(13
)

—

—

—

Comprehensive (Loss) Income Attributable to Alight, Inc.

$

(110
)

$

6

$

(21
)

$

(124
)

~~The accompanying notes~~ are an integral part of these condensed consolidated financial statements.

Alight, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
(in millions, except per share amounts)	2022			2022			2021			2021
Revenue	$	750		$	2,190		$	690		$	1,361
Cost of services, exclusive of depreciation and amortization		523			1,497			442			888
Depreciation and amortization		15			39			10			38
Gross Profit		212			654			238			435

Operating Expenses
Selling, general and administrative		178			475			135			222
Depreciation and intangible amortization		84			254			78			111
Total operating expenses		262			729			213			333
Operating (Loss) Income		(50	)		(75	)		25			102
Other Expense (Income)
Loss (Gain) from change in fair value of financial instruments		10			(53	)		90			—
(Gain) Loss from change in fair value of tax receivable agreement		(20	)		(63	)		27			—
Interest expense		31			89			28			123
Other (income) expense, net		(6	)		(14	)		—			9
Total other expense (income), net		15			(41	)		145			132
Loss Before Income Tax Benefit		(65	)		(34	)		(120	)		(30	)
Income tax benefit		(20	)		(28	)		—			(5	)
Net Loss		(45	)		(6	)		(120	)		(25	)
Net loss attributable to noncontrolling interests		(8	)		(9	)		(13	)		—
Net (Loss) Income Attributable to Alight, Inc.	$	(37	)	$	3		$	(107	)	$	(25	)

Earnings Per Share
Basic (net loss) earnings per share	$	(0.08	)	$	0.01		$	(0.24	)
Diluted (net loss) earnings per share	$	(0.08	)	$	0.00		$	(0.24	)

Net Loss	$	(45	)	$	(6	)	$	(120	)	$	(25	)
Other comprehensive income (loss), net of tax:
Change in fair value of derivatives		45			122			(1	)		23
Foreign currency translation adjustments		(13	)		(28	)		(2	)		8
Total other comprehensive income (loss), net of tax:		32			94			(3	)		31
Comprehensive (Loss) Income Before Noncontrolling Interests		(13	)		88			(123	)		6
Comprehensive (loss) income attributable to noncontrolling interests		(2	)		6			(13	)		—
Comprehensive (Loss) Income Attributable to Alight, Inc.	$	(11	)	$	82		$	(110	)	$	6

The accompanying Notes are an integral part of these condensed consolidated financial statements.

Alight, Inc.

CondensedConsolidated Statements of Stockholders’ Equity

(Unaudited)

Successor

Accumulated

Additional

Other

Total

Total

Common

Paid-in

Retained

Comprehensive

Alight, Inc.

Noncontrolling

Stockholders'

(in millions)

Stock

Capital

Deficit

Loss

Equity

Interest

Equity

Balance at July 1, 2021

$

—

$

4,009

$

(61
)

$

—

$

3,948

$

838

$

4,786

Net loss

—

—

(107
)

—

(107
)

(13
)

(120
)
Other comprehensive loss, net

—

—

—

(3
)

(3
)

—

(3
)
Share-based compensation expense

—

15

—

—

15

—

15

Balance at September 30, 2021

$

—

$

4,024

$

(168
)

$

(3
)

$

3,853

$

825

$

4,678

Condensed Consolidated Statements of Members’ Equity
(Unaudited)

Predecessor

Accumulated

Members' Equity

Other

Class A Units

Class A-1 Units

Class B Units

Comprehensive

(in millions, except unit amounts)

Units

Amount

Units

Amount

Units

Amount

(Loss) Income

Total

Balance at December 31, 2020

123,700

$

699

1,800

$

12

1,736

$

14

$

(42
)

$

683

Comprehensive (loss) income, net of tax

—

(21
)

—

—

—

—

21

—

Restricted share units vested, net of units withheld in lieu of taxes

—

—

1

—

50

—

—

—

Unit repurchases

—

—

(75
)

(1
)

(89
)

(1
)

—

(2
)
Share-based compensation expense

—

—

—

—

—

2

—

2

Balance at March 31, 2021

123,700

$

678

1,726

$

11

1,697

$

15

$

(21
)

$

683

Comprehensive (loss) income, net of tax

—

(4
)

—

—

—

—

10

6

Restricted share units vested, net of units withheld in lieu of taxes

—

—

91

(1
)

391

—

—

(1
)
Share-based compensation expense

—

—

—

1

—

2

—

3

Balance at June 30, 2021

123,700

$

674

1,817

$

11

2,088

$

17

$

(11
)

$

691

Predecessor

Accumulated

Members' Equity

Other

Class A Units

Class A-1 Units

Class B Units

Comprehensive

(in millions, except unit amounts)

Units

Amount

Units

Amount

Units

Amount

Loss

Total

Balance at December 31, 2019

123,700

$

804

1,683

$

15

1,107

$

11

$

(25
)

$

805

Comprehensive loss, net of tax

—

(21
)

—

—

—

—

(51
)

(72
)
Restricted share units vested, net of units withheld in lieu of taxes

—

—

11

—

15

—

—

—

Share-based compensation expense

—

—

—

—

—

2

—

2

Balance at March 31, 2020

123,700

$

783

1,694

$

15

1,122

$

13

$

(76
)

$

735

Comprehensive loss, net of tax

—

(25
)

—

—

—

—

(6
)

(31
)
Distribution of members' equity

—

(1
)

—

—

—

—

—

(1
)
Restricted share units vested, net of units withheld in lieu of taxes

—

—

157

(1
)

209

—

—

(1
)
Unit repurchases

—

—

(55
)

(2
)

(88
)

(1
)

—

(3
)
Share-based compensation expense

—

—

—

1

—

1

—

2

Balance at June 30, 2020

123,700

$

757

1,796

$

13

1,243

$

13

$

(82
)

$

701

Comprehensive income (loss), net of tax

—

(39
)

—

—

—

—

18

(21
)
Distribution of members' equity

—

(2
)

—

—

—

—

—

(2
)
Restricted share units vested, net of units withheld in lieu of taxes

—

—

2

—

476

—

—

—

Share-based compensation expense

—

—

—

—

—

1

—

1

Balance at September 30, 2020

123,700

$

716

1,798

$

13

1,719

$

14

$

(64
)

$

679


	Successor
												Accumulated
						Additional						Other		Total						Total
	Common		Treasury			Paid-in			Retained			Comprehensive		Alight, Inc.			Noncontrolling			Stockholders'
(in millions)	Stock		Stock			Capital			Deficit			Income		Equity			Interest			Equity
Balance at December 31, 2021	$	—	$	—		$	4,228		$	(96	)	$	8	$	4,140		$	788		$	4,928
Net loss		—		—			—			(11	)		—		(11	)		(2	)		(13	)
Other comprehensive income, net		—		—			—			—			36		36			8			44
Measurement period adjustment		—		—			—			—			—		—			(1	)		(1	)
Conversion of noncontrolling interest		—		—			7			—			—		7			(13	)		(6	)
Share-based compensation expense		—		—			33			—			—		33			—			33
Shares vested, net of shares withheld in lieu of taxes		—		—			(1	)		—			—		(1	)		—			(1	)
Balance at March 31, 2022	$	—	$	—		$	4,267		$	(107	)	$	44	$	4,204		$	780		$	4,984
Net income		—		—			—			51			—		51			1			52
Other comprehensive income, net		—		—			—			—			17		17			1			18
Conversion of noncontrolling interest		—		—			2			—			—		2			(3	)		(1	)
Share-based compensation expense		—		—			42			—			—		42			—			42
Balance at June 30, 2022	$	—	$	—		$	4,311		$	(56	)	$	61	$	4,316		$	779		$	5,095
Net loss		—		—			—			(37	)		—		(37	)		(8	)		(45	)
Other comprehensive income, net		—		—			—			—			26		26			6			32
Conversion of noncontrolling interest		—		—			1			—			—		1			(1	)		—
Share-based compensation expense		—		—			54			—			—		54			—			54
Share repurchases		—		(12	)		—			—			—		(12	)		—			(12	)
Balance at September 30, 2022	$	—	$	(12	)	$	4,366		$	(93	)	$	87	$	4,348		$	776		$	5,124

~~See~~CondensedConsolidated Statements of Stockholders’ Equity

(Unaudited)


	Successor
								Accumulated
			Additional					Other			Total						Total
	Common		Paid-in		Retained			Comprehensive			Alight, Inc.			Noncontrolling			Stockholders'
(in millions)	Stock		Capital		Deficit			Loss			Equity			Interest			Equity
Balance at July 1, 2021	$	—	$	4,009	$	(61	)	$	—		$	3,948		$	838		$	4,786
Net loss		—		—		(107	)		—			(107	)		(13	)		(120	)
Other comprehensive loss, net		—		—		—			(3	)		(3	)		—			(3	)
Share-based compensation expense		—		15		—			—			15			—			15
Balance at September 30, 2021	$	—	$	4,024	$	(168	)	$	(3	)	$	3,853		$	825		$	4,678

Condensed Consolidated Statements of Members' Equity

(Unaudited)


	Predecessor
																		Accumulated
	Members' Equity																	Other
	Class A Units					Class A-1 Units						Class B Units						Comprehensive
(in millions, except unit amounts)	Units		Amount			Units			Amount			Units			Amount			(Loss) Income			Total
Balance at December 31, 2020		123,700	$	699			1,800		$	12			1,736		$	14		$	(42	)	$	683
Comprehensive (loss) income, net of tax		—		(21	)		—			—			—			—			21			—
Restricted share units vested, net of units withheld in lieu of taxes		—		—			1			—			50			—			—			—
Unit repurchases		—		—			(75	)		(1	)		(89	)		(1	)		—			(2	)
Share-based compensation expense		—		—			—			—			—			2			—			2
Balance at March 31, 2021		123,700	$	678			1,726		$	11			1,697		$	15		$	(21	)	$	683
Comprehensive (loss) income, net of tax		—		(4	)		—			—			—			—			10			6
Restricted share units vested, net of units withheld in lieu of taxes		—		—			91			(1	)		391			—			—			(1	)
Share-based compensation expense		—		—			—			1			—			2			—			3
Balance at June 30, 2021		123,700	$	674			1,817		$	11			2,088		$	17		$	(11	)	$	691

The accompanying Notes ~~to the Unaudited Condensed Consolidated Financial Statements~~are an integral part of these condensed consolidated financial statements.

Alight, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Successor			Predecessor						Successor						Predecessor
	Three Months Ended			Six Months Ended			Nine Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,			June 30,
(in millions)	2021			2021			2020			2022			2021			2021
Cash flows from operating activities
Net loss	$	(120	)	$	(25	)	$	(85	)	$	(6	)	$	(120	)	$	(25	)
Adjustments to reconcile net loss to net cash (used for) provided by operations:
Adjustments to reconcile net loss to net cash provided by (used for) operations:
Depreciation		14			49			66			56			14			49
Intangible amortization expense		74			100			151			237			74			100
Noncash lease expense		6			10			17			19			6			10
Financing fee and premium amortization		(1	)		9			15			(1	)		(1	)		9
Share-based compensation expense		15			5			5			129			15			5
Loss from change in fair value of financial instruments		90			—			—
Loss from change in fair value of tax receivable agreement		27			—			—
(Gain) loss from change in fair value of financial instruments											(53	)		90			—
(Gain) loss from change in fair value of tax receivable agreement											(63	)		27			—
Release of unrecognized tax provision											(29	)		—			1
Deferred tax benefit											(6	)		(1	)		(1	)
Other		—			1			1			4			—			1
Change in assets and liabilities:
Receivables		(22	)		51			81			(73	)		(22	)		51
Accounts payable and accrued liabilities		14			(45	)		35			(2	)		14			(45	)
Other assets and liabilities		(104	)		(97	)		(155	)		(11	)		(103	)		(97	)
Cash (used for) provided by operating activities	$	(7	)	$	58		$	131
Cash provided by (used for) operating activities										$	201		$	(7	)	$	58
Cash flows from investing activities
Acquisition of businesses, net of cash acquired		(1,394	)		—			(52	)		—			(1,394	)		—
Capital expenditures		(27	)		(55	)		(71	)		(115	)		(27	)		(55	)
Cash used for investing activities	$	(1,421	)	$	(55	)	$	(123	)	$	(115	)	$	(1,421	)	$	(55	)
Cash flows from financing activities
Net increase (decrease) in fiduciary liabilities		453			(15	)		210			74			453			(15	)
Members' equity unit repurchase		—			(2	)		(3	)		—			—			(2	)
Distributions of members' equity		—			—			(3	)
Borrowings from banks		576			110			726			104			576			110
Financing fees		(7	)		—			(23	)		(3	)		(7	)		—
Repayments to banks		(57	)		(124	)		(435	)		(134	)		(57	)		(124	)
Principal payments on finance lease obligations		(7	)		(17	)		(18	)		(20	)		(7	)		(17	)
Settlements of interest rate swaps		(4	)		(14	)		(14	)		—			(4	)		(14	)
Tax payment for units withheld in lieu of taxes		—			(1	)		—
Contingent consideration payments		—			(1	)		—
Tax payment for shares/units withheld in lieu of taxes											(1	)		—			(1	)
Deferred and contingent consideration payments											(81	)		—			(1	)
FTAC share redemptions		(142	)		—			—			—			(142	)		—
Proceeds related to FTAC investors		1,813			—			—			—			1,813			—
Other financing activities		—			—			(2	)
Cash provided by (used for) financing activities	$	2,625		$	(64	)	$	438
Repurchase of shares											(12	)		—			—
Cash (used for) provided by financing activities										$	(73	)	$	2,625		$	(64	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4			—			(3	)		(7	)		4			—
Net increase (decrease) in cash, cash equivalents and restricted cash		1,201			(61	)		443			6			1,201			(61	)
Cash, cash equivalents and restricted cash at beginning of period		1,036			1,536			985			1,652			1,036			1,536
Cash, cash equivalents and restricted cash at end of period	$	2,237		$	1,475		$	1,428		$	1,658		$	2,237		$	1,475

Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets
Cash and cash equivalents	$	769		$	460		$	451		$	304			769		$	460
Restricted cash included in fiduciary assets		1,468			1,015			977			1,354			1,468			1,015
Total cash, cash equivalents and restricted cash	$	2,237		$	1,475		$	1,428		$	1,658		$	2,237		$	1,475

Supplemental disclosures:
Interest paid										$	89		$	26		$	112
Income taxes paid											14			4			5

Supplemental disclosure of non-cash financing activities:
Fixed asset additions acquired through finance leases										$	7		$	1		$	2
Right of use asset additions acquired through operating leases											9			—			10

Supplemental disclosures:

Interest paid

$

26

$

112

$

127

Income taxes paid

4

5

16

Supplemental disclosure of non-cash financing activities:

Fixed asset additions acquired through finance leases

$

1

$

2

$

62

Right of use asset additions acquired through operating leases

—

10

26

Non-cash fixed asset additions

—

—

26

~~See~~The accompanying Notes ~~to the Unaudited Condensed Consolidated Financial Statements~~are an integral part of these condensed consolidated financial statements.

Alight, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation and Nature of Business

Foley Trasimene Acquisition Corp. (“FTAC”) was incorporated in Delaware on March 26, ~~2020.~~2020. FTAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On July 2, 2021 (the “Closing Date”), FTAC completed the business combination (the “Business Combination”) with Alight Holding Company, LLC (f/k/a Tempo Holding Company, LLC) (“Alight Holdings” or the “Predecessor”) contemplated by the Business Combination Agreement (as amended and restated as of April 29, 2021) between FTAC, Alight Holdings and other interested parties (the “Business Combination Agreement”). On the Closing Date, pursuant to the Business Combination Agreement, FTAC became a wholly owned subsidiary of Alight, Inc. (“Alight”, ~~“the Company”~~the “Company”, “we” “us” “our” or the “Successor”) and was renamed Alight Group, Inc. As a result of the Business Combination, and by virtue of such series of mergers and related transactions, the combined company is now organized in an “Up-C” structure, in which substantially all of the assets and business of Alight are held by Alight Holdings, of which Alight is the managing member pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Alight Holdings that went into effect upon the completion of the Business Combination. As ~~a result~~ of ~~the Business Combination,~~September 30, 2022, Alight owns approximately ~~85%~~86% of the economic interest in Alight Holdings, but ~~will have 100%~~has 100% of the voting power and ~~will control~~controls the management of Alight Holdings. ~~Immediately following~~As of September 30, 2022, the ~~completion of the Business Combination, the~~non-voting ownership percentage held by noncontrolling interest iswas approximately ~~15%~~14% (see Note 9 "Stockholders' and Members' Equity" for additional information).

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 ~~have~~ determined that as the impact of one day would be immaterial to the results of operations, we ~~will utilize~~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.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s ~~Registration Statement~~Annual Report on Form ~~S-1~~10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on ~~August 2, 2021, as amended.~~March 10, 2022. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated upon consolidation. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full fiscal year ending December 31, ~~2021.~~2022.

Nature of Business

We are a leading cloud-based ~~provider of integrated digital~~ human capital technology and ~~business solutions. We have an unwavering belief~~services provider that ~~a company’s success starts with its~~powers confident health, wealth and wellbeing decisions for millions of people and their dependents. Our Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by our global delivery capabilities, Alight Worklife® is transforming the employee experience for people around the world through personalized, data-driven health, wealth and wellbeing insights. Our solutions ~~connect human insights with technology. Leveraging~~include:

•

Employer Solutions: driven by our digital, software and artificial intelligence ~~(“AI”~~("AI")-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health, employee wellbeing and payroll. These solutions are designed to support employers in effectively managing their workforce through a seamless, integrated platform. We leverage data ~~analytics, we provide~~across all interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. In addition, employees benefit from an integrated ~~personalized~~platform and user experience, ~~for employees using technology-driven solutions that unlock value for employers. Our mission-critical solutions enable employees to enrich~~coupled with a full-service client care center, helping them manage the full life cycle of their health, wealth and ~~wellbeing which helps global organizations achieve a high-performance culture.~~ careers.

~~Our solutions include:~~•

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.

•

~~Employer Solutions:~~ driven by our digital, software and AI-led capabilities and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health, employee wellness and payroll. These solutions are designed to support employers in effectively managing their workforce through a seamless, integrated platform. We leverage data across all interactions and activities to improve the consumer experience, reduce operational costs and better inform management processes and decision-making. In addition, employees benefit from an integrated portal and user experience, coupled with a full-service client care center, helping them manage the full life cycle of their health, wealth and careers.

•

~~Professional Services:~~ includes our project-based cloud deployment and consulting offerings that provide expertise with both human capital and financial platforms. Specifically, this includes cloud advisory and deployment, and optimization services for cloud platforms such as Workday, SAP SuccessFactors, Oracle, and Cornerstone OnDemand.

2. Accounting Policies and Practices

Use of Estimates

The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses.

These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods.

~~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 September 30, 2021 and December 31, 2020, Cash and cash equivalents totaled $769 million and $506 million, 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 assets with the related obligation recorded as Fiduciary liabilities in the Condensed Consolidated Balance Sheets.

~~Commissions Receivable~~

Commissions receivable, which is recorded in Other current assets and Other assets in the Condensed 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 $4 million and $15 million at September 30, 2021 and December 31, 2020, 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 loss. Amounts are reclassified from Accumulated other comprehensive 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 Condensed 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 expense, net within the Condensed Consolidated Statements of Comprehensive Income (Loss). The impact of the foreign exchange gains and losses for the Successor three months ended September 30, 2021 was a gain of $1 million. The impact of the foreign exchange gains and losses for the Predecessor six months ended June 30, 2021 and three and nine months ended September 30, 2020 were a loss of $9 million, a loss of $3 million, and a gain of $2 million, respectively.

~~Share-Based Compensation Costs~~

Share-based payments to employees, 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 the Alight, Inc.

~~Warrants~~

Warrant agreements related to warrants to purchase the Company’s Class A Common Stock are accounted for as liabilities at fair value within Financial instruments on the Condensed Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Condensed Consolidated Statements of Comprehensive Income (Loss).

Tax Receivable Agreement

In connection with the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of ~~85%~~85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA. The Company accounts for the TRA as a liability at fair value and is subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Condensed Consolidated Statements of Comprehensive Income (Loss).

~~Seller Earnouts~~

~~Upon completion of~~Subsequent to 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 converts into Class A Common Stock upon ~~the achievement of certain criteria. The majority~~equity exchanges of the Seller Earnouts are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Condensed 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 records obligations under the TRA 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, thegross undiscounted amount of ~~income taxes recorded in the Predecessor periods are not representative of the expenses expected in the future.~~

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s U.S. GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change throughout the year as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for future interim periods may vary materially.

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~~payments as an increase 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 liabilitiesliability with an offset to Additional paid-in capital.

New Accounting Pronouncements

There are ~~measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences~~no pending accounting pronouncements that are expected to ~~be recovered or settled. The effect on deferred tax assets and liabilities of~~have 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 measurement 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: Recently Adopted~~

~~Reference Rate Reform~~

~~In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~.” This guidance provides optional expedients and exceptions for certain contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that is expected to be discontinued because of reference rate reform. The guidance permits entities not to apply modification accounting or remeasure lease payments in lease contracts if the changes to the contract are related to the discontinuation of the reference rate. If certain criteria are met, the amendments also allow exceptions to the dedesignation criteria of the hedging relationship and the assessment of hedge effectiveness during the transition period. For held-to-maturity debt securities, one-time sale and/or transfer to available-for-sale or trading may be made for held-to-maturity debt securities that both reference an eligible reference rate and were classified as held-to-maturity before January 1, 2020. In January 2021, the FASB issued ASU 2021-01, which provides optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. An entity will apply this guidance on a prospective basis. The new guidance became effective as of March 12, 2020, and will not apply to any contract modifications made, sales and transfers of held-to-maturity debt securities, and hedging relationships entered into or evaluated after December 31, 2022. At the time of adoption, there was no impact to our Condensed Consolidated Financial Statements. The Company will continue to assess the impact as the reference rate transition occurs over the next two years.

~~Callable Debt Securities~~

~~In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs.~~” The new accounting guidance clarifies that a reporting entity should assess whether a callable debt security purchased at a premium is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other costs. The guidance must be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. The new guidance is effective for the Company for the fiscal year 2021 and respective interim periods. The Company adopted this standard on January 1, 2021. The adoption of this guidance had no material impact upon our ~~Condensed~~ Consolidated Financial Statements.

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, Professional Services and Hosted Business. 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 ~~employee wellness,~~ benefits administration, healthcare navigation, financial health, and ~~financial health.~~employee wellbeing and payroll. Professional Services includes ~~our~~project-based cloud deployment ~~advisory~~ and ~~application management services.~~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. On occasion, we may 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 observable market prices that the Company charges separately for similar solutions to similar customers.

Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum implementation fees. Our fees are not typically payable until the commencement of the ongoing administration phase. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination.

For Health solutions administration services, each benefits cycle inclusive of the enrollment period represents a time increment under the series guidance and is a single performance obligation. Although ongoing fees are typically not payable until the commencement of the ongoing administrative phase, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual enrollment services. Although our per-participant fees are considered variable, they are typically predictable in nature, and therefore we do not generally constrain any portion of our transaction price estimates. We use an input method based on the labor costs incurred relative to total labor costs as the measure of progress in satisfying our Health solutions performance obligation commencing when the customer’s annual enrollment services begin. Given that the Health solutions enrollment and administrative services are stand-ready in nature, it can be difficult to estimate the total expected efforts or hours we will incur for a particular benefits cycle. Therefore, the input measure is based on the historical effort expended each month, 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 are 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.

~~A portion~~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.~~period upon which a respective policy is placed or confirmed with no ongoing fulfillment obligations. For both the employer-sponsored and direct-to-consumer arrangements, we recognize the majority of the placement revenue in the fourth quarter of the calendar year, which is when most of the placement or renewal activity occurs. However, the Company may continue to receive commissions from carriers until the respective policy lapses or is cancelled. The Company bases the estimates of total transaction price on supportable evidence from an analysis of past transactions, and only includes amounts that are probable of being received or not refunded. ~~This~~

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 ~~area requiring~~estimate of the total renewal commissions that will be received over the lifetime of the policy. The variable consideration estimate requires significant judgement, and ~~as a result,~~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 ~~be lower than~~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.

The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation.

Contract Costs

Costs to obtain a Contract

The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions. Commissions paid in relation to contract renewals were immaterial for all periods. The expected life of the underlying customer relationships considers the initial contract terms, which range from 3-5 years as well as expected renewals. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Costs to fulfill a Contract

The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource, payroll or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions.

Amortization for all contracts costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss) (see Note 5 “Other Financial Data”).

4. Acquisitions

2021 Acquisitions

Alight Business Combination

On July 2, 2021, the Company completed the Business Combination for consideration transferred of approximately ~~$5.0~~$5.0 billion. The Business Combination was accounted for using the acquisition method under Accounting Standards Codification Topic 805, Business Combinations (“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 ~~preliminary~~final consideration and allocation of the purchase price to the fair value of the combined assets acquired and liabilities assumed is presented below. The preliminary measurement of consideration transferred, including noncontrolling interest, and the allocations reflect the best estimates of the valuations currently available and are subject to change once additional analyses are completed. The accounting for the Business Combination is not complete as the valuation for certain acquired assets and liabilities have not been finalized and these final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation disclosed below. The allocation will be finalized as soon as practicable, but no later than one year from the acquisition date.

On the Closing Date, the Company paid ~~$36~~$36 million of deferred underwriting costs related to FTAC’s initial public offering and ~~$37~~$37 million of fees related to the ~~PIPE Investment,~~private placement transaction, which were treated as a reduction of equity. Approximately ~~$21~~$21 million of the Company’s acquisition-related costs were paid on the Closing Date. Additionally, ~~$39~~$39 million of seller transaction costs were paid on the Closing Date, including ~~$36~~$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 Condensed Consolidated Statements of Comprehensive Income (Loss) in either the Predecessor or Successor periods.

On the Closing Date, approximately ~~$36~~$36 million of certain executive ~~compensation related~~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 Condensed Consolidated Statements of Comprehensive Income (Loss) in either the Predecessor or Successor periods.

The following table summarizes the ~~preliminary~~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)		~~578~~610
Contingent consideration - Seller Earnouts(3)		109
Total consideration transferred	$	~~4,970~~5,002
Noncontrolling interest(4)	$	~~838~~799

⁽¹⁾

Includes cash consideration paid to reimburse seller for certain transaction expenses.

⁽²⁾

(2)

The Company issued approximately 141 million shares of Class A Common Stock that had a total fair value of approximately ~~$1.4~~$1.4 billion based on the price of ~~$10~~$10 per share on July 2, 2021, the acquisition date.

⁽³⁾

(3)

The TRA and Seller Earnouts represent liability classified contingent consideration. ~~The estimated fair values are preliminary and subject to adjustments in subsequent periods.~~ Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 ~~“Fair Value Measurement”~~“Tax Receivable Agreement” for further discussion.

⁽⁴⁾

(4)

The fair value of the noncontrolling interest is ~~estimated~~ based on the fair value of acquired ~~business. The fair value~~business, which was determined based on the price of the ~~noncontrolling interest is preliminary and subject~~Company's Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to ~~adjustments in subsequent periods.~~the Seller Earnouts. The noncontrolling interest is exchangeable for ~~Company~~ Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” for additional information.

The following table summarizes the ~~preliminary~~final purchase price allocation (in millions):


Cash and cash equivalents	$	460
Receivables		~~486~~484
Fiduciary assets		1,015
Other current assets		~~159~~162
Fixed assets		~~206~~205
~~Deferred tax~~Other assets ~~net~~		4425
~~Other assets~~		~~440~~
Accounts payable and accrued liabilities		(327	)
Fiduciary liabilities		(1,015	)
Other current liabilities		(~~302~~291	)
Debt assumed		(2,370	)
~~Other~~Deferred tax liabilities		(~~381~~3	)
~~Intangible assets~~Other liabilities		~~4,078~~(396	)
Intangible assets		4,078
Total identifiable net assets	$	~~2,453~~2,427
Goodwill	$	~~3,356~~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, (ii) 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 Condensed 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 intangible 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~~customer-related and ~~contract based~~contract-based intangible assets represent strong, long-term relationships with customers, valued using the multi-period excess earnings method. The ~~preliminary~~ values allocated to identifiable intangible assets and their estimated useful lives are as follows:


	Fair value		Useful life	Fair value		Useful life
Identifiable intangible assets	(in millions)		(in years)	(in millions)		(in years)
Definite lived trade names	$	400	15	$	400		15
Technology related intangibles	$	222	6	$	222		6
Customer related and contract based intangibles	$	3,456	15
Customer-related and contract-based intangibles				$	3,456		15

Goodwill

Approximately ~~$3.4~~$3.4 billion has been ~~preliminarily~~ allocated to ~~goodwill.~~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. Qualitative 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.

~~Pro Forma Financial Information~~ 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 consideration 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 ~~unaudited pro forma financial information presents~~table summarizes the results of operations as if the Business Combination had occurred on January 1, 2020. The unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations.

~~The unaudited pro forma financial information is as follows~~purchase price allocation (in millions):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

Pro forma revenue

$

690

$

668

$

2,051

$

2,008

Pro forma net loss

$

(111
)

$

(70
)

$

(121
)

$

(136
)
Pro forma net loss attributable to controlling interest

$

(99
)

$

(56
)

$

(107
)

$

(111
)
Pro forma net loss attributable to noncontrolling interest

$

(12
)

$

(14
)

$

(14
)

$

(25
)


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

The unaudited pro forma financial information does not assume any impacts from revenue, cost or other operating synergies that could be generated as a result of the Business Combination. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the Business Combination been consummated on January 1, 2020.Measurement Period Adjustments

The Successor and Predecessor periods have been combined in the pro forma financial information for the three and nine months ended September 30, 2021 and 2020 and include adjustments to reflect intangible asset amortization based on the economic values derived from definite-lived intangible assets and a reduction in interest expense related to the repayment of existing debt. Additionally, the unaudited pro forma financial information includes nonrecurring, direct transaction costs incurred in connection with the Business Combination of approximately $11 million forDuring the nine months ended September 30, ~~2020. These adjustments are net~~2022, the Company recorded a measurement period adjustment to its initial allocation of ~~taxes.~~

~~2020 Acquisition~~

The Company completed 1 acquisition during the year ended December 31, 2020. The acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisitionpurchase price as a ~~business combination under ASC 805. The~~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 Condensed 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, respectively. Approximately $77 million has been allocated to 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 forall of which was tax ~~purposes. Upon completion of this acquisition, the business is now wholly-owned by the Company.~~deductible.

5. Other Financial Data

Condensed Consolidated Balance Sheets Information

Receivables, net

The components of Receivables, net are as follows (in millions):

	Successor			Predecessor
	September 30,			December 31,				September 30,			December 31,
	2021			2020				2022			2021
Billed and unbilled receivables	$	509		$	547			$	586		$	520
Allowance for expected credit losses		(4	)			(15	)		(8	)		(5	)
Balance at end of period	$	505		$		532		$	578		$	515

As a result of the Business Combination, all receivables acquired were recorded at preliminary fair value and allowance for expected credit losses previously recorded by the Predecessor was reduced to 0 as of July 1, 2021 (see Note 4 “Acquisitions”). 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):

	Successor		Predecessor
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Deferred project costs	$	39	$	53	$	43	$	39
Prepaid expenses		65		57		64		66
Commissions receivable		35		32		54		148
Other		33		21		109		49
Total	$	172	$	163	$	270	$	302

Other assets

The components of Other assets are as follows (in millions):

	Successor		Predecessor
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Deferred project costs	$	252	$	228	$	324	$	274
Operating lease right of use asset		144		129		88		120
Commissions receivable		33		25		27		34
Other		27		26		106		44
Total	$	456	$	408	$	545	$	472

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”). During the Successor three and nine months ended September 30, 2022 and three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and three and nine months ended September 30, 2020,~~ total amortization expense of ~~$17~~$12 million, ~~$33~~$37 million, ~~$15~~$17 million and ~~$47~~$33 million was recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss), respectively.

Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The ~~balance~~balances in Other current assets as of September 30, 2022 and December 31, 2021 were $60 million and $1 million, respectively. The balances in Other assets as of September 30, 2022 and December 31, 2021 ~~was $5~~were $82 million and $16 million, respectively (see Note 13 “Derivative Financial Instruments” for ~~further~~additional information).

~~Fixed assets, net~~

~~The components of Fixed assets, net are as follows (in millions):~~

Successor

Predecessor

September 30,

December 31,

2021

2020

Capitalized software

$

40

$

242

Leasehold improvements

39

63

Computer equipment

98

192

Furniture, fixtures and equipment

12

21

Construction in progress

44

28

Total Fixed assets, gross

233

546

Less: Accumulated depreciation

14

212

Fixed assets, net

$

219

$

334

As a result of the Business Combination, all fixed assets acquired were recorded at preliminary fair value and accumulated depreciation previously recorded by the Predecessor was reduced to 0 as of July 1, 2021 (see Note 4 “Acquisitions”). 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 preliminary fair value of the Technology related intangible assets acquired.

Included in Computer equipment are assets under finance leases. The balances as of September 30, 2021 and December 31, 2020, net of accumulated depreciation related to these assets, were $67 million and $83 million, respectively.

Other current liabilities

The components of Other current liabilities are as follows (in millions):

	Successor		Predecessor
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Deferred revenue	$	123	$	148	$	127	$	148
Operating lease liabilities		53		41		39		44
Finance lease liabilities		28		28		26		27
Other		85		107		65		182
Total	$	289	$	324	$	257	$	401

Other liabilities

The components of Other liabilities are as follows (in millions):

	Successor		Predecessor
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Deferred revenue	$	54	$	60	$	92	$	55
Operating lease liabilities		132		155		104		139
Finance lease liabilities		40		59		22		34
Unrecognized tax positions		49		48		15		44
Other		83		125		62		81
Total	$	358	$	447	$	295	$	353

The current and non-current portions of deferred revenue relates to consideration received in advance of performance under client contracts. During the Successor nine months ended September 30, 2022 and the three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and nine months ended September 30, 2020,~~ revenue of approximately, ~~$22~~$108 million, ~~$101~~$22 million, and ~~$152~~$101 million was recognized ~~that was~~and recorded as deferred revenue at the beginning of each ~~period, respectively.~~period.

Other current liabilities as of December 31, 2021 included an accrual for a deferred consideration payment of $83 million related to an acquisition completed in the fourth quarter of 2021. A payment of $81 million was made during the second quarter of 2022 and the remaining consideration will be paid during the fourth quarter of 2022.

Other current liabilities as of September 30, 2022 included the current portion of tax receivable agreement liability of $6 million (see Note 15 "Tax Receivable Agreement" for additional information).

The balance of unrecognized tax positions, included in other liabilities, includes the recognition of benefits of $29 million during the nine months ended September 2022 for uncertain tax positions for which the statute of limitations have lapsed (see Note 7 "Income Taxes" for additional information).

Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There were no outstanding balances as of September 30, 2022. The balances in Other current liabilities ~~as of September 30, 2021~~ and ~~December 31, 2020 were $12 million and $28 million, respectively. The balances in~~ Other liabilities as of ~~September 30, 2021 and~~ December 31, ~~2020~~2021 were $1$8 million and ~~$19~~$1 million, respectively (see Note 13 “Derivative Financial Instruments” for ~~further~~additional information).

6. Goodwill and Intangible assets, net

The changes in the net carrying amount of goodwill are as follows (in millions):


	Employer			Professional
	Solutions			Services			Total
Balance as of December 31, 2021	$	3,564			74			3,638
Measurement period adjustments		(7	)		—			(7	)
Foreign currency translation		(6	)		(1	)		(7	)
Balance as of September 30, 2022	$	3,551			73			3,624

Predecessor

Employer

Professional

Solutions

Services

Total

Balance as of December 31, 2020

$

1,985

$

260

$

2,245

Measurement period adjustments

2

—

2

Foreign currency translation

2

1

3

Balance as of June 30, 2021

$

1,989

$

261

$

2,250

The preliminary Successor goodwill at both July 1, 2021 and September 30, 2021 was $3.4 billion and $36 million for Employer Solutions and Professional Services, respectively. Of the preliminary Successor goodwill established during the period, $1.5 billion of the goodwill was tax deductible.

The Company did 0t identify any impairment for the Successor period from July 1, 2021 to September 30, 2021, nor the Predecessor period December 31, 2020 to June 30, 2021. Goodwill is reviewed for impairment utilizing a qualitative assessment or a quantitative goodwill impairment test and the Company determined that it was more likely than not that 0 impairment of goodwill existed as of the evaluation date.

Intangible assets by asset class are as follows (in millions):

	Successor						Predecessor
	September 30, 2021						December 31, 2020						September 30, 2022						December 31, 2021
	Gross				Net		Gross						Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount
Intangible assets:
Customer related and contract based intangibles	$	3,456	$	58	$	3,398	$	2,078	$	486	$	1,592
Customer-related and contract based intangibles													$	3,655		303		3,352	$	3,662	$	119	$	3,543
Technology related intangibles		222		9		213		316		180		136		254		52		202		254		20		234
Trade name (finite life)		400		7		393		8		6		2		407		35		372		407		14		393
Trade name (indefinite life)		—		—		—		3		—		3
Total	$	4,078	$	74	$	4,004	$	2,405	$	672	$	1,733	$	4,316		390		3,926	$	4,323	$	153	$	4,170

The ~~net~~change in gross carrying ~~amount of Intangible assets as of September 30, 2021~~amounts for customer-related and contract-based intangibles includes the ~~preliminary fair values for customer related and contract based identifiable intangible assets, technology related intangible assets and tradename assets based on management’s preliminary estimate~~unfavorable impact of ~~fair value (see Note 4 “Acquisitions” for further information).~~foreign currency translation adjustments.

~~As a result of the Business Combination, all accumulated amortization previously recorded by the Predecessor was reduced to 0 as of July 1, 2021.~~ Amortization expense from finite-lived intangible assets for the Successor three and nine months ended September 30, 2022 and three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and three and nine months ended September 30, 2020~~ was ~~$74~~$78 million, ~~$100~~$237 million, ~~$51~~$74 million and ~~$151~~$100 million respectively, which was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of September 30, 2022 (in millions, except for years):


	Net		Weighted-Average
	Carrying		Remaining
	Amount		Useful Lives
Intangible assets at September 30, 2022:
Customer-related and contract-based intangibles	$	3,352		13.7
Technology-related intangibles		202		4.7
Trade name (finite life)		372		13.6
Total	$	3,926

Subsequent to September 30, ~~2021,~~2022, the annual amortization expense is expected to be as follows (in millions):


	Customer-Related		Technology		Trade
	and Contract Based		Related		Name
	Intangibles		Intangibles		Intangible
2022 (October - December)	$	61	$	11	$	7
2023		245		43		28
2024		245		43		28
2025		245		43		28
2026		245		42		27
Thereafter		2,311		20		254
Total amortization expense	$	3,352	$	202	$	372

Customer Related

Technology

Trade

and Contract Based

Related

Name

Intangibles

Intangibles

Intangible

Remainder of 2021 (October - December)

$

58

$

10

$

6

2022

230

37

27

2023

230

37

27

2024

230

37

27

2025

230

37

27

Thereafter

2,420

55

279

Total amortization expense

$

3,398

$

213

$

393

7. Income Taxes

The Company’s effective tax ~~rate~~rates for the Successor three and nine months ended September 30, 2022 and the three months ended September 30, 2021, ~~was 0%,~~ and ~~for~~ the Predecessor six months ended June 30, 2021 ~~was 17%.~~ were 31%, 82%, 0% and 16%, respectively.

The ~~Company’s effective tax rate for the Predecessor three months ended September 2020 was 74% and for the Predecessor nine months ended September 30, 2020 was 16%.~~

~~The change~~changes in the effective tax ~~rate is~~rates were primarily driven by the Business Combination as the Predecessor and certain of its subsidiaries operated in the U.S. as partnerships for income tax purposes and generally as corporate entities in non-U.S. jurisdictions. The Predecessor effective tax rate for the applicable ~~periods~~period was substantially lower due to certain non-recurring items included in pre-tax and tax expense during the ~~fact that~~Successor periods.

The effective tax rates for the Successor three and nine months ended September 30, 2022 were higher than the 21% U.S. statutory corporate income tax rate. This difference is primarily due to the recognition of a benefit for an uncertain tax position for which the statute of limitations has lapsed, and partially offset by losses in certain ~~subsidiaries are subject to federal, state, local and foreign~~non-U.S. jurisdictions for which tax benefits have not been recorded.

The Company has historically calculated the provision for income taxes ~~(as applicable).~~

during interim reporting periods by applying an estimate of the annual effective tax rate ("AETR") for the full fiscal year to ordinary income or loss for the reporting period. During the three months ended September 30, 2022, the Company determined that the historical method could not be used as the AETR became highly sensitive due to the amount of aggregate projected tax in relation to the projected ordinary income. The unusual circumstance which increases the aggregate projected tax relates to the relative mix of pretax income and loss in relation to the income tax expense or benefit that may be required or allowed in our various global jurisdictions. Accordingly, the Company calculated the provision for income taxes using the actual effective tax rate for the ~~Successor~~ three months and nine months ended September 30, ~~2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to non-recurring non-deductible items related to the Business Combination.~~2022.

8. Debt

Debt outstanding consisted of the following (in millions):


		September 30,			December 31,
	Maturity Date	2022			2021
Term Loan	May 1, 2024	$	67		$	72
Term Loan, Amended	October 31, 2026		—			1,958
Term Loan, Third Incremental(1)	August 31, 2028		—			517
Term Loan, B-1(2)	August 31, 2028		2,454			—
Secured Senior Notes	June 1, 2025		311			314
$294 million Revolving Credit Facility, Amended	August 31, 2026		—			—
Other	June 30, 2022		—			7
Total debt, net			2,832			2,868
Less: current portion of long-term debt, net			(31	)		(38	)
Total long-term debt, net		$	2,801		$	2,830

		~~Predecessor~~
		~~December 31,~~
	~~Maturity Date~~	~~2020~~
~~Term Loan~~	~~May 1, 2024~~	$	~~634~~
~~Term Loan, Amended~~	~~October 31, 2026~~		~~1,976~~
~~Secured Senior Notes~~	~~June 1, 2025~~		~~300~~
~~Unsecured Senior Notes~~	~~June 1, 2025~~		~~1,230~~
~~$24m Revolving Credit Facility~~	~~May 1, 2022~~		—
~~$226m Revolving Credit Facility, Amended~~	~~October 31, 2024~~		—
~~Other~~	~~December 31, 2021~~		10
~~Total gross debt~~			~~4,150~~
~~Less: term loan and senior note financing fees and premium, net~~			~~(72~~	)
~~Total debt, net~~			~~4,078~~
~~Less: current portion of long term debt, net~~			~~(37~~	)
~~Total long term debt, net~~		$	~~4,041~~

(1)

		~~Successor~~
		~~September 30,~~
	~~Maturity Date~~	~~2021~~
~~Term Loan~~	~~May 1, 2024~~	$	73
~~Term Loan, Amended~~	~~October 31, 2026~~		~~1,963~~
~~Term Loan, Third Incremental~~⁽¹⁾	~~August 31, 2028~~		~~519~~
~~Secured Senior Notes~~	~~June 1, 2025~~		~~315~~
~~$294m Revolving Credit Facility, Amended~~	~~August 31, 2026~~		—
~~Other~~	~~December 31, 2021~~		12
~~Total debt, net~~			~~2,882~~
~~Less: current portion of long term debt, net~~			~~(43~~	)
~~Total long term debt, net~~		$	~~2,839~~

⁽¹⁾The net balance for the Third Incremental Term Loan at December 31, 2021 includes unamortized debt issuance costs of $6$6 million.

~~Purchase Accounting~~

~~As part of purchase accounting~~

In May 2017, the Company entered into a ~~7-year~~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~~$270 million of principal using the proceeds from the August 2020 Unsecured Senior Notes issuance, extending the maturity date on ~~$1,986~~$1,986 million of the balance to October 31, 2026, and adding an interest rate floor of 50 ~~bps.~~ bps (the "Amended Term Loan"). As part of the consideration transferred in the Business Combination, ~~$556~~$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~~$525 million that matures August 31, ~~2028.~~2028. In January 2022, the Company refinanced the Amended Term Loan and the Third Incremental Term Loan to have a concurrent maturity date of August 31, 2028 and updated interest rate terms as described below (the "B-1 Term Loan").

Interest rates on the original Term Loan borrowings are based on the London Interbank Offered Rate (“LIBOR”) ~~subject to a 50 bps interest rate floor in respect of the Amended and Third Incremental Loans,~~ plus a margin based on defined ~~ratios;~~ ratios (275 or 300 ~~bps for the Term Loan, 325 or 350 bps for the amended Term Loan, and 300 bps for the Third Incremental Term Loan.~~ bps). The Company used the 1‑month LIBOR rate for all periods presented. Interest rates on the B-1 Term Loan borrowings are based on the Secured Overnight Financing Rate ("SOFR") plus a margin of 300 bps. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. ~~The first mandatory principal payment for~~

During the ~~Third Incremental Term Loan is due December 31, 2021. During~~Successor nine months ended September 30, 2022, the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021, ~~and three and nine months ended September 30, 2020,~~ the Company made total principal payments of ~~$563~~$24 million, ~~$13 million, $277~~$563 million, and ~~$291 million.~~$13 million, respectively. The Company utilized swap agreements to fix a portion of the floating interest rates ~~to May 2024~~through December 2026 (see Note 13 “Derivative Financial Instruments”).

~~During~~In May 2020, the Company issued ~~$300~~$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%~~5.75% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, ~~2020.~~2020.

In May 2017, the Company issued $500 million of Initial Unsecured Senior Notes. During November 2017, July 2019, and August 2020, the Company issued additional Unsecured Senior Notes under identical terms as the Initial Unsecured Senior Notes for $180 million, $280 million, and $270 million, respectively (collectively “Unsecured Senior Notes”). The Unsecured Senior Notes had a maturity date of June 1, 2025 and accrue interest at a fixed rate of 6.750% per annum, payable semi-annually on June 1 and December 1 of each year.

~~As part of the consideration transferred in the Business Combination, the Unsecured Senior Notes were fully redeemed.~~

In May 2017, the Company entered into a ~~5-year $250~~5-year $250 million ~~Revolver~~revolving credit facility with a multi-bank syndicate with a maturity date of May 1, ~~2022.~~2022. During August 2020, the Company extended the maturity date for ~~$226~~$226 million of the ~~Revolver~~revolving credit facility to October 31, ~~2024.~~2024. In

August 2021, the Company replaced and refinanced the ~~Revolvers~~revolving credit facilities with a ~~$294~~$294 million ~~Revolver~~revolving credit facility with a maturity date of August 31, ~~2026.~~2026. At September 30, ~~2021, $4~~2022, $3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the ~~Revolver~~revolving credit facility and there were 0no additional borrowings. The Company is required to make periodic payments for commitment fees and interest related to the ~~Revolver~~revolving credit facility and outstanding letters of credit. During the Successor three and nine months ended September 30, 2022 and three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and the three and nine months ended September 30, 2020~~ the Company made immaterial payments related to these fees.

As part of the acquisition of NGA HRHuman Resources ("NGA HR") during the year ended December 31, 2019, the Company acquired a revolving credit facility of approximately ~~$21~~$20 million secured on the accounts receivable balance of NGA HR. ~~As of~~During the nine months ended September 30, ~~2021,~~2022, the ~~outstanding~~Company made principal payments of $110 million, offset by borrowings ~~under this facility were $12 million, which are reflected in Other in the table above.~~of $104

million. Interest was calculated based on an applicable reference rate plus a margin. The facility ~~matures~~was terminated on ~~December 31, 2021,~~June 29, 2022, with all borrowings and associated interest repaid at ~~which time any outstanding borrowings are repayable in full, with interest payable monthly. Interest is calculated as LIBOR plus 3.5% per annum.~~that time.

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.

The unamortized financing fees and premiums related to the $556 million payment of the Term Loan in July 2021 and the redemption of the Unsecured Senior Notes in July 2021, were written down as part of the purchase accounting for the Business Combination.

For the Successor three months ended September 30, 2021, a $1 million benefit was recorded, for the Predecessor six months ended June 30, 2021, and three and nine months ended September 30, 2020, expenses of $8 million, $4 million and $13 million, respectively, were amortized and recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

As part of the purchase accounting for the Business Combination, the unamortized financing fees related to the Revolver were written off. In August 2021, $1 million of fees associated with the refinanced Revolver were capitalized. As the Revolver has 0 outstanding balance as of September 30, 2021, the related $1 million of financing fees are recorded in Other assets and are being amortized on a straight-line basis over the term of the Revolver. The straight-line amortization is immaterial each year. Amortization for all periods was recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). As of September 30, 2021, immaterial and $1 million of unamortized financing fees related to the Revolver are recorded in Other current assets and Other assets, respectively, on the Condensed Consolidated Balance Sheets. As of December 31, 2020, $1 million and $1 million of unamortized financing fees related to the Revolver are recorded in Other current assets and Other assets, respectively, on the Condensed Consolidated Balance Sheets.

Total interest expense related to the debt instruments for the Successor three and nine months ended September 30, 2022 and three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and three and nine months ended September 30, 2020~~ was ~~$25~~$37 million, ~~$105~~$92 million, ~~$51~~$25 million and ~~$151~~$105 million respectively, which included amortization of financing fees of $1$1 million, ~~benefit~~$2 million and $1 million benefits for the Successor three and nine months ended September 30, 2022 and the three months ended September 30, 2021, respectively, and ~~expenses~~an expense of approximately ~~$8 million, $4 million and $13~~$8 million for the Predecessor six months ended June 30, ~~2020 and three and nine months ended September 30, 2020, respectively.~~2021. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Aggregate contractual principal payments as of September 30, ~~2021~~2022 are as follows (in millions):


Remainder of 2022 (October - December)	$	8
2023		31
2024		83
2025		325
2026		25
Thereafter		2,356
Total payments	$	2,828

Remainder of 2021 (October - December)

$

19

2022

32

2023

32

2024

84

2025

325

Thereafter

2,378

Total payments

$

2,870

There were 0no grants of Class A common units during the six months ended June 30, ~~2021 or the nine months ended September 30, 2020.~~ 2021. Each holder of Class A common units is entitled to one vote per unit.

During the six months ended June 30, 2021, the Company granted 643 Restricted Class A-1 common units. ~~There were 0 grants of Class A-1 common units during the nine months ended September 30, 2020.~~ Holders of Class A-1 common units are not entitled to voting rights.

During the six months ended June 30, 2021, there were 0no grants of Class B common ~~units, and during the nine months ended September 30, 2020 the Company granted 6,409~~ units. Holders of Class B common units are not entitled to voting rights.

Upon the Closing of the Business Combination, 1,000,000 preferred shares, par value ~~$0.0001,~~$0.0001 per share, were authorized. There ~~are 0~~were no preferred shares issued and outstanding as of September 30, ~~2021.~~2022.

As of September 30, ~~2021, 446,802,741~~2022, 464,365,807 shares of Class A ~~common~~Common Stock, including 7,583,284 of shares ~~including 7,821,091~~ of unvested Class A ~~common shares,~~Common Stock, were legally issued and ~~outstanding, par value $0.0001.~~outstanding. Holders of shares of Class A Common ~~Shares~~Stock are entitled to one vote per share, and together with the holders of shares of ~~Company~~ Class B Common Stock, will participate ratably in any dividends that may be declared by the Company’s Board of Directors.

Upon the Closing of the Business Combination, the Seller Earnouts resulted in the issuance of a total of 14,999,998 Class B instruments (including ~~850,416 Unvested~~797,386 unvested shares of Class B ~~common shares~~Common Stock related to employee ~~compensation)~~compensation as of September 30, 2022) to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for ~~Alight~~shares of Class A ~~common shares~~Common Stock in the Business Combination received shares of Class B ~~common shares,~~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 share~~Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B ~~share~~Common Stock or Class B unit converts into a share of Class A ~~share~~Common Stock or Class A unit. If any of the shares of Class B ~~common shares~~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.

T~~hese~~These Class B instruments (excluding the ~~Unvested~~unvested shares of Class B ~~common shares~~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.

As of September 30, ~~2021,~~ 2022, 4,990,453 shares of Class B-1 ~~common shares~~Common Stock were legally issued and outstanding, ~~par value~~including 398,693 unvested shares of ~~$0.0001, including 425,208 Unvested~~ Class B-1 ~~common shares~~Common Stock related to employee compensation. Shares of Class B-1 ~~common shares~~Common Stock vest and automatically convert into shares of Class A Common Stock on a ~~1-for-1~~1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A ~~common shares~~Common Stock equals or exceeds ~~$12.50~~$12.50 per share for 20 or more trading days within a consecutive ~~30-trading~~30-trading day period (or in the event of a change of control or liquidation event that implies a ~~$12.50~~$12.50 per share valuation on a diluted basis).

To the extent any ~~Unvested~~unvested share of Class B-1 ~~common share~~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~~unvested Class A consideration as if such share or unit was part of the ~~Unvested~~unvested Class A consideration as of the Closing Date.

As of September 30, ~~2021,~~ 2022, 2,509,546 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~~1-for-1 basis if the VWAP of the shares of Class A ~~common shares~~Common Stock equals or exceeds ~~$12.50~~$12.50 per share for 20 or more trading days within a consecutive ~~30-trading~~30-trading day period (or in the event of a change of control or liquidation event that implies a ~~$12.50~~$12.50 per share valuation on a diluted basis).

As of September 30, ~~2021,~~ 2022, 4,990,453 shares of Class B-2 ~~common shares~~Common Stock were legally issued and outstanding, ~~par value~~including 398,693 unvested shares of ~~$0.0001, including 425,208 Unvested~~ Class B-2 ~~common shares~~Common Stock related to employee compensation. Shares of Class B-2 ~~common shares~~Common Stock vest and automatically convert into shares of Class A ~~common shares~~Common Stock on a ~~1-for-1~~1-for-1 basis if the VWAP of the shares of Class A ~~common shares~~Common Stock equals or exceeds ~~$15.00~~$15.00 per share for 20 or more trading days within a consecutive ~~30-trading~~30-trading day period (or in the event of a change of control or liquidation event that implies a ~~$15.00~~$15.00 per share valuation on a diluted basis).

To the extent any ~~Unvested~~unvested share of Class B-2 ~~common share~~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~~unvested Class A consideration as if such share or unit was part of the ~~Unvested~~unvested Class A consideration as of the Closing Date.

As of September 30, ~~2021,~~ 2022, 2,509,546 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a ~~1-for-1~~1-for-1 basis if the VWAP of the shares of Class A ~~common shares~~Common Stock equals or exceeds ~~$15.00~~$15.00 per share for 20 or more trading days within a consecutive ~~30-trading~~30-trading day period (or in the event of a change of control or liquidation event that implies a ~~$15.00~~$15.00 per share valuation on a diluted basis).

Upon the Closing of the Business Combination, 10,000,000 shares of Class B-3 ~~common shares,~~Common Stock, par value ~~$0.0001 per share,~~$0.0001, were authorized. There are 0no shares of Class B-3 ~~common shares~~Common Stock issued and outstanding as of September 30, ~~2021.~~2022.

As of September 30, ~~2021, 77,459,687~~2022, 75,800,317 shares of Class V ~~common shares~~Common Stock were legally issued and ~~outstanding, par value of $0.0001.~~outstanding. Holders of Class V Common Stock are entitled to 1one vote per share and have no economic rights. The Class V Common Stock is held on a ~~1-for-1~~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 ~~Company~~ Class V Common Stock, can be exchanged for an equal number of shares of ~~Company~~ Class A Common Stock.

Upon the Closing 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 ~~Alight~~shares of Class A ~~common shares~~Common

Stock in the Business Combination received shares of Class Z ~~common shares,~~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~~unvested shares of Class A, ~~Unvested~~ Class B-1, and ~~Unvested~~ Class B-2 ~~common shares)~~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 September 30, ~~2021,~~ 2022, 5,595,577 shares of Class Z ~~common shares (5,046,819~~Common Stock (5,046,819 Class Z-A, 274,379 Class Z-B-1, and 274,379 Class Z-B-2) were legally issued and ~~outstanding, par value~~outstanding. Holders of ~~$0.0001. Holders~~shares of Class Z-A, Class Z-B-1 and Class Z-B-2 ~~common shares~~Common Stock are not entitled to voting rights. ~~A portion automatically converts~~The Class Z shares convert into shares of ~~Company~~ Class A Common Stock, ~~Company~~ Class B-1 Common Stock or ~~Company~~ Class B-2 Common Stock, as applicable, in connection with the ultimate forfeiture of the ~~Unvested~~shares of unvested Class A, ~~Unvested~~unvested Class B-1, and ~~Unvested~~unvested Class B-2 common ~~shares~~stock issued to participating management holders.

As of September 30, ~~2021,~~ 2022, 3,075,930 Class Z common units ~~(2,774,272~~(2,774,272 Class Z-A, 150,829 Class Z-B-1, and 150,829 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. ~~A portion automatically converts~~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 ~~Unvested~~shares of unvested Class A, ~~Unvested~~unvested Class B-1, and ~~Unvested~~unvested Class B-2 common ~~shares~~stock issued to participating management holders.

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 ~~Alight~~ Class V Common Stock, for a number of shares of ~~Alight~~ Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange.

The Continuing Unitholders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of September 30, ~~2021,~~2022, there were ~~524,262,428~~540,166,124 Class A Units outstanding, of which ~~446,802,741~~464,365,807 are held by the Company and ~~77,459,687~~75,800,317 are held by the noncontrolling interest of the Company.

The Alight Holdings ~~Operating Agreement~~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 ~~FTAC Surviving Corporation~~Alight Group, Inc. and ~~the Alight Blockers,~~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 ~~Operating Agreement~~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.

During the nine months ended September 30, 2022, 1,659,370 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 $17 million, recorded in Additional paid-in capital. Pursuant to the TRA, described in Note 15 "Tax Receivable Agreement," the Class A unit exchanges created additional TRA liabilities of $7 million, with offsets to Additional paid-in-capital.

On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase up to $100 million of issued and outstanding shares of Class A Common Stock, par value $0.0001 per share, from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company.

During the three months ended September 30, 2022, 1,506,385 Class A Common Stock shares were repurchased under the Program for a total cost of $12 million (including broker commissions). As of September 30, 2022, there was $88 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:

Successor

Class A

Class B-1

Class B-2

Class V

Class Z

Balance at July 1, 2021

438,968,920

4,990,453

4,990,453

77,459,687

5,595,577

Issuance for compensation to non-employees⁽¹⁾

12,730

—

—

—

—

Balance at September 30, 2021

438,981,650

4,990,453

4,990,453

77,459,687

5,595,577


	Class A			Class B-1		Class B-2		Class V			Class Z		Treasury
Balance at December 31, 2021		456,282,881			4,990,453		4,990,453		77,459,687			5,595,577		—
Conversion of noncontrolling interest		1,239,256			—		—		(1,239,256	)		—		—
Shares granted upon vesting		106,188			—		—		—			—		—
Issuance for compensation to non-employees(1)		13,743			—		—		—			—		—
Balance at March 31, 2022		457,642,068			4,990,453		4,990,453		76,220,431			5,595,577		—
Conversion of noncontrolling interest		333,715			—		—		(333,715	)		—		—
Shares granted upon vesting		50,132			—		—		—			—		—
Issuance for compensation to non-employees(1)		20,258			—		—		—			—		—
Balance at June 30, 2022		458,046,173			4,990,453		4,990,453		75,886,716			5,595,577		—
Conversion of noncontrolling interest		86,399			—		—		(86,399	)		—		—
Shares granted upon vesting		135,445			—		—		—			—		—
Issuance for compensation to non-employees(1)		20,891			—		—		—			—		—
Share repurchases		(1,506,385	)		—		—		—			—		1,506,385
Balance at September 30, 2022		456,782,523			4,990,453		4,990,453		75,800,317			5,595,577		1,506,385

⁽¹⁾(1) Issued to certain members of the Board of Directors in lieu of cash retainer.

There were no dividends declared during the Successor three and nine months ended September 30, ~~2021.~~2022.

As of September 30, ~~2021,~~2022, the Accumulated other comprehensive ~~loss~~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 ~~for all periods presented was immaterial.~~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 ~~loss,~~income, net of ~~non-controlling~~noncontrolling interests, ~~and tax,~~ are as follows (in millions):

Predecessor

Foreign

Currency

Interest

Translation

Rate

Adjustments

Swaps⁽¹⁾

Total

Balance at December 31, 2020

$

5

$

(47
)

$

(42
)
Other comprehensive income before reclassifications, net of tax

4

10

14

Amounts reclassified from accumulated other comprehensive loss, net of tax

—

7

7

Net current period other comprehensive income, net of tax

4

17

21

Balance at March 31, 2021

$

9

$

(30
)

$

(21
)
Other comprehensive income (loss) before reclassifications, net of tax

4

(1
)

3

Amounts reclassified from accumulated other comprehensive loss, net of tax

—

7

7

Net current period other comprehensive income, net of tax

4

6

10

Balance at June 30, 2021

$

13

$

(24
)

$

(11
)

Successor

Foreign

Currency

Interest

Translation

Rate

Adjustments

Swaps⁽¹⁾

Total

Balance at July 1, 2021

$

—

$

—

$

—

Other comprehensive loss before reclassifications, net of tax

2

1

3

Amounts reclassified from accumulated other comprehensive loss, net of tax

—

—

—

Net current period other comprehensive loss, net of tax

2

1

3

Balance at September 30, 2021

$

2

$

1

$

3


	Foreign
	Currency			Interest
	Translation			Rate
	Adjustments(1)			Swaps(2)			Total
Balance at December 31, 2021	$	—		$	8		$	8
Other comprehensive (loss) income before reclassifications		(4	)		53			49
Tax expense (benefit)		1			(14	)		(13	)
Other comprehensive (loss) income before reclassifications, net of tax		(3	)		39			36
Amounts reclassified from accumulated other comprehensive income		—			—			—
Tax expense		—			—			—
Amounts reclassified from accumulated other comprehensive income, net of tax		—			—			—
Net current period other comprehensive income, net of tax		(3	)		39			36
Balance at March 31, 2022	$	(3	)	$	47		$	44
Other comprehensive (loss) income before reclassifications		(11	)		19			8
Tax expense (benefit)		—			9			9
Other comprehensive (loss) income before reclassifications, net of tax		(11	)		28			17
Amounts reclassified from accumulated other comprehensive income		—			—			—
Tax expense		—			—			—
Amounts reclassified from accumulated other comprehensive income, net of tax		—			—			—
Net current period other comprehensive income, net of tax		(11	)		28			17
Balance at June 30, 2022	$	(14	)	$	75		$	61
Other comprehensive (loss) income before reclassifications		(11	)		45			34
Tax expense (benefit)		1			(3	)		(2	)
Other comprehensive (loss) income before reclassifications, net of tax		(10	)		42			32
Amounts reclassified from accumulated other comprehensive income		—			(6	)		(6	)
Tax expense		—			—			—
Amounts reclassified from accumulated other comprehensive income, net of tax		—			(6	)		(6	)
Net current period other comprehensive income, net of tax		(10	)		36			26
Balance at September 30, 2022	$	(24	)	$	111		$	87

⁽¹⁾Foreign currency translation adjustments include $13 million losses 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.

~~Prior to the Business Combination, share-based~~Share-based payments ~~to employees include~~consist of grants of restricted share units (“RSUs”) and ~~performance based~~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 Company recognizes 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 RSU Class B units accelerated on the Closing Date. 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 Alight common shares as discussed below.

~~The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor six months ended June 30, 2021:~~

In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company.

The Class B and Class A-1 units that were replaced represent the ~~Unvested~~unvested shares of Class A, ~~Unvested~~ Class B-1 and ~~Unvested~~ Class B-2 ~~common shares~~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.~~Accounting Standards Codification Topic 718, Compensation - Stock Compensation.

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 three and nine months ended September 30, ~~2021,~~2022, approximately ~~50%~~55% of the units are subject to time-based vesting requirements and approximately ~~50%~~45% are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably each ~~December 31~~March 10 over a three-year period with one-third vesting on ~~December 31,~~each of March 10, 2023, 2024 and 2025. The PRSUs granted in 2021 ~~2022 and 2023. The majority of the PRSUs~~ vest upon achievement of the Company’s performance goal, Total Contract Value of Business Process as a Service ("BPaaS"). The PRSUs granted in 2022 vest upon achievement of the Company’s performance goal, Total BPaaS Revenue and Total Consolidated Revenue.

The Company ~~recognizes~~begins to recognize expense associated with the PRSUs when the achievement of the performance condition is deemed probable. During the nine months ended September 30, 2022, based on management's analysis of the corresponding performance conditions, the Company increased expected achievement levels related to the PRSUs granted in 2021.

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 ~~period three~~nine months ended September 30, ~~2021~~2022 was ~~$116~~approximately $45 million and ~~$114~~$162 million, respectively.

The following tables summarizes the unit activity related to the RSUs and PRSUs during the ~~Successor three~~nine months ended September 30, ~~2021~~2022::

⁽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.

~~The Company recorded the~~Total share-based compensation costs related to the RSUs and PRSUs ~~for~~are recorded in the ~~Successor three months ended September 30, 2021, the Predecessor six months ended June 30, 2021, and three and nine months ended September 2020~~Condensed Consolidated Statements of ~~$15 million, $5 million, $1 million and $5 million, respectively.~~Comprehensive Income (Loss) as follows (in millions):


	Successor						Predecessor
	Three Months Ended		Nine Months Ended		Three Months Ended		Six Months Ended
	September 30,		September 30,		September 30,		June 30,
	2022		2022		2021		2021
Cost of services, exclusive of depreciation and amortization	$	12	$	29	$	3	$	1
Selling, general and administrative		42		100		12		4
Total share-based compensation expense	$	54	$	129	$	15	$	5

As of September 30, ~~2021,~~2022, total future compensation expense related to unvested RSUs was ~~$116~~$79 million, which will be recognized over a remaining weighted-average amortization period of approximately ~~2.3~~1.4 years. As of September 30, ~~2021,~~2022, total future compensation expense related to PRSUs was ~~$161~~$189 million, which will be recognized over a remaining weighted-average amortization period of approximately ~~the next 2.4~~1.6 years.

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.~~periods. 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 ~~then~~ 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~~Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of ~~the end of the Successor period,~~September 30, 2022, 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):

	~~Successor~~
	~~Three Months Ended~~
	~~September 30,~~
	~~2021~~
~~Basic and diluted net loss per share:~~
~~Numerator~~
~~Net loss attributable to Alight, Inc. - basic and diluted~~	$	~~(107~~	)
~~Denominator~~
~~Weighted average shares outstanding - basic and diluted~~		~~438,968,920~~
~~Basic and diluted net loss per share~~	$	~~(0.24~~	)


	Three Months Ended			Nine Months Ended			Three Months Ended
	September 30,			September 30,			September 30,
	2022			2022			2021
Basic and diluted (net loss) earnings per share:
Numerator
Net (loss) income attributable to Alight, Inc. - basic	$	(37	)	$	3		$	(107	)
Loss impact of conversion of noncontrolling interest		—			(1	)		—
Net (loss) income attributable to Alight, Inc. - diluted	$	(37	)	$	2			(107	)
Denominator
Weighted-average shares outstanding - basic		457,904,703			457,535,329			438,968,920
Dilutive effect of the exchange of noncontrolling interest units		—			75,800,317			—
Dilutive effect of RSUs		—			770,953			—
Weighted-average shares outstanding - diluted		457,904,703			534,106,599			438,968,920
Basic (net loss) earnings per share	$	(0.08	)	$	0.01		$	(0.24	)
Diluted (net loss) earnings per share	$	(0.08	)	$	0.00		$	(0.24	)

For the Successor three and nine months ended September 30, 2022 and the three months ended September 30, 2021, ~~77,459,687 units related to noncontrolling interests, 59,633,274~~ ~~warrants,~~10,289,937, 9,518,984 and 9,988,297, respectively, unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive.

For the Successor three months ended September 30, 2022 and the three months ended September 30, 2021, 75,800,317 and 77,459,687, respectively, Alight Holdings Class A units related to noncontrolling interests were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive.

In addition, 14,999,998 shares related to the Seller Earnouts and ~~16,043,624~~33,148,917 unvested PRSUs, based on maximum achievement levels, 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~~.period.

12. Segment Reporting

The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s ~~CODM~~Chief Executive Officer is its ~~Chief Executive Officer.~~CODM. 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 Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.

The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis.

Information regarding the Company’s current reportable segments is as follows (in millions):

Revenue

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

2021

2021

2020

2020

Employer Solutions

Recurring

$

522

$

1,049

$

498

$

1,516

Project

65

107

61

162

Total Employer Solutions

587

1,156

559

1,678

Professional Services

Recurring

32

60

28

78

Project

61

124

65

194

Total Professional Services

93

184

93

272

Hosted Business

10

21

16

58

Total

$

690

$

1,361

$

668

$

2,008

Segment Profit

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

2021

2021

2020

2020

Employer Solutions

$

151

$

274

$

120

$

389

Professional Services

4

7

12

23

Hosted Business

(2
)

(3
)

—

4

Total of all reportable segments

153

278

132

416

Share-based compensation

15

5

1

5

Transaction and integration

3

—

—

—

Non-recurring professional expenses⁽¹⁾

17

18

—

—

Transformation initiatives⁽²⁾

—

—

—

11

Restructuring

3

9

10

57

Other⁽³⁾

2

(5
)

4

28

Depreciation

14

49

24

66

Intangible amortization

74

100

51

151

Operating Income

25

102

42

98

Loss from change in fair value of financial instruments

90

—

—

—

Loss from change in fair value of tax receivable agreement

27

—

—

—

Interest expense

28

123

61

172

Other expense (income), net

—

9

3

(1
)
Loss Before Income Tax (Benefit) Expense

$

(120
)

$

(30
)

$

(22
)

$

(73
)


	Revenue

	Successor						Predecessor
	Three Months Ended		Nine Months Ended		Three Months Ended		Six Months Ended
	September 30,		September 30,		September 30,		June 30,
	2022		2022		2021		2021
Employer Solutions
Recurring	$	583	$	1,712	$	522	$	1,049
Project		62		170		65		107
Total Employer Solutions		645		1,882		587		1,156
Professional Services
Recurring		32		94		32		60
Project		63		182		61		124
Total Professional Services		95		276		93		184
Hosted Business		10		32		10		21
Total	$	750	$	2,190	$	690	$	1,361

⁽¹⁾

~~Non-recurring professional expenses primarily includes external advisor costs related to the Company’s Business Combination completed in the third quarter of 2021.~~

⁽²⁾	~~Transformation initiatives in fiscal year 2020 includes expenses related to enhancing our data center.~~

⁽³⁾	~~Other primarily includes long-term incentive expenses and expenses related to acquisitions in fiscal year 2020, offset by Other expense (income), net.~~

There was 0no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented.


	Segment Profit

	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
	2022			2022			2021			2021
Employer Solutions	$	130		$	419		$	151		$	274
Professional Services		3			—			4			7
Hosted Business		—			(2	)		(2	)		(3	)
Total of all reportable segments		133			417			153			278
Share-based compensation		54			129			15			5
Transaction and integration expenses(1)		2			11			3			—
Non-recurring professional expenses(2)		—			—			17			18
Restructuring		23			43			3			9
Other(3)		5			16			2			(5	)
Depreciation		21			56			14			49
Intangible amortization		78			237			74			100
Operating (Loss) Income		(50	)		(75	)		25			102
Loss (Gain) from change in fair value of financial instruments		10			(53	)		90			—
(Gain) Loss from change in fair value of tax receivable agreement		(20	)		(63	)		27			—
Interest expense		31			89			28			123
Other (income) expense, net		(6	)		(14	)		—			9
Loss Before Income Tax Benefit	$	(65	)	$	(34	)	$	(120	)	$	(30	)

(1)

Transaction and integration expenses includes activity related to acquisitions.

(2)

Non-recurring professional expenses includes external advisor and legal costs related to the Company’s Business Combination completed in 2021.

(3)

For the Successor three and nine months ended September 30, 2022, Other primarily includes expenses related to debt refinancing completed in the first quarter of 2022 and other non-operational activities, offset by Other income, net. For the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021, Other includes long-term incentive expenses, offset by Other expense, net.

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 September 30, 2021			Fixed Rate			Expiration Date	Effective Date	Initial Notional Amount		Notional Amount Outstanding as of September 30, 2022			Fixed Rate			Expiration Date
July 2021	August 2020		557,500,000			557,500,000		2.5070	%	May 2022	August 2020	$	89,863,420	$		100,000,000		3.0680	%	February 2023
July 2021	August 2020		89,863,420			98,078,920		3.0854	%	February 2023
July 2021	August 2020		181,205,050			168,155,300		0.7775	%	May 2024
July 2021	August 2020		388,877,200			373,963,200		0.7430	%	May 2024
July 2021	May 2022		220,130,318		n/a			0.5170	%	May 2024
July 2021	May 2022		306,004,562		n/a			0.5127	%	May 2024
December 2021											August 2020	$	181,205,050	$		481,038,832		0.7203	%	April 2024
December 2021											August 2020	$	388,877,200	$		600,859,988		0.6826	%	April 2024
December 2021											May 2022	$	220,130,318	$		219,176,668		0.4570	%	April 2024
December 2021											May 2022	$	306,004,562	$		303,672,012		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

Concurrent with ~~execution of the Business Combination and the $556 million pay down of~~ the Term Loan ~~3 hedges were terminated, and 2 previously unfloored hedges were~~refinancing, we amended ~~to incorporate an interest rate floor of 50 bps. All~~our interest rate swaps 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 ~~redesignated~~amended from LIBOR to SOFR; as we are permitted to maintain the designation through the transition. Also during the Successor nine months ended September 30, 2022, we executed an additional interest rate swap, which has been designated as a cash flow ~~hedges in accordance with ASC 805.~~hedge.

Our swap agreements amortize or accrete based on achieving targeted hedge ratios. All interest rate swaps have been designated as cash flow hedges. As a result of ~~the amendment,~~hedge amendments in December 2021 and July 2021, the fair value of the instruments at the time of re-designation are being amortized into interest expense over the remaining life of the instruments.

Financial Instrument Presentation

The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions):

	Successor		Predecessor
	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Assets
Other current assets					$	60	$	1
Other assets	$	5	$	—	$	82	$	16
Total	$	5	$	—	$	142	$	17

Liabilities
Other current liabilities	$	12	$	28	$	—	$	8
Other liabilities		1		19		—		1
Total	$	13	$	47	$	—	$	9

The Company estimates that approximately $2$59 million of derivative ~~losses~~gains included in Accumulated other comprehensive ~~loss~~income as of September 30, ~~2021~~2022 will be reclassified into earnings over the next twelve months.

14. Financial Instruments

Seller Earnouts

Upon completion of the Business Combination, the equity owners of Alight Holdings received an earnout in the form of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock if, at any time

during the seven years following the Closing Date certain criteria are achieved. See Note 9 “Stockholders’ and Members’ 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.

In addition, a portion of the Seller Earnouts relates to Class Z instruments that were forfeited by individual equityholders and will be re-allocated to the holders of unvested management equity upon the ultimate vesting date. See Note 9 “Stockholders’ and Members’ Equity” for additional information regarding the Class Z instruments. This portion of Seller Earnouts is accounted for as a contingent consideration liability recorded at the fair value on the individual forfeiture date. These instruments are not subject to remeasurement at each balance sheet date. As of September 30, 2022, the balance for this portion of the Seller Earnouts was $1 million, offset in Loss (Gain) from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The majority of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This portion of the Seller Earnouts are subject to remeasurement at each balance sheet ~~date~~date. At September 30, 2022 and ~~as of September 30,~~December 31, 2021, the Seller Earnouts had a fair value of ~~$144 million.~~$81 million and $135 million, respectively. For the Successor three and nine months ended September 30, ~~2021,~~2022, a loss of ~~$35~~$10 million and a gain of $54 million, respectively, was recorded in Loss (Gain) from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss).

~~Warrants~~

In connection with the Business Combination, the Company has issued and outstanding warrants to purchase Class A common shares 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”). As of September 30, 2021, there were 59,633,274 warrants outstanding, which includes 34,499,941 Public Warrants, 10,000,000 Forward Purchase Warrants, and 15,133,333 Private Warrants that were exchanged for an equivalent number of Class C Units representing limited liability company interests of Alight Holdings and will have the same terms as the Private Warrants. Each of the Public Warrants, Forward Purchase Warrants and Class C Units (collectively the “Warrants”) are exercisable for 1 share of Alight, Inc. Class A Common Stock.

~~The Warrants will expire July 2, 2026, 5 years after the completion of the Business Combination and are exercisable beginning after certain lock-up periods as described in the warrant agreement.~~ Once the warrants become exercisable, the Company may redeem for $0.01 per warrant the outstanding Public Warrants if the Company’s Class A Share price equals or exceeds $18.00 per share, subject to certain conditions and adjustments. If the Company’s Class A Share price is greater than $10.00 per share but less than $18.00 per share, then the Company may redeem Warrants for $0.10 per warrant, subject to certain conditions and adjustments. Holders may elect to exercise their warrants on a cashless basis.

~~The Company accounts for Warrants as~~ liabilities at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Warrants do not meet the criteria for classification within equity. The Warrants are subject to remeasurement at each balance sheet date. ~~As of September 30, 2021, the Warrants had a fair value of $182 million. For the Successor three months ended September 30, 2021, a loss of $55 million was recorded in~~ ~~Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss)~~.

~~15. Fair Value Measurement~~

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows:

•

~~Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities;~~

•

~~Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and~~

•

~~Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.~~

~~The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions):~~

Successor

September 30, 2021

Level 1

Level 2

Level 3

Total

Assets

Interest rate swaps

$

—

$

5

$

—

$

5

Total assets recorded at fair value

$

—

$

5

$

—

$

5

Liabilities

Interest rate swaps

$

—

$

13

$

—

$

13

Contingent consideration liability

—

—

29

29

Seller Earnouts liability

—

—

144

144

Warrant liability

182

—

—

182

Tax receivable agreement liability

—

—

605

605

Total liabilities recorded at fair value

$

182

$

13

$

778

$

973

Predecessor

December 31, 2020

Level 1

Level 2

Level 3

Total

Liabilities

Interest rate swaps

$

—

$

47

$

—

$

47

Foreign currency hedges

—

—

—

—

Contingent consideration liability

—

—

26

26

Total liabilities recorded at fair value

$

—

$

47

$

26

$

73

~~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.

~~Warrants~~

The Company accounts for the Warrants for the Company’s Class A Common Stock as liabilities at fair value because the warrants do not meet the criteria for classification within equity. The provisions of all warrant agreements provide similar value to its holders; therefore, all Warrants are valued based on the closing market price of the applicable date of the Condensed Consolidated Balance Sheets, within Financial instruments. The change in the fair value of the Warrant liability is recorded in Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss).

~~Contingent Consideration~~

The contingent consideration liabilities relate to acquisitions completed during the years ended December 31, 2020 and 2018, and are included in Other current liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other expense, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions):

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

2021

2021

2020

2020

Beginning balance

$

29

$

26

$

22

$

22

Acquisitions

0

2

3

3

Accretion of contingent consideration

0

1

0

0

Ending Balance

$

29

$

29

$

25

$

25

~~Seller Earnouts~~

~~The Company accounts for the Seller Earnouts as contingent consideration liabilities at fair value in Financial Instruments in the Condensed Consolidated Balance Sheets.~~ The fair value of the Seller Earnouts is determined using Monte Carlo simulation and Option Pricing ~~Methods. Changes in the fair value of the liability is included in Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss)~~Methods (Level 3 inputs, see Note 16 "Fair Value Measurements"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 50%, risk-free interest rate of 4.03%, expected holding period of 5.76 years 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.

15. Tax Receivable Agreement

In connection with the Business Combination, Alight entered into the ~~Tax Receivable Agreement (the “TRA”)~~TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, wethe 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 ~~may~~will be substantial.

The Company’s TRA liability ~~and Seller Earnouts liability are~~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 September 30, 2022 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 26.17%; (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 10.1%.

Subsequent to the Business Combination, we will record additional liabilities under the TRA 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 Successor nine months ended September 30, 2022, an additional TRA liability of $7 million was established as a result of these exchanges.

The following table summarizes the changes in the TRA liabilities (in millions):


	Tax Receivable
	Agreement Liability
Beginning balance as of December 31, 2021	$	581
Measurement period adjustment		(8	)
Fair value remeasurement		(63	)
Conversion of noncontrolling interest		7
Ending Balance as of September 30, 2022		517
Less: current portion included in other current liabilities		(6	)
Total long-term tax receivable agreement liability	$	511

16. Fair Value Measurement

•

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):


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	142	$	—	$	142
Total assets recorded at fair value	$	—	$	142	$	—	$	142

Liabilities
Interest rate swaps	$	—	$	—	$	—	$	—
Contingent consideration liability		—		—		23		23
Seller Earnouts liability		—		—		81		81
Tax receivable agreement liability		—		—		510		510
Total liabilities recorded at fair value	$	—	$	—	$	614	$	614


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	17	$	—	$	17
Total assets recorded at fair value	$	—	$	17	$	—	$	17

Liabilities
Interest rate swaps	$	—	$	9	$	—	$	9
Contingent consideration liability		—		—		33		33
Seller Earnouts liability		—		—		135		135
Tax receivable agreement liability		—		—		581		581
Total liabilities recorded at fair value	$	—	$	9	$	749	$	758

Derivatives

Contingent Consideration

The contingent consideration liabilities relate to acquisitions completed during the Successor six months ended December 31, 2021, the Predecessor years ended December 31, 2020 and 2018, and are included in Other current liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the ~~TRA and Seller Earnouts~~liabilities are ~~preliminary and~~included in Other (income) expense, net in the ~~final~~Condensed Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, ~~could have a material impact~~including assumptions

regarding discount rates and probability assessments based on the ~~preliminary purchase price allocation disclosed. The fair values will be finalized as soon as practicable, but no later than one year from~~likelihood of reaching the various targets set out in the acquisition ~~date.~~ agreements.

The following table ~~provides a reconciliation of~~summarizes the ~~TRA liability and Seller Earnout liability for the Successor three months ended September 30, 2021:~~changes in deferred contingent consideration liabilities (in millions):

Successor

TRA

Seller Earnouts

Liability

Liability

Balance at July 1, 2021

$

578

$

109

Loss from change in fair value of TRA

27

—

Loss from change in fair value of Seller Earnouts

—

35

Balance at September 30, 2021

$

605

$

144


	Successor								Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended		Six Months Ended
	September 30,			September 30,			September 30,		June 30,
	2022			2022			2021		2021
Beginning balance	$	25		$	33		$	29	$	26
Measurement period adjustments		—			(2	)		—		2
Accretion of contingent consideration		—			1			—		1
Remeasurement of acquisition-related contingent consideration		(2	)		(9	)		—		—
Ending Balance	$	23		$	23		$	29	$	29

Non-Recurring Fair Value Measurements

The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions):

	Successor				Predecessor
	September 30, 2021				December 31, 2020				September 30, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Current portion of long term debt, net	$	43	$	43	$	37	$	37
Long term debt, net		2,839		2,848		4,041		4,090
Current portion of long-term debt, net									$	31	$	31	$	38	$	38
Long-term debt, net										2,801		2,724		2,830		2,834
Total	$	2,882	$	2,891	$	4,078	$	4,127	$	2,832	$	2,755	$	2,868	$	2,872

The carrying value of the Term Loan, Secured Senior Notes and Unsecured Senior Notes include the outstanding principal balances, less any unamortized discount or 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 Notes have fixed interest rates and the fair value is classified as Level 2 within the fair value hierarchy and corroborated by observable market data (see Note 8 “Debt”).

The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments.

During the Successor ~~three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021, and three and~~ nine months ended September 30, ~~2020~~2022, there were no0 transfers in or out of the Level 1, Level 2 or Level 3 ~~classifications~~classifications..

~~16.~~17. Restructuring and Integration

During the third quarter of 2019, management initiated a restructuring and integration plan ~~(“the 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 is intended to integrate and streamline operations across the Company and is expected to generate cost reductions related to position eliminations and facility and system rationalizations. The Company expects to incur costs related to severance, contract and lease exits and other related costs. The Company expects these restructuring and integration activities and related expenses to affect continuing operations through the ~~first~~fourth quarter of 2022.

The Plan is expected to result in cumulative costs of approximately ~~$135~~$155 million through the end of the ~~plan,~~Plan, consisting of approximately ~~$80~~$68 million in severance and related benefits, and approximately ~~$55~~$87 million in other costs, including technology realization, lease consolidation costs, advisory and consulting fees. The Plan is expected to generate annual cost savings of approximately ~~$196~~$196 million by the end of 2022.

From the inception of the Plan through September 30, ~~2021,~~2022, the Company has incurred total expenses of ~~$103~~$148 million. These charges are recorded in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

The following table summarizes restructuring costs by type that have been incurred through September 30, ~~2021~~2022 and are estimated to be incurred through the end of the Plan. Estimated costs by type may be revised in future periods as these assumptions are updated:



	Three Months Ended		Nine Months Ended				Estimated		Estimated
	September 30,		September 30,		Inception to		Remaining		Total
	2022		2022		Date		Costs		Cost(1)
Employer Solutions
Severance and Related Benefits	$	4	$	9	$	55	$	3	$	58
Other Restructuring Costs(2)		12		25		70		2		72
Total Employer Solutions	$	16	$	34	$	125	$	5	$	130
Professional Services
Severance and Related Benefits	$	1	$	1	$	9	$	1	$	10
Other Restructuring Costs(2)		6		8		14		1		15
Total Professional Services	$	7	$	9	$	23	$	2	$	25
Total Restructuring Costs	$	23	$	43	$	148	$	7	$	155

Successor

Predecessor

Three Months Ended

Six Months Ended

Estimated

Estimated

September 30,

June 30,

Inception to

Remaining

Total

2021

2021

Date

Costs

Cost⁽¹⁾

Employer Solutions

Severance and Related Benefits

$

1

$

6

$

46

$

21

$

67

Other Restructuring Costs⁽²⁾

2

2

44

4

48

Total Employer Solutions

$

3

$

8

$

90

$

25

$

115

Professional Services

Severance and Related Benefits

$

—

$

1

$

8

$

5

$

13

Other Restructuring Costs⁽²⁾

—

—

5

2

7

Total Professional Services

$

—

$

1

$

13

$

7

$

20

Total Restructuring Costs

$

3

$

9

$

103

$

32

$

135

(1)

Actual costs, when incurred, may vary due to changes in the assumptions built into the Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.

(2)

Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation.

⁽¹⁾

~~sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.~~

⁽²⁾	~~Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation.~~

As of September 30, ~~2021,~~2022, approximately $4$7 million of the restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.


	Severance and Related Benefits			Other Restructuring Costs			Total
Accrued restructuring liability as of December 31, 2021	$	4		$	—		$	4
Restructuring charges		10			33			43
Cash payments		(10	)		(37	)		(47	)
Non-cash charges(1)		—			7			7
Accrued restructuring liability as of September 30, 2022	$	4		$	3		$	7

Predecessor

Severance and Related Benefits

Other Restructuring Costs

Total

Accrued restructuring liability as of December 31, 2020

$

12

$

3

$

15

Restructuring charges

7

2

9

Cash payments

(13
)

(5
)

(18
)
Accrued restructuring liability as of June 30, 2021

$

6

$

—

$

6

Successor

Severance and Related Benefits

Other Restructuring Costs

Total

Accrued restructuring liability as of July 1, 2021

$

6

$

—

$

6

Restructuring charges

1

2

3

Cash payments

(3
)

(2
)

(5
)
Accrued restructuring liability as of September 30, 2021

$

4

$

—

$

4

(1)

Non-cash charges relate to lease consolidation.

~~17.~~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 three and nine months ended September 30, 2022, and the three months ended September 30, 2021, and the Predecessor six months ended June 30, 2021, ~~and three and nine months ended September 30, 2020,~~ expenses were ~~$11~~$14 million, ~~$31~~$45 million, $9$11 million and ~~$38~~$31 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss).

~~18.~~19. Commitments and Contingencies

Legal

The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at September 30, ~~2021~~2022 and December 31, ~~2020~~2021 were not significant.

Guarantees and Indemnifications

The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if

there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications.

To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements.

Purchase Obligations

The Company’s expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services is $6$6 million, ~~$26~~$26 million, ~~$26~~$27 million, ~~$27~~$9 million, $9$4 million and $7$3 million, for the remainder of ~~2021~~2022 and the years ended ~~2022,~~ 2023, 2024, 2025, 2026 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 ~~$34~~$35 million, ~~$141~~$147 million, ~~$147~~$154 million, ~~$154~~$162 million, ~~$162~~$170 million and ~~$502~~$332 million for the remainder of ~~2021~~2022 and the years ended ~~2022,~~ 2023, 2024, 2025, 2026 and thereafter, respectively.

The Company may terminate its arrangement with Wipro for cause or for the Company’s convenience. In the case of a termination for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus ~~25%~~25% of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years.

~~19.~~20. Subsequent Events

In ~~October 2021~~,The Company has evaluated subsequent events through the ~~Company completed the acquisition~~filing of ~~the Aon Retiree Health Exchange business from Aon plc for approximately $200 million. The Aon Retiree Health Exchange is a leading retiree healthcare insurance exchange platform, serving employers~~this Quarterly Report on Form 10-Q, and ~~their retirees. Aon Retiree Health Exchange expands Alight’s ability to serve employees from hire to retire by providing additional scale, expertise and capabilities in Medicare enrollment.~~

In ~~October 2021~~, the Company completed the acquisition of ConsumerMedical, a leading clinical advocacy, decision support and expert second opinion company with a long history of helping individuals through some of the nation’s largest employers, health plans, carriers and private exchanges. This acquisition is not expected to be materialdetermined that there have been no events that have occurred that would require adjustments to our ~~consolidated results.~~

~~In August 2021, the Company entered into an incremental Term Loan facility~~disclosures in the ~~amount of $525 million to be used for both acquisitions and general corporate purposes, as disclosed in the notes above.~~consolidated financial statements.

Events and transactions occurring through the date of issuance of these financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or the notes to the Condensed Consolidated Financial Statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements ~~of Tempo Holding Company, LLC for the fiscal years ended December 31, 2020, 2019 and 2018, including the notes thereto,~~ which are included in ~~a Registration Statement~~the Company's Annual Report on Form ~~S-1 filed on August 2,~~10-K for the fiscal year ended December 31, 2021 ~~as amended, by Alight, Inc. and are referred to in this section as our “Consolidated Financial Statements.”~~(the "Annual Report"). In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements as a result of many ~~factors.~~factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly under the captions "Risk Factors" and "Forward-Looking Statements."

BUSINESS

Overview

~~Foley Trasimene Acquisition Corp. (“FTAC”) was incorporated in Delaware on March 26, 2020. FTAC was formed~~We are a leading cloud-based human capital technology and services provider that powers confident health, wealth and wellbeing decisions for millions of people and their dependents. Our Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by our global delivery capabilities, Alight Worklife® is transforming the ~~purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.~~employee experience for people around the world through personalized, data-driven health, wealth and wellbeing insights.

On July 2, 2021 (the “Closing Date”), ~~FTAC~~Foley Trasimene Acquisition Corp. ("FTAC") completed the business combination (the “Business Combination”) with Alight Holding Company, LLC (f/k/a Tempo Holding Company, LLC) (“Alight Holdings” or the “Predecessor”) contemplated by the Business Combination Agreement (as amended and restated as of April 29, 2021) between FTAC, Alight Holdings and other interested parties (the “Business Combination Agreement”). On the Closing Date, pursuant to the Business Combination Agreement, FTAC became a wholly owned subsidiary of Alight, Inc. (“Alight”, ~~“the Company”~~the “Company”, “we” “us” “our” or the “Successor”) and was renamed Alight Group, Inc. As a result of the Business Combination, and by virtue of such series of mergers and related transactions, the combined company is now organized in an “Up-C” structure, in which substantially all of the assets and business of Alight are held by Alight Holdings, of which Alight is the managing member pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Alight Holdings that went into effect upon the completion of the Business Combination. As ~~a result~~ of ~~the Business Combination,~~September 30, 2022, Alight owns approximately ~~85%~~86% of the economic interest in Alight Holdings, but ~~will have~~has 100% of the voting power and ~~will control~~controls the management of Alight Holdings. ~~Immediately following the completion~~As of ~~the Business Combination,~~September 30, 2022, the non-voting ownership percentage held by noncontrolling interest iswas approximately ~~15%~~14%.

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. Leveraging artificial intelligence (“AI”) and data analytics, we provide an integrated, personalized experience for employees using technology-driven solutions that unlock value for employers. Our mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. We have 15,000 dedicated colleagues serving more than 30 million employees and family members.

Principal Services and Segments

We currently report our results of operations in three segments: Employer Solutions, Professional Services and Hosted Business. Employer Solutions, Professional Services and Hosted Business accounted for approximately 86%, 13% and 1%, respectively, of consolidated revenue for both the Successor three and nine months ended September 30, 2022, and 85%, 14% and 1%, respectively, of consolidated revenue for both the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, ~~2021, respectively.~~2021.

•

Employer Solutions: driven by our digital, software and artificial intelligence ("AI")-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health, employee wellbeing and payroll. These solutions are designed to support employers in effectively managing their workforce through a seamless, integrated platform. We leverage data across all interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. In addition, employees benefit from an integrated platform and user experience, coupled with a full-service client care center, helping them manage the full life cycle of their health, wealth and careers.

•

Revenue and Compensation

Revenues are principally derived from fees paid by clients for services. Payment terms are consistent with current industry practice.

~~Technology~~

Technology

We deliver our solutions through a set of proprietary and partner technologies, a well-developed network of providers and a structured approach to instill and sustain enterprise-wide practices of excellence. With this in mind, there are four layers to our technology strategy, all reinforced with a critical security framework:

•

Omnichannel customer experience layer that drives a personalized approach for customers.

•

AI and analytics layer that uses data from our transactional systems, combined with client and third-party data to drive insights for clients.

•

Core transaction layer that powers our health, wealth and payroll systems.

•

Infrastructure layer to provide security, stability and performance across our application landscape.

Seasonality

•

~~Omnichannel customer experience layer that drives a personalized approach for customers.~~

•

~~AI and analytics layer that uses data from our transactional systems, combined with client and third-party data to drive insights for clients.~~

•

~~Core transaction layer that powers our health, wealth and payroll systems.~~

•

~~Infrastructure layer to provide security, stability and performance across our application landscape.~~

~~Seasonality~~

Due to buying patterns and delivery of certain products in the markets we serve, particularly given the timing of annual benefits enrollment, our revenues tend to be higher in the third and fourth quarters of each year.

Licensing and Regulation

Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including United States (“U.S.”) federal and state laws. See the discussion contained in the "Risk Factors" section of our ~~Registration Statement on Form S-1 filed on August 2, 2021, as amended,~~Annual Report for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.

Clients

We serve a broad range of clients, including Fortune 500 companies and mid-market businesses, and seek to establish high-quality, strong, long-term relationships with our clients. We proactively solicit client feedback through ongoing surveys and client councils held throughout the year, and we use this critical feedback to enhance our client services and correct course when necessary. Through these surveys, we have learned that clients value the strength and depth of our relationships, scale and breadth of our solutions and our commitment to innovation and continuous improvement.

Competition

The markets for our solutions are competitive, rapidly evolving and fragmented. Our business faces competition from other global and national companies. The market for our solutions is subject to change as a result of economic, regulatory and legislative changes, technological developments, shifting client needs and increased competition from established and new competitors.

We do not believe there is any single competitor with the breadth of our solutions, and thus our competitors vary for each of our solutions. Our primary competitors include Accenture, Accolade, ADP, Benefitfocus, bswift, Businessolver, Cognizant, Conduent, Deloitte, eHealth, Empower, Fidelity, GoHealth, Grand Rounds, HealthEquity, Mercer, OneSource Virtual, Quantum Health, SD Worx, Vanguard, Voya, Willis Towers Watson, and Workday.

We compete primarily on the basis of product and service quality, technology, breadth of offerings, ease of use and accessibility of technology, data protection, innovation, trust and reliability, price, and reputation.

FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS OF OPERATIONS

As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors that may impact the comparability of our results of operations in future operations.

Impact of the Business Combination

Alight is subject to corporate level tax rates at the federal, state and local levels. The Predecessor was and is treated as a flow-through entity for U.S. federal income tax purposes, and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, other than for certain consolidated subsidiaries of the Predecessor that are structured as corporations and unless otherwise specified, the historical results of operations and other financial information presented does not include any provision for U.S. federal income tax.

Alight (together with certain corporate subsidiaries through which it owns its interest in the Predecessor) pays U.S. federal and state income taxes as a corporation on its share of our taxable income. The Business Combination was accounted for as a business combination using the acquisition method of accounting. Accordingly, the assets and liabilities, including any identified intangible assets, were recorded at their ~~preliminary~~ fair values at the date of completion of the Business Combination, with any excess of the purchase price

over the ~~preliminary~~ fair value recorded as goodwill. The application of business combination accounting required the use of significant estimates and assumptions.

As a result of the application of ~~business combination~~ accounting for the Business Combination, the historical Consolidated Financial Statements of the Predecessor are not necessarily indicative of the Successor’s future results of operations, financial position and cash flows. For example, increased tangible and intangible assets resulting from adjusting the basis of tangible and intangible assets to their fair value would result in increased depreciation and amortization expense in the periods following the consummation of the Business Combination.

In connection with the Business Combination, we entered into a Tax Receivable Agreement ~~(“TRA”~~(the “TRA”) with certain of our pre-Business Combination owners that provides for the payment by ~~the~~ Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA.

Additionally, in connection with the Business Combination, we have accounted for ~~the issuance of warrants and~~ Seller Earnout contingent consideration as ~~liabilities which require~~a liability that requires remeasurement to fair value at the end of each reporting period and adopted the Alight 2021 Omnibus Incentive Plan which will result in higher share-based compensation expenses. Lastly, the redemption of our Unsecured Senior Notes and partial paydown of the Term Loan in conjunction with the Business Combination, ~~will result~~resulted in lower interest expense.

Impact of Becoming a Public Company

~~We expect to~~As a result of becoming a public company, we incur additional costs ~~associated with operating as a public company. We expect that these costs will include additional~~related to human resources, legal, consulting, regulatory, insurance, accounting, investor relations and other expenses that we did not incur as a private company. ~~The~~ ~~Sarbanes-Oxley Act and~~ rules adopted by the SEC require public companies to implement specified corporate governance practices that are not applicable to a private company. These additional rules and regulations increased our legal, regulatory and financial compliance costs and will make some activities more time-consuming and costly.

EXECUTIVE SUMMARY OF FINANCIAL RESULTS

While the Closing Date was July 2, 2021, we ~~have~~ determined that as the impact of one day would be immaterial to the results of operations, we ~~will utilize~~utilized July 1, 2021 as the date of the Business Combination for accounting purposes. As a result of the Business Combination, the following tables present selected financial data for the Successor three and nine months ended September 30, 2022, the Successor three months ended September 30, 2021, and the Predecessor six months ended June 30, ~~2021 and three and nine months ended September 30, 2020.~~2021.

We ~~have~~ prepared our discussion of the results of operations by comparing the results of the Successor three months ended September 30, ~~2021~~2022 to the ~~results of the Predecessor~~Successor three months ended September 30, ~~2020.~~2021. Additionally, we compared the results of the ~~combined~~Successor nine months ended September 30, 2022 to the Successor three months ended September 30, 2021 and Predecessor six months ended June 30, 2021. In addition to presenting information for the Successor three months ended September 30, 2021 and Predecessor six months ended June 30, 2021 toon a stand-alone basis, we have supplemented our discussion with combined information for the ~~Predecessor~~ nine months ended September ~~30, 2020. The~~2021. As the core business operations of the Predecessor and Successor were not significantly impacted by the consummation of the Business ~~Combination. Therefore,~~Combination, we believe the Successor nine months ended September 30, 2022 is comparable to the combined results for the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021 ~~are comparable to the nine months ended September 30, 2020~~ and provide enhanced comparability to the reader about the current ~~quarter’s~~year's results. We believe this approach provides the most meaningful basis of comparison and is useful in identifying current business trends for the periods presented. The combined results of operations for the nine months ended September 30, 2021 included in our discussion below are not considered to be prepared in accordance with U.S. ~~generally accepted accounting principles (“U.S. GAAP”)~~GAAP and have not been prepared as pro forma results under applicable regulations, may not reflect the actual results we would have achieved had the Business Combination occurred at the beginning of 2021, and should not be viewed as a substitute for the results of operations of the Predecessor and Successor periods presented in accordance with U.S. GAAP.

The following table sets forth our historical results of operations for the periods indicated below:


	Successor			Predecessor									Successor									Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,			September 30,			September 30,			June 30,
(in millions)	2021			2021			2020			2020			2022			2022			2021			2021
Revenue	$	690		$	1,361		$	668		$	2,008		$	750		$	2,190		$	690		$	1,361
Cost of services, exclusive of depreciation and amortization		442			888			423			1,329			523			1,497			442			888
Depreciation and amortization		10			38			18			47			15			39			10			38
Gross Profit		238			435			227			632			212			654			238			435

Operating Expenses
Selling, general and administrative		135			222			128			364			178			475			135			222
Depreciation and intangible amortization		78			111			57			170			84			254			78			111
Total operating expenses		213			333			185			534			262			729			213			333
Operating Income		25			102			42			98
Other Expense
Loss from change in fair value of financial instruments		90			—			—			—
Loss from change in fair value of tax receivable agreement		27			—			—			—
Operating (Loss) Income														(50	)		(75	)		25			102
Other Expense (Income)
Loss (Gain) from change in fair value of financial instruments														10			(53	)		90			—
(Gain) Loss from change in fair value of tax receivable agreement														(20	)		(63	)		27			—
Interest expense		28			123			61			172			31			89			28			123
Other expense (income), net		—			9			3			(1	)
Total other expense, net		145			132			64			171
Loss Before Income Tax (Benefit) Expense		(120	)		(30	)		(22	)		(73	)
Income tax (benefit) expense		—			(5	)		17			12
Other (income) expense, net														(6	)		(14	)		—			9
Total other expense (income), net														15			(41	)		145			132
Loss Before Income Tax Benefit														(65	)		(34	)		(120	)		(30	)
Income tax benefit														(20	)		(28	)		—			(5	)
Net Loss		(120	)		(25	)		(39	)		(85	)		(45	)		(6	)		(120	)		(25	)
Net loss attributable to noncontrolling interests		(13	)		—			—			—			(8	)		(9	)		(13	)		—
Net Loss Attributable to Alight, Inc.	$	(107	)	$	(25	)	$	(39	)	$	(85	)
Net (Loss) Income Attributable to Alight, Inc.													$	(37	)	$	3		$	(107	)	$	(25	)

REVIEW OF RESULTS

Key Components of Our Operations

Revenue

Our clients’ demand for our services ultimately drives our revenues. We generate primarily all of our revenue, which is highly recurring, from fees for services provided from contracts across all solutions, which is primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). Our contracts typically have three to five-year terms for ongoing services with mutual renewal options. The majority of the Company’s revenue is recognized over time when control of the promised services is transferred and the customers simultaneously receive and consume the benefits of our services. Payment terms are consistent with industry practice. We calculate growth rates for each of our solutions in relation to recurring revenues and revenues from project work. One of the components of our growth in recurring revenues is the increase in net commercial activity which reflects items such as client wins and losses (“Net Commercial Activity”). We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization includes compensation-related and vendor costs directly attributable to client-related services and costs related to application development and client-related infrastructure.

Depreciation and Amortization

Depreciation and amortization expenses include the depreciation and amortization related to our hardware, software and application development. Depreciation and amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware, software and application development.

Selling, General and Administrative

Selling, general and administrative expenses include compensation-related costs for administrative and management employees, system and facilities expenses, and costs for external professional and consulting services.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses consist of charges relating to the depreciation of the property and equipment used in our business and the amortization of acquired ~~customer related~~customer-related and ~~contract based~~contract-based intangible assets and technology related intangible assets. Depreciation and intangible amortization may increase or decrease in absolute dollars in future periods depending on the future level of capital investments in hardware and other equipment as well as amortization expense associated with future acquisitions.

~~Loss from~~ Change in Fair Value of Financial Instruments

~~Loss from change~~Change in fair value of financial instruments includes the impact of the revaluation to fair value at the end of each reporting period for ~~our warrants and~~ the Seller Earnouts contingent consideration.

~~Loss from~~ Change in Fair Value of Tax Receivable Agreement

~~Loss from change~~Change in fair value of Tax Receivable Agreement includes the impact of the revaluation to fair value at the end of each reporting period.

Interest Expense

Interest expense primarily includes interest expense related to our outstanding debt.

Other (Income) Expense, ~~(Income),~~ net

Other (income) expense, ~~(income),~~ net includes non-operating expenses and income, including realized currency translation.

Results of Operations for the Three Months Ended September 30, 2022 (Successor) Compared to the Three Months Ended September 30, 2021 (Successor)

Revenue

Revenues were $750 million for the Successor three months ended September 30, 2022 as compared to $690 million for the Successor prior year period. The increase of $60 million reflects growth of 10% in our Employer Solutions segment and 2% in our Professional Services segment, with the Hosted Business segment flat. We measure revenue growth as it relates to the cloud-based products and solutions that are central to our Alight Worklife® platform and our next generation product suite, Business Process as a Service ("BPaaS") Solutions. These products capitalize on our robust data combined with AI & analytics to deliver greater employee engagement and employer outcomes. BPaaS products and services span across both the Employer Solutions and Professional Services segments and for the Successor three months ended September 30, 2022, we recorded BPaaS revenue of $151 million, which represents growth of 56% compared to the Successor prior year period.

In addition, we also consider BPaaS bookings, defined as total contract value for BPaaS customer agreements executed in the period, to be a key indicator of future revenue growth and used as a metric of commercial activity by management and investors. For the Successor three months ended September 30, 2022, BPaaS bookings of $208 million represents growth of 16% compared to the Successor prior year period.

Recurring revenues increased by $61 million, or 11%, from $564 million to $625 million and are related to growth in Employer Solutions. Both Professional Services and the Hosted Business remained flat. Growth in Employer Solutions is a result of higher revenues related to acquisitions, increased volumes and increases in Net Commercial Activity. Project revenues decreased by $1 million, or 1%, from $126 million to $125 million and are related to a decline in Employer Solutions, partially offset by growth in Professional Services.

In addition, a majority of our revenue is generated in the U.S., which reflected all of the revenue increase for the Successor three months ended September 30, 2022 as compared to the Successor prior year period.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization, increased $81 million, or 18%, for the Successor three months ended September 30, 2022 as compared to the Successor prior year period. The increase was primarily driven by acquisitions in the fourth quarter of 2021, higher costs related to growth in current and forecasted future revenues, including investments in key resources, and increased compensation expenses related to share-based awards.

Selling, General and Administrative

Selling, general and administrative expenses increased $43 million, or 32%, for the Successor three months ended September 30, 2022 as compared to the Successor prior year period. The increase was primarily driven by compensation expenses related to share-based awards.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses increased $6 million, or 8%, for the Successor three months ended September 30, 2022 as compared to the Successor prior year period. The increase was primarily driven by amortization related to acquisitions completed during the fourth quarter of 2021.

Change in Fair Value of Financial Instruments

The change in the fair value of financial instruments was a loss of $10 million for the Successor three months ended September 30, 2022, an improvement of $80 million compared to a loss of $90 million for the Successor prior year period. This improvement is a result of the required revaluation we must complete and the end of each reporting period and the impact of the exercise and redemption of warrant liabilities during the fourth quarter of 2021, which reduced the total financial instrument liability balance.

Change in Fair Value of Tax Receivable Agreement

The change in the fair value of the tax receivable agreement was a gain of $20 million for the Successor three months ended September 30, 2022, an improvement of $47 million compared to a loss of $27 million for the Successor prior year period. This revaluation gain is due to changes in the discount rate, partially offset by accretion of the liability and changes in the Company's assumptions related to the timing of the utilization of the tax attributes during the term of the TRA, which we are required to revalue at the end of each reporting period.

Interest Expense

Interest expense increased $3 million, or 11%, for the Successor three months ended September 30, 2022 as compared to the Successor prior year period. The increase was primarily due to higher interest expense on our Term Loan due to movement in market interest rates. See Note 8 “Debt” for additional information.

Loss before Income Tax Benefit

Loss before income tax benefit was $65 million for the Successor three months ended September 30, 2022, an improvement of $55 million compared to a loss before income tax benefit of $120 million for the Successor three months ended September 30, 2021, due to the drivers identified above.

Income Tax Benefit

Income tax benefit was $20 million for the Successor three months ended September 30, 2022, as compared to an immaterial income tax benefit for the Successor prior year period. The effective tax rate of 31% for the Successor three months ended September 30, 2022 is higher than the 21% U.S. statutory corporate income tax rate primarily due to the recognition of a benefit for an uncertain tax position for which the statute of limitations has lapsed, and partially offset by losses in certain non-U.S. jurisdictions for which tax benefits have not been recorded. The effective tax rate of 0% for the Successor three months ended September 30, 2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to non-recurring non-deductible items related to the Business Combination. See Note 7 “Income Taxes” for additional information.

Results of Operations for the Nine Months Ended September 30, 2022 (Successor) Compared to the Predecessor Six Months Ended June 30, 2021 and Successor Three Months ended September 30, 2021

Revenue

Revenues were $2,190 million for the Successor nine months ended September 30, 2022, $690 million for the Successor three months ended September 30, 2021 and $1,361 million for the Predecessor six months ended June 30, 2021. The increase of $139 million, or 7%, over $2,051 million for the combined nine months ended September 30, 2021, reflects growth of 8% in our Employer Solutions segment and 3% in our Hosted Business segment, partially offset by a decline of less than 1% in our Professional Services segment. We measure revenue growth as it relates to the cloud-based products and solutions that are central to our Alight Worklife® platform and our next generation product suite, BPaaS Solutions. These products capitalize on our robust data combined with AI & analytics to deliver greater employee engagement and employer outcomes. BPaaS products and services span across both the Employer Solutions and Professional Services segments and for the Successor nine months ended September 30, 2022, we recorded BPaaS revenue of $393 million, which represents growth of 38% compared to the combined nine months ended September 30, 2021.

In addition, we also consider BPaaS bookings, defined as total contract value for BPaaS customer agreements executed in the period, to be a key indicator of future revenue growth and used as a metric of commercial activity by management and investors. For the Successor nine months ended September 30, 2022, BPaaS bookings were $564 million, which represents growth of 23% compared to the combined nine months ended September 30, 2021.

Recurring revenues were $1,838 million for the Successor nine months ended September 30, 2022, $564 million for the Successor three months ended September 30, 2021 and $1,130 million for the Predecessor six months ended June 30, 2021. Recurring revenues increased $144 million, or 9%, from $1,694 million for the combined nine months ended September 30, 2021 to $1,838

million and as a result of growth in all three segments. Growth in Employer Solutions is a result of higher revenues related to acquisitions, increased volumes and increases in Net Commercial Activity. Growth in Professional Services is a result of increases in Net Commercial Activity.

Project revenues were $352 million for the Successor nine months ended September 30, 2022, $126 million for the Successor three months ended September 30, 2021, and $231 million for the Predecessor six months ended June 30, 2021. Project revenues decreased by $5 million, or 1%, from $357 million for the combined Successor and Predecessor prior year periods to $352 million and are related to a decline in Professional Services, partially offset by growth in Employer Solutions. The decline in Professional Services project revenues is driven by client timing delays.

In addition, a majority of our revenue is generated in the U.S., which reflected all of the revenue increase for the Successor nine months ended September 30, 2022 as compared to the combined nine months ended September 30, 2021.

Cost of Services, exclusive of Depreciation and Amortization

Cost of services, exclusive of depreciation and amortization, were $1,497 million for the Successor nine months ended September 30, 2022, $442 million for the Successor three months ended September 30, 2021 and $888 million for the Predecessor six months ended June 30, 2021. The increase of $167 million, or 13%, over $1,330 million for the combined nine months ended September 30, 2021, was primarily driven by acquisitions in the fourth quarter of 2021, higher costs related to growth in current and forecasted future revenues, including investments in key resources, and increased compensation expenses related to share-based awards.

Selling, General and Administrative

Selling, general and administrative expenses were $475 million for the Successor nine months ended September 30, 2022, $135 million for the Successor three months ended September 30, 2021 and $222 million for the Predecessor six months ended June 30, 2021. The increase of $118 million, or 33%, over $357 million for the combined nine months ended September 30, 2021 was primarily driven by compensation expenses related to share-based awards.

Depreciation and Intangible Amortization

Depreciation and intangible amortization expenses were $254 million for the Successor nine months ended September 30, 2022, $78 million for the Successor three months ended September 30, 2021 and $111 million for the Predecessor six months ended June 30, 2021. The increase of $65 million, or 34%, over $189 million for the combined nine months ended September 30, 2021, was primarily driven by amortization related to the identifiable intangible assets acquired in conjunction with the Business Combination completed in the third quarter of 2021 and acquisitions completed during the fourth quarter of 2021.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments was a gain of $53 million for the Successor nine months ended September 2022 and a loss of $90 million for the Successor three months ended September 30, 2021. We did not have outstanding financial instruments in the Predecessor six months ended June 30, 2021, prior to the Business Combination. This improvement of $143 million is a result of the required revaluation we must complete and the end of each reporting period and the impact of the exercise and redemption of warrant liabilities during the fourth quarter of 2021, which reduced the total financial instrument liability balance.

Change in Fair Value of Tax Receivable Agreement

The change in the fair value of the tax receivable agreement was a gain of $63 million for the Successor nine months ended September 30, 2022 and a loss of $27 million for the Successor three months ended September 30, 2021. We did not have a tax receivable agreement in the Predecessor six months ended June 30, 2021, prior to the Business Combination. This improvement of $90 million is due to changes in the discount rate, partially offset by accretion of the liability and changes in the Company's assumptions related to the timing of the utilization of the tax attributes during the term of the TRA, which we are required to revalue at the end of each reporting period.

Interest Expense

Interest expenses were $89 million for the Successor nine months ended September 30, 2022, $28 million for the Successor three months ended September 30 2021 and $123 million for the Predecessor six months ended June 30, 2021. The decrease of $62 million, or 41%, over $151 million for the combined nine months ended September 30, 2021, was primarily due to the redemption of our Unsecured Senior Notes and partial paydown of the Term Loan in conjunction with the Business Combination completed during the third quarter of 2021. See Note 8 “Debt” for additional information.

Loss before Income Tax Benefit

Loss before income tax benefit was $34 million for the Successor nine months ended September 30, 2022, $120 million for the Successor three months ended September 30, 2021 and $30 million for the Predecessor six months ended June 30, 2021, which

reflects an improvement of $116 million compared to a loss before income tax benefit of $150 million for the combined nine months ended September 30, 2021, due to the drivers identified above.

Income Tax Benefit

Income tax benefit was $28 million for the Successor nine months ended September 30, 2022, immaterial for the Successor three months ended September 30, 2021 and $5 million for the Predecessor six months ended June 30, 2021. The effective tax rate of 82% for the Successor nine months ended September 30, 2022 is higher than the 21% U.S. statutory corporate income tax rate primarily due to the recognition of a benefit for an uncertain tax position for which the statute of limitations has lapsed, and partially offset by losses in certain non-U.S. jurisdictions for which tax benefits have not been recorded. The effective tax rate of 0% for the Successor three months ended September 30, 2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to non-recurring non-deductible items related to the Business Combination. The effective tax rate of 16% for the Predecessor six months ended June 30, 2021 was primarily driven by foreign and state income taxes payable in jurisdictions where the Company had operations that generated operating income. See Note 7 “Income Taxes” for additional information.

Non-GAAP Financial Measures

The presentation of non-GAAP financial measures is used to enhance our management and stakeholders understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. Management also uses supplemental non-GAAP financial measures to manage and evaluate the business, make planning decisions, allocate resources and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.

The measures referred to as “adjusted”, have limitations as analytical tools, and such measures should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Some of the limitations are:

•

Measure does not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;

•

Measure does not reflect our interest expense or the cash requirements to service interest or principal payments on our indebtedness;

•

Measure does not reflect our tax expense or the cash requirements to pay our taxes, including payments related to the Tax Receivable Agreement;

•

Measure does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often need to be replaced in the future, and the adjusted measure does not reflect any cash requirements for such replacements; and

•

Other companies may calculate adjusted measures differently, limiting its usefulness as a comparative measure.

•

~~Measure does not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;~~

•

~~Measure does not reflect our interest expense or the cash requirements to service interest or principal payments on our indebtedness;~~

•

~~Measure does not reflect our tax expense or the cash requirements to pay our taxes, including payments related to the Tax Receivable Agreement;~~

•

~~Measure does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;~~

•

~~Other companies may calculate adjusted measures differently, limiting its usefulness as a comparative measure.~~

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted Net Income, which is defined as net ~~loss~~income attributable to Alight, Inc. adjusted for intangible amortization and the impact of certain non-cash items that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per ~~Share~~.Share.

Adjusted Diluted Earnings Per Share is defined as Adjusted Net Income divided by the adjusted weighted-average number of shares of common stock, diluted. The adjusted weighted shares calculation includes non-vested time-based restricted units that were determined to be antidilutive and therefore excluded from the U.S. GAAP diluted earnings per share. Adjusted Diluted Earnings Per Share, including the adjusted weighted-average number of shares, is used to by us and our investors to evaluate our core operating performance and to benchmark our operating performance against our competitors.

A reconciliation of Adjusted Net Income to Net ~~Loss~~(Loss) Income Attributable to Alight, Inc. and the computation of Adjusted Diluted Earnings Per Share is as follows:


	Three Months Ended			Nine Months Ended			Three Months Ended
	September 30,			September 30,			September 30,
(in millions, except share and per share amounts)	2022			2022			2021
Numerator:
Net (Loss) Income Attributable to Alight, Inc.	$	(37	)	$	3		$	(107	)
Conversion of noncontrolling interest		(8	)		(9	)		(13	)
Intangible amortization		78			237			74
Share-based compensation		54			129			15
Transaction and integration expenses		2			11			3
Non-recurring professional expenses		—			—			17
Restructuring		23			43			3
Loss (Gain) from change in fair value of financial instruments		10			(53	)		90
(Gain) Loss from change in fair value of tax receivable agreement		(20	)		(63	)		27
Other		(1	)		2			2
Tax effect of adjustments (1)		(37	)		(104	)		(4	)
Adjusted Net Income	$	64		$	196		$	107

Denominator:
Weighted average shares outstanding - basic		457,904,703			457,535,329			438,968,920
Dilutive effect of the exchange of noncontrolling interest units		—			75,800,317			—
Dilutive effect of RSUs		—			770,953			—
Weighted average shares outstanding - diluted		457,904,703			534,106,599			438,968,920
Exchange of noncontrolling interest units(2)		75,800,317			—			77,459,687
Impact of warrants exercised(3)		—			—			59,633,274
Impact of unvested RSUs(4)		10,289,937			9,518,984			9,988,297
Adjusted shares of Class A Common Stock outstanding - diluted(5)		543,994,957			543,625,583			586,050,178

Basic (Net Loss) Earnings Per Share	$	(0.08	)	$	0.01		$	(0.24	)
Diluted (Net Loss) Earnings Per Share	$	(0.08	)	$	0.00		$	(0.24	)
Adjusted Diluted Earnings Per Share(6) (7)	$	0.12		$	0.36		$	0.18

	~~Successor~~
	~~Three Months Ended~~
	~~September 30,~~
~~(in millions, except per share amounts)~~	~~2021~~
~~Net Loss Attributable to Alight, Inc.~~	$	~~(107~~	)
~~Conversion of noncontrolling interest~~		~~(13~~	)
~~Intangible amortization~~		74
~~Share-based compensation~~		15
~~Transaction and integration~~		3
~~Non-recurring professional expenses~~		17
~~Restructuring~~		3
~~Loss from change in fair value of financial instruments~~		90
~~Loss from change in fair value of tax receivable agreement~~		27
~~Other~~		2
~~Tax effect of adjustments~~		(4	)
~~Adjusted Net Income~~	$	~~107~~

~~Weighted average shares outstanding - basic and diluted~~		~~438,968,920~~
~~Basic and Diluted Net Loss Per Share~~	$	~~(0.24~~	)

~~Shares used in computing Adjusted Net income per share~~ ⁽¹⁾		~~601,050,176~~
~~Adjusted Diluted Earnings Per Share~~	$	~~0.18~~

(1)

Income tax effects have been calculated based on statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement.

(2)

Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement.

(3)

Assumes full conversion of outstanding warrants for shares of Class A Common Stock.

(4)

Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.

(5)

The adjusted shares of Class A Common Stock diluted as of September 30, 2021 has been adjusted for comparability with all periods presented. The adjustment was to exclude the contingently issuable shares as noted in footnote 6 below.

(6)

Excludes two tranches of contingently issuable earnout shares: (i) 7.5 million shares will be issued if the volume-weighted average price ("VWAP") of the Company's Class A Common Stock is >$12.50 for 20 consecutive trading days; and (ii) 7.5 million shares will be issued if the VWAP of the Company's Class A Common Stock is >$15.00 for 20 consecutive trading dates. Both tranches have a seven-year duration.

(7)

Excludes 33,148,917 performance-based units, which represents maximum achievement of the respective performance conditions for units granted during the year ended December 31, 2021 and the nine months ended September 30, 2022.

⁽¹⁾	~~Includes shares deemed to be anti-dilutive for U.S. GAAP purposes and the Seller Earnout shares which have not achieved required market conditions.~~

Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures

Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods. Both Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures are non-GAAP measures that are used by management and stakeholders to evaluate our core operating performance.

Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our ~~obligations~~obligations.

A reconciliation of Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures to Net Loss is as follows:


	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
(in millions)	2022			2022			2021			2021
Net Loss	$	(45	)	$	(6	)	$	(120	)	$	(25	)
Interest expense		31			89			28			123
Income tax benefit		(20	)		(28	)		—			(5	)
Depreciation		21			56			14			49
Intangible amortization		78			237			74			100
EBITDA		65			348			(4	)		242
Share-based compensation		54			129			15			5
Transaction and integration expenses (1)		2			11			3			—
Non-recurring professional expenses(2)		—			—			17			18
Restructuring		23			43			3			9
Loss (Gain) from change in fair value of financial instruments		10			(53	)		90			—
(Gain) Loss from change in fair value of tax receivable agreement		(20	)		(63	)		27			—
Other(3)		(1	)		2			2			4
Adjusted EBITDA	$	133		$	417		$	153		$	278
Capital expenditures		(36	)		(115	)		(27	)		(55	)
Adjusted EBITDA less Capital Expenditures	$	97		$	302		$	126		$	223

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in millions)

2021

2021

2020

2020

Net Loss

$

(120
)

$

(25
)

$

(39
)

$

(85
)
Interest expense

28

123

61

172

Income tax (benefit) expense

—

(5
)

17

12

Depreciation

14

49

24

66

Intangible amortization

74

100

51

151

EBITDA

(4
)

242

114

316

Share-based compensation

15

5

1

5

Transaction and integration

3

—

—

—

Non-recurring professional expenses⁽¹⁾

17

18

—

—

Transformation initiatives⁽²⁾

—

—

—

11

Restructuring

3

9

10

57

Loss from change in fair value of financial instruments

90

—

—

—

Loss from change in fair value of tax receivable agreement

27

—

—

—

Other⁽³⁾

2

4

7

27

Adjusted EBITDA

$

153

$

278

$

132

$

416

(1)

Transaction and integration expenses includes activity related to acquisitions.

⁽¹⁾	(2) Non-recurring professional expenses ~~primarily~~ includes external advisor and legal costs related ~~to the Company’s Business Combination completed in the third quarter of 2021.~~

⁽²⁾	~~Transformation initiatives in fiscal year 2020 includes expenses related to enhancing our data center.~~

⁽³⁾	~~Other primarily includes long-term incentive expenses and expenses related to acquisitions in fiscal year 2020.~~

~~A reconciliation of Adjusted EBITDA less Capital Expenditures to Cash (used for) provided by operating activities is as follows:~~

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

(in millions)

2021

2021

2020

2020

Cash (used for) provided by operating activities

$

(7
)

$

58

$

111

$

131

Interest expense

28

123

61

172

Income tax (benefit) expense

—

(5
)

17

12

Capital expenditures

(27
)

(55
)

(24
)

(71
)
Financing fee amortization and other non-cash items

1

(10
)

(5
)

(16
)
Noncash lease expense

(6
)

(10
)

(1
)

(17
)
Transaction and integration

3

—

—

—

Non-recurring professional expenses

17

18

—

—

Transformation initiatives

—

—

—

11

Restructuring

3

9

10

57

Other

2

4

7

27

Change in operating assets and liabilities

112

91

(68
)

39

Adjusted EBITDA less Capital Expenditures

$

126

$

223

$

108

$

345

~~Results of Operations for The Three Months Ended September 30, 2021 (Successor) Compared to The Three Months Ended September 30, 2020 (Predecessor)~~

~~Revenue~~

Revenues were $690 million for the Successor three months ended September 30, 2021 as compared to $668 million for the Predecessor prior year period. The increase of $22 million reflects growth of 5% in our Employer Solutions segment, partially offset by a decline of 38% in our Hosted Business segment. Revenues in our Professional Services segment were flat for the period. We measure revenue growth as it relates to the ~~cloud-based products and solutions that are central to our Alight Worklife platform and next generation product suite,~~Company’s Business Process as a Service (“BPaaS”) Solutions. These products capitalize on our robust data combined with AI & analytics to deliver greater employee engagement and employer outcomes. BPaaS products and services span across both the Employer Solutions and Professional Services segments and for the Successor three months ended September 30, 2021, we recorded BPaaS revenue of $97 million which represents growth of 20% compared to the Predecessor prior year period. In addition, we also consider BPaaS bookings, defined as total contract value for BPaaS customer agreements executedCombination completed in ~~the period, to be a key indicator of future revenue growth and used as a metric of commercial activity by management and investors.~~ 2021.

(3)

For the Successor three ~~months ended September 30, 2021, BPaaS bookings of $179 million represents growth of 42% compared to the Predecessor prior year period.~~

~~Recurring revenues increased by $22 million, or 4%, from $542 million to $564 million~~ and are related to growth in both Employer Solutions and Professional Services, partially offset by a decline in the Hosted Business. Project revenues were flat at $126 million, related to growth in Employer Solutions, offset by a decline in Professional Services.

~~Cost of Services, exclusive of Depreciation and Amortization~~

Cost of services, exclusive of depreciation and amortization decreased $19 million, or 4%, for the Successor three months ended September 30, 2021 as compared to the Predecessor prior year period. The decrease was primarily driven by lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs, and $3 million of lower costs in the Hosted business as clients transition to cloud-based services, partially offset by higher costs related to growth in current and future revenues, including investments in key resources.

~~Selling, General and Administrative~~

Selling, general and administrative expenses increased $7 million, or 5%, for the Successor three months ended September 30, 2021 as compared to the Predecessor prior year period. The increase was primarily driven by non-recurring professional expenses related to costs incurred in relation to the Business Combination completed in the third quarter of 2021, partially offset by lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs and lower compensation related expenses.

~~Loss from Change in Fair Value of Financial Instruments~~

A loss from a change in the fair value of financial instruments of $90 million was recorded for the Successor three months ended September 30, 2021. The loss is due to the revaluation of our financial instruments, which we are required to revalue at the end of each reporting period. We did not have outstanding financial instruments in the Predecessor period prior to the Business Combination.

~~Loss from Change in Fair Value of Tax Receivable Agreement~~

A loss from the change in the fair value of the tax receivable agreement of $27 million was recorded for the Successor three months ended September 30, 2021. The loss is due to the revaluation of our tax receivable agreement, which we are required to revalue at the end of each reporting period. We did not have a tax receivable agreement in the Predecessor period prior to the Business Combination.

~~Interest Expense~~

Interest expense decreased $33 million, or 54%, for the Successor three months ended September 30, 2021 as compared to the Predecessor prior year period. The decrease was primarily due to the redemption of our Unsecured Senior Notes and partial paydown of the Term Loan in conjunction with the Business Combination completed during the third quarter of 2021. See Note 8 “Debt” for further information.

~~Loss before Income Tax (Benefit) Expense~~

Loss before income tax (benefit) expense was $120 million for the Successor three months ended September 30, 2021, an increase of $98 million compared to $22 million for the Predecessor three months ended September 30, 2020, due to the drivers identified above.

~~Income Tax (Benefit) Expense~~

Income tax benefit was immaterial for the Successor three months ended September 30, 2021, as compared to income tax expense of $17 million in the Predecessor prior year period. The effective tax rate of 0% for the Successor three months ended September 30, 2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to non-recurring non-deductible items related to the Business Combination. See Note 7 “Income Taxes” for further information.

~~Results of Operations for The Combined Nine Months Ended September 30, 2021 (Successor and Predecessor) Compared to The Nine Months Ended September 30, 2020 (Predecessor)~~

~~Revenue~~

~~Revenues were $690 million for the Successor three months ended September 30, 2021, $1,361 million for the Predecessor six months ended June 30, 2021 and $2,008 million for the Predecessor~~ nine months ended September 30, 2020. Revenues were $2,051 million for the combined nine months ended September 30, 2021, which reflects an increase of $43 million, which represents growth of 4% in our Employer Solutions segment and 2% in our Professional Services segment, partially offset by a decline of 47% in our Hosted Business segment. We measure revenue growth as it relates2022, other primarily includes expenses related to the cloud-based products and solutions that are central to our Alight Worklife platform and next generation product suite, BPaaS Solutions. These products capitalize on our robust data combined with AI & analytics to deliver greater employee engagement and employer outcomes. BPaaS products and services span across both the Employer Solutions and Professional Services segments. We recorded BPaaS revenue of $97 million and $187 million for the Successor three months ended September 30, 2021 and Predecessor six months ended June 30, 2021, respectively. For the combined nine months ended September 30, 2021, BPaaS revenue of $284 million represents growth of 18% compared to the Predecessor prior year period.

~~In addition, we also consider BPaaS bookings, defined as total contract value for BPaaS customer agreements executed~~debt refinancing completed in the ~~period, to be a key indicator~~first quarter of ~~future revenue growth~~2022 and ~~used as a metric of commercial activity by management and investors. BPaaS bookings were $179 million and $280 million for~~other non-operational activities. For the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021, ~~respectively. For~~other includes long-term incentive expenses.

Segment Revenue and Adjusted EBITDA

Employer Solutions Results


	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
($ in millions)	2022			2022			2021			2021
Employer Solutions Revenue
Recurring revenue	$	583		$	1,712		$	522		$	1,049
Project revenue		62			170			65			107
Total Employer Solutions Revenue	$	645		$	1,882		$	587		$	1,156
Employer Solutions Gross Profit	$	189		$	593		$	215		$	392
Employer Solutions Gross Profit Margin		29	%		32	%		37	%		34	%
Employer Solutions Adjusted EBITDA(1)	$	130		$	419		$	151		$	274
Employer Solutions Adjusted EBITDA Margin		20	%		22	%		26	%		24	%

(1)

A reconciliation of the ~~combined nine months ended~~Company's Net Loss to Adjusted EBITDA on a consolidated basis is presented above under "Non-GAAP Financial Measures."

Employer Solutions Segment Results of Operations for the Three Months Ended September 30, 2022 (Successor) Compared to the Three Months Ended September 30, 2021 ~~BPaaS bookings of $459 million represents growth of 128%, compared to the Predecessor prior year period.~~(Successor)

~~Recurring revenues were $564~~Employer Solutions Revenue

Employer Solutions revenue was $645 million for the Successor three months ended September 30, 2021, $1,130 million for the Predecessor six months ended June 30, 2021 and $1,652 million for the Predecessor nine month ended September 30, 2020. Recurring revenues were $1,694 million for the combined nine months, which reflects an increase of $42 million, or 3%, related to growth in both Employer Solutions and Professional Services, partially offset by a decline in the Hosted Business.

Project revenues were $126 million for the Successor three months ended September 30, 2021, $231 million for the Predecessor six months ended June 30, 2021 and $356 million for the Predecessor nine months ended September 30, 2020. Project revenues were $357 million for the combined nine months ended September 30, 2021, which reflects an increase of $1 million, or less than 1%, related to growth in Employer Solutions, partially offset by a decline in Professional Services.

~~Cost of Services, exclusive of Depreciation and Amortization~~

Cost of services, exclusive of depreciation and amortization were $442 million for the Successor three months ended September 30, 2021, $888 million for the Predecessor six months ended June 30, 2021 and $1,329 million for the Predecessor nine months ended September 30, 2020. Cost of services, exclusive of depreciation and amortization were $1,330 million for the combined nine months ended September 30, 2021, which reflects an increase of $1 million, or less than 1%, primarily driven by higher costs related to growth in current and future revenues, including investments in key resources, partially offset by lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs and $15 million of lower costs in the Hosted business as clients transition to cloud-based services.

~~Selling, General and Administrative~~

Selling, general and administrative expenses were $135 million for the Successor three months ended September 30, 2021, $222 million for the Predecessor six months ended June 30, 2021 and $364 million for the Predecessor nine months ended September 30, 2020. Selling, general and administrative expenses were $357 million for the combined nine months ended September 2021, which reflects a decrease of $7 million, or 2%, primarily driven by lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs, and lower compensation related expenses, partially offset by non-recurring professional expenses related to costs incurred in relation to the Business Combination completed in the third quarter of 2021.

~~Loss from Change in Fair Value of Financial Instruments~~

A loss from a change in the fair value of financial instruments of $90 million was recorded for the Successor three months ended September 30, 2021. We are required to revalue the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. We did not have outstanding financial instruments in the Predecessor periods prior to the Business Combination.

~~Change in Tax Receivable Agreement~~

~~Interest Expense~~

Interest expenses were $28 million for the Successor three months ended September 30, 2021, $123 million for the Predecessor six months ended June 30, 2021 and $172 million for the Predecessor nine months ended September 30, 2020. Interest expenses were $151 million for the combined nine months ended September 30, 2021, which reflects a decrease of $21 million, or 12%, primarily due to the redemption of our Unsecured Senior Notes and partial paydown of the Term Loan in conjunction with the Business Combination completed during the third quarter of 2021, partially offset by incremental interest associated with the additional Unsecured and Secured senior notes issued in the second half of 2020. See Note 8 “Debt” for further information.

~~Loss before Income Tax (Benefit) Expense~~

Loss before income tax (benefit) expense was $120 million for the Successor three months ended September 30, 2021, $30 million for the Predecessor six months ended June 30, 2021 and $73 million for the Predecessor nine months ended September 30, 2020. Loss before income tax (benefit) expense was $150 million for the combined nine months ended September 30, 2021, an increase of $77 million compared to $73 million for the Predecessor nine months ended September 30, 2020, due to the drivers identified above.

~~Income Tax (Benefit) Expense~~

~~Income tax benefit was immaterial for the Successor three months ended September 30, 2021, $5 million for the Predecessor six months ended June 30, 2021,~~2022 as compared to an income tax expense for the Predecessor nine months ended September 30, 2020. The effective tax rate of 0% for the Successor three months ended September 30, 2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to non-recurring non-deductible items related to the Business Combination. The effective tax rate of 17% for the Predecessor six months ended June 30, 2021 was primarily driven by foreign and state income taxes payable in jurisdictions where the Company had operations that generated operating income. See Note 7 “Income Taxes” for further information.

~~Segment Revenue and Adjusted EBITDA~~

~~Employer Solutions Results~~

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

($ in millions)

2021

2021

2020

2020

Employer Solutions Revenue

Recurring revenue

$

522

$

1,049

$

498

$

1,516

Project revenue

65

107

61

162

Total Employer Solutions Revenue

$

587

$

1,156

$

559

$

1,678

Employer Solutions Gross Profit

$

215

$

392

$

197

$

550

Employer Solutions Gross Profit Margin

37
%

34
%

35
%

33
%
Employer Solutions Adjusted EBITDA

$

151

$

274

$

120

$

389

Employer Solutions Adjusted EBITDA Margin

26
%

24
%

21
%

23
%

~~Employer Solutions Segment Results of Operations for The Three Months Ended September 30, 2021 (Successor) Compared to The Three Months Ended September 30, 2020 (Predecessor)~~

~~Employer Solutions Revenue~~

~~Employer Solutions total revenues were~~ $587 million for the Successor ~~three months ended September 30, 2021 as compared to $559 million for the Predecessor~~ prior year period. The overall increase of ~~$28~~$58 million was due to an increase of recurring revenues of ~~$24~~$61 million, or 5%12%, from ~~$498~~$522 million to ~~$522~~$583 million as a result of ~~Net Commercial Activity~~acquisitions, increased volumes and ~~transitions from our Hosted Business to cloud-based services, and an increase in project revenues of $4 million, or 7%, from $61 million to $65 million.~~

~~Employer Solutions Gross Profit~~

Employer Solutions Gross Profit was $215 million for the Successor three months ended September 30, 2021, as compared to $197 million for the Predecessor prior year period. The increase of $18 million, or 9%, was primarily due to revenue growth as discussed above and increases in costs associated with growth of current and future revenues, partially offset by lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs.

~~Employer Solutions Adjusted EBITDA~~

Employer Solutions Adjusted EBITDA was $151 million for the Successor three months ended September 30, 2021, as compared to $120 million for the Predecessor prior year period. The increase of $31 million was primarily due to revenue growth as discussed above and lower compensation related expenses, partially offset by increases in costs associated with growth of current and future revenues, including investments in our commercial functions and technology.

~~Employer Solutions Segment Results of Operations for The Combined Nine Months Ended September 30, 2021 (Successor and Predecessor) Compared to The Nine Months Ended September 30, 2020 (Predecessor)~~

~~Employer Solutions Revenue~~

Employer Solutions total revenues were $587 million for the Successor three months ended September 30, 2021, $1,156 million for the Predecessor six months ended June 30, 2021 and $1,678 million for the Predecessor nine months ended September 30, 2020. Employer Solutions total revenues were $1,743 million for the combined nine months ended September 30, 2021, which reflects an overall increase of $65 million due to an increase of recurring revenues of $55 million, or 4%, as a result of Net Commercial Activity and transitions from our Hosted Business to cloud-based services, and an increase in project revenues of $10 million, or 6%.

~~Employer Solutions Gross Profit~~

Employer Solutions Gross Profit was $215 million for the Successor three months ended September 30, 2021, $392 million for the Predecessor six months ended June 30, 2021 and $550 million for the Predecessor nine months ended September 30, 2020. Employer Solutions Gross Profit was $607 million for the combined nine months ended September 30, 2021 which reflects an increase of $57 million, or 10%, primarily due to revenue growth as discussed above and lower expenses related to productivity initiatives, including the impact of lower restructuring and integration related costs, partially offset by increases in costs associated with growth of current and future revenues.

~~Employer Solutions Adjusted EBITDA~~

Employer Solutions Adjusted EBITDA was $151 million for the Successor three months ended September 30, 2021, $274 million for the Predecessor six months ended June 30, 2021 and $389 million for the Predecessor nine months ended September 30, 2020. Employer Solutions Adjusted EBITDA was $425 million for the combined nine months ended September 30, 2021, which reflects an increase of $36 million, primarily due to revenue growth as discussed above and lower compensation related expenses, partially offset by increases in costs associated with growth of current and future revenues, including investments in our commercial functions and technology.

~~Professional Services Results~~

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

($ in millions)

2021

2021

2020

2020

Professional Services Revenue

Recurring revenue

$

32

$

60

$

28

$

78

Project revenue

61

124

65

194

Total Professional Services Revenue

$

93

$

184

$

93

$

272

Professional Services Gross Profit

$

24

$

46

$

30

$

77

Professional Services Gross Profit Margin

26
%

25
%

32
%

28
%
Professional Services Adjusted EBITDA

$

4

$

7

$

12

$

23

Professional Services Adjusted EBITDA Margin

4
%

4
%

13
%

8
%

~~Professional Services Segment Results of Operations for The Three Months Ended September 30, 2021 (Successor) Compared to The Three Months Ended September 30, 2020 (Predecessor)~~

~~Professional Services Revenue~~

Professional Services total revenues were $93 million for both the Successor three months ended September 30, 2021 and the Predecessor prior year period, which was due to an increase of recurring revenues of $4 million, or 14%, from $28 million to $32 million as a result of increases in Net Commercial Activity, offset by a decrease in project revenues of $4 million, or 6%, from $65 million to $61 million.

~~Professional Services Gross Profit~~

Professional Services Gross Profit was $24 million for the Successor three months ended September 30, 2021, as compared to $30 million for the Predecessor prior year period. The decrease of $6 million, or 20%, was primarily due to increases in costs associated with growth of future revenues, including investments in key resources.

~~Professional Services Adjusted EBITDA~~

Professional Services Adjusted EBITDA was $4 million for the Successor three months ended September 30, 2021, as compared to $12 million for the Predecessor prior year period. The decrease of $8 million was primarily due to increases in costs associated with growth of future revenues, including investments in our commercial functions.

Professional Services Segment Results of Operations for The Combined Nine Months Ended September 30, 2021 (Successor and Predecessor) Compared to The Nine Months Ended September 30, 2020 (Predecessor)

~~Professional Services Revenue~~

Professional Services total revenues were $93 million for the Successor three months ended September 30, 2021, $184 million for the Predecessor six months June 30, 2021 and $272 million for the Predecessor nine months ended September 30, 2020. Professional Services total revenues were $277 million for the combined nine months ended September 30, which reflects an overall increase of $5 million, due to an increase of recurring revenues of $14 million, or 18%, as a result of increases in Net Commercial Activity, partially offset by a decrease in project revenues of $9$3 million, or 5%., from $65 million to $62 million.

~~Professional Services~~Employer Solutions Gross Profit

~~Professional Services Gross Profit~~Employer Solutions gross profit was ~~$24~~$189 million for the Successor three months ended September 30, ~~2021, $46~~2022 as compared to $215 million for the Predecessor six months ended June 30, 2021 and $77 million for the Predecessor nine months ended September 30, 2020. Professional Services Gross Profit was $70 million for the combined nine months ended September 30, 2021, which reflects a

Successor prior year period. The decrease of $7$26 million, or 9%12%, was primarily due to increases in costs associated with growth of current and forecasted future revenues ~~including investments in key resources,~~and compensation expenses related to share-based awards, partially offset by revenue growth as discussed above.

~~Professional Services~~Employer Solutions Adjusted EBITDA

~~Professional Services~~Employer Solutions Adjusted EBITDA was $4$130 million for the Successor three months ended September 30, ~~2021, $7~~2022, as compared to $151 million for the Predecessor six months ended June 30, 2021 and $23 million for the Predecessor nine months ended September 30, 2020. Professional Services EBITDA was $11 million for the combined nine months ended September 30, which reflects aSuccessor prior year period. The decrease of ~~$12~~$21 million was primarily due to increases in costs associated with growth of current and forecasted future revenues, including investments in our commercial functions and technology, partially offset by revenue growth as discussed above. For the Successor three months ended September 30, 2022, material expenses and benefits attributable to the Employer Solutions segment that are not included in Employer Solutions Adjusted EBITDA included depreciation and intangible amortization of $95 million and share-based compensation of $48 million, partially offset by net gains from change in fair value of financial instruments and the TRA of $10 million. For the Successor three months ended September 30, 2021, material expenses attributable to the Employer Solutions segment that are not included in Employer Solutions Adjusted EBITDA included losses from change in fair values of financial instruments and the TRA of $105 million, depreciation and intangible amortization of $86 million and share-based compensation of $13 million.

Employer Solutions Segment Results of Operations for the Nine Months Ended September 30, 2022 (Successor) Compared to the Combined Nine Months Ended September 30, 2021 (Successor and Predecessor)

Employer Solutions Revenue

Employer Solutions revenue was $1,882 million for the Successor nine months ended September 30, 2022, $587 million for the Successor three months ended September 30, 2021 and $1,156 million for the Predecessor six months ended June 30, 2021. The overall increase of $139 million over $1,743 for the combined nine months ended September 30, 2021, was due to an increase of recurring revenues of $141 million, or 9%, from $1,571 million to $1,712 million as a result of acquisitions, increased volumes and increases in Net Commercial Activity, partially offset by a decrease in project revenues of $2 million, or 1%, from $172 million to $170 million.

Employer Solutions Gross Profit

Employer Solutions gross profit was $593 million for the Successor nine months ended September 30, 2022, $215 million for the Successor three months ended September 30, 2021, and $392 million for the Predecessor six months ended June 30, 2021. The decrease of $14 million, or 2%, over $607 million for the combined nine months ended September 30, 2021 was primarily due to increases in costs associated with growth of current and forecasted future revenues and compensation expenses related to share-based awards, partially offset by revenue growth as discussed above.

Employer Solutions Adjusted EBITDA

Employer Solutions Adjusted EBITDA was $419 million for the Successor nine months ended September 30, 2022, $151 million for the Successor three months ended September 30, 2021 and $274 million for the Predecessor six months ended June 30, 2021. The decrease of $6 million, or 1%, over $425 million for the combined nine months ended September 30, 2021 was primarily due to increases in costs associated with growth of current and forecasted future revenues, including investments in our commercial functions and technology, partially offset by revenue growth as discussed above. For the Successor nine months ended September 30, 2022, material expenses and benefits attributable to the Employer Solutions segment that are not included in Employer Solutions Adjusted EBITDA included depreciation and intangible amortization of $283 million and share-based compensation of $113 million, partially offset by gains from change in fair values of financial instruments and the TRA of $106 million. For the Successor three months ended September 30, 2021, material expenses attributable to the Employer Solutions segment that are not included in Employer Solutions Adjusted EBITDA included losses from change in fair value of financial instruments and the TRA of $105 million, depreciation and intangible amortization of $86 million and share-based compensation of $13 million. For the Predecessor six months ended June 30, 2021, material expenses attributable to the Employer Solutions segment that are not included in Employer

Solutions Adjusted EBITDA included depreciation and intangible amortization of $134 million and share-based compensation of $4 million.

Professional Services Results


	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
($ in millions)	2022			2022			2021			2021
Professional Services Revenue
Recurring revenue	$	32		$	94		$	32		$	60
Project revenue		63			182			61			124
Total Professional Services Revenue	$	95		$	276		$	93		$	184
Professional Services Gross Profit	$	23		$	62		$	24		$	46
Professional Services Gross Profit Margin		24	%		22	%		26	%		25	%
Professional Services Adjusted EBITDA(1)	$	3		$	—		$	4		$	7
Professional Services Adjusted EBITDA Margin		3	%		0	%		4	%		4	%

(1)

A reconciliation of the Company's Net Loss to Adjusted EBITDA on a consolidated basis is presented above under "Non-GAAP Financial Measures."

Professional Services Segment Results of Operations for the Three Months Ended September 30, 2022 (Successor) Compared to the Three Months Ended September 30, 2021 (Successor)

Professional Services Revenue

Professional Services revenue was $95 million for the Successor three months ended September 30, 2022 as compared to $93 million for the Successor prior year period. The increase of $2 million, or 2%, was due to an increase in project revenues of $2 million, or 3%, from $61 million to $63 million. Recurring revenues remained flat at $32 million for both periods.

Professional Services Gross Profit

Professional Services gross profit was $23 million for the Successor three months ended September 30, 2022 as compared to $24 million for the Successor prior year period. The decrease of $1 million, or 4%, was primarily due to increases in costs associated with growth of forecasted future revenues, including investments in key resources and revenue declines as discussed above, partially offset by revenue growth as discussed above.

Professional Services Adjusted EBITDA

Professional Services Adjusted EBITDA was $3 million for the Successor three months ended September 30, 2022 as compared to $4 million for the Successor prior year period. The decrease of $1 million, or 25%, is primarily due to increases in costs associated with growth of forecasted future revenues, partially offset by revenue growth as discussed above. For the Successor three months ended September 30, 2022, material expenses and benefits attributable to the Professional Services segment that are not included in Professional Services Adjusted EBITDA included depreciation and intangible amortization of $3 million and share-based compensation of $6 million. For the Successor three months ended September 30, 2021, material expenses attributable to the Professional Services segment that are not included in Professional Services Adjusted EBITDA included losses from change in fair values of financial instruments and the TRA of $12 million, depreciation and intangible amortization of $1 million, and share-based compensation of $2 million.

Professional Services Segment Results of Operations for the Nine Months Ended September 30, 2022 (Successor) Compared to the Six Months Ended June 30, 2021 (Predecessor) and the Three Months Ended September 30, 2021 (Successor)

Professional Services Revenue

Professional Services revenue was $276 million for the Successor nine months ended September 30, 2022, $93 million for the Successor three months ended September 30, 2021 and $184 million for the Predecessor six months ended June 30, 2021. The overall decrease of $1 million, or less than 1%, over $277 million for the combined nine months ended September 30, 2021 was due to a decrease in project revenues of $3 million, or 2%, from $185 million to $182 million, partially offset by an increase of recurring revenues of $2 million, or 2%, from $92 million to $94 million.The decline in Professional Services project revenues was driven by client timing delays.

Professional Services Gross Profit

Professional Services gross profit was $62 million for the Successor nine months ended September 30, 2022, $24 million for the Successor three months ended September 30, 2021 and $46 million for the Predecessor six months ended June 30, 2021. The decrease of $8 million, or 11%, over $70 million for the combined nine months ended September 30, 2021 was primarily due to increases in costs associated with growth of forecasted future revenues, including investments in key resources and revenue declines as discussed above.

Professional Services Adjusted EBITDA

Professional Services Adjusted EBITDA was an immaterial amount for the Successor nine months ended September 30, 2022, $4 million for the Successor three months ended September 30, 2021 and $7 million for the Predecessor six months ended June 30, 2021. The decrease of $11 million, or 100%, over $11 million for the combined nine months ended September 30, 2021 was primarily due to increases in costs associated with growth of forecasted future revenues, including investments in our commercial functions. For the Successor nine months ended September 30, 2022, material expenses and benefits attributable to the Professional Services segment that are not included in Professional Services Adjusted EBITDA included depreciation and intangible amortization of $8 million and share-based compensation of $15 million, partially offset by net gains from change in fair values of financial instruments and the TRA of $10 million. For the Successor three months ended September 30, 2021, material expenses attributable to the Professional Services segment that are not included in Professional Services Adjusted EBITDA included losses from change in fair values of financial instruments and the TRA of $12 million, depreciation and intangible amortization of $1 million, and share-based compensation of $2 million. For the Predecessor six months ended June 30, 2021, material expenses attributable to the Professional Services segment that are not included in Professional Services Adjusted EBITDA included depreciation and intangible amortization of $13 million and share-based compensation of $1 million.

Hosted Business Results


	Successor									Predecessor
	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			June 30,
($ in millions)	2022			2022			2021			2021
Hosted Business Revenue
Recurring revenue	$	10		$	32		$	10		$	21
Total Hosted Business Revenue		10			32			10		$	21
Hosted Business Gross Profit	$	—		$	(1	)	$	(1	)	$	(3	)
Hosted Business Gross Profit Margin		0	%		-3	%		-10	%		-14	%
Hosted Business Adjusted EBITDA(1)	$	—		$	(2	)	$	(2	)	$	(3	)
Hosted Business Adjusted EBITDA Margin		0	%		-6	%		-20	%		-14	%

Successor

Predecessor

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

September 30,

($ in millions)

2021

2021

2020

2020

Hosted Business Revenue

Recurring revenue

$

10

$

21

$

16

$

58

Total Hosted Business Revenue

10

$

21

$

16

$

58

Hosted Business Gross Profit

$

(1
)

$

(3
)

$

—

$

5

Hosted Business Gross Profit Margin

-10
%

-14
%

0
%

9
%
Hosted Business Adjusted EBITDA

$

(2
)

$

(3
)

$

—

$

4

Hosted Business Adjusted EBITDA Margin

-20
%

-14
%

0
%

7
%
(1)

A reconciliation of the Company's Net Loss to Adjusted EBITDA on a consolidated basis is presented above under "Non-GAAP Financial Measures."

Hosted Business Segment Results of Operations for ~~The~~the Three Months Ended September 30, 2022 (Successor) Compared to the Three Months Ended September 30, 2021 (Successor)

Hosted Business Revenue

Hosted Business revenue was $10 million for the Successor three months ended September 30, 2022 as compared to $10 million for the Successor prior year period.

Hosted Business Gross Profit

Hosted Business gross profit was an immaterial amount for the Successor three months ended September 30, 2022, as compared to ($1) million for the Successor prior year period.

Hosted Business Adjusted EBITDA

Hosted Business Adjusted EBITDA was an immaterial amount for the Successor three months ended September 30, 2022, as compared to ($2) million for the Successor prior year period. For the Successor three months ended September 30, 2021, material expenses attributable to the Hosted Business segment that are not included in Hosted Business Adjusted EBITDA included depreciation and intangible amortization of $1 million.

Hosted Business Segment Results of Operations for the Nine Months Ended September 30, 2022 (Successor) Compared to ~~The~~the Six Months Ended June 30, 2021 (Predecessor) and the Three Months Ended September 30, ~~2020 (Predecessor)~~2021

Hosted Business Revenue

Hosted Business ~~revenues were~~revenue was $32 million for the Successor nine months ended September 30, 2022, $10 million for the Successor three months ended September 30, 2021 ~~as compared to $16~~and $21 million for the Predecessor ~~prior year period.~~six months ended June 30, 2021. The ~~decrease~~increase of $6$1 million, or 3%, was due to ~~transitions from our Hosted Business to cloud-based services.~~volumes.

Hosted Business Gross Profit

Hosted Business ~~Gross Profit was~~gross profit ($1) million for the Successor nine months ended September 30, 2022, ($1) million for the Successor three months ended September 30, 2021 ~~as compared to immaterial~~and ($3) million for the Predecessor ~~prior year period. The decrease of $1 million was primarily due to transitions from our Hosted Business to cloud-based services.~~six months ended June 30, 2021.

Hosted Business Adjusted EBITDA

Hosted Business Adjusted EBITDA was ($2) million for the Successor nine months ended September 30, 2022, ($2) million for the Successor three months ended September 30, 2021 as compared to immaterial for the Predecessor prior year period. The decrease of $2 million was driven by a decrease in revenue during the period from the continued transition from our Hosted Business to cloud-based services, which outpaced a decrease in costs during the period.

~~Hosted Business Segment Results of Operations for The Combined Nine Months Ended September 30, 2021 (Successor~~ and ~~Predecessor) Compared to The Nine Months Ended September 30, 2020 (Predecessor)~~

~~Hosted Business Revenue~~

Hosted Business revenues were $10 million for the Successor three months ended September 30, 2021, $21 million for the Predecessor six months ended June 30, 2021 and $58 million for the Predecessor nine months ended September 30, 2020. Hosted Business revenues were $31 million for the combined nine months ended September 30, 2021, which reflects a decrease of $27 million due to transitions from our Hosted Business to cloud-based services.

~~Hosted Business Gross Profit~~

~~Hosted Business Gross Profit was ($1) million for the Successor three months ended September 30, 2021,~~ ($3) million for the Predecessor six months ended June 30, ~~2021 and $5 million for~~2021. For the ~~Predecessor~~Successor nine months ended September 30, ~~2020. Hosted~~

~~Business Gross Profit was ($4) million for~~2022, material expenses attributable to the ~~combined nine months ended September 30, 2021, which reflects a decrease of $9 million, primarily due to transitions from our~~ Hosted Business ~~to cloud-based services.~~

~~Hosted Business Adjusted EBITDA~~

segment that are not included in Hosted Business Adjusted EBITDA ~~was ($2)~~included depreciation and intangible amortization of $2 million ~~for~~and share-based compensation of $1 million. For the Successor three months ended September 30, 2021, ~~($3) million for~~material expenses attributable to the Hosted Business segment that are not included in Hosted Business Adjusted EBITDA included depreciation and intangible amortization of $1 million. For the Predecessor six months ended June 30, 2021 ~~and $4 million for~~material expenses attributable to the ~~Predecessor nine months ended September 30, 2021.~~Hosted Business segment that are not included in Hosted Business Adjusted EBITDA ~~was ($5) million for the combined nine months ended September 30, 2021, which reflects a decrease~~included depreciation and intangible amortization of ~~$9 million, driven by a decrease in revenue during the period from the continued transition from our Hosted Business to cloud-based services, which outpaced a decrease in costs during the period.~~$2 million.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

Our primary sources of liquidity include our existing cash and cash equivalents, cash flows from operations and availability under our revolving credit facility. Our primary uses of liquidity are operating expenses, funding of our debt requirements and capital ~~expenditures, and payments on our Tax Receivable Agreement.~~expenditures.

We believe that our available cash and cash equivalents, cash flows from operations and availability under our revolving credit facility will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, payments on our Tax Receivable Agreement and anticipated working capital requirements for the foreseeable future. We believe our liquidity position at September 30, ~~2021~~2022 remains ~~strong and as we continue to operate in a period of uncertain economic conditions related to COVID-19 we will~~stable. We continue to closely monitor and proactively manage our liquidity asposition in light of changing economic conditions ~~change.~~ and the impact of a rising interest rate environment.

In August 2022, we established a repurchase program allowing for up to $100 million in authorized share repurchases. As of September 30, 2022, approximately $88 million remains available for share repurchases under our share repurchase program.

Cash on our balance sheet includes funds available for general corporate purposes. Funds held on behalf of clients in a fiduciary capacity are segregated and shown in Fiduciary assets on the Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, with a corresponding amount in Fiduciary liabilities. Fiduciary funds are not used for general corporate purposes and are not a source of liquidity for us.

The following table provides a summary of cash flows from operating, investing, and financing activities for the periods presented.


	Successor			Predecessor						Successor						Predecessor
	Three Months Ended			Six Months Ended			Nine Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,			September 30,
(in millions)	2021			2021			2020			2022			2021			2021
Cash (used for) provided by operating activities	$	(7	)	$	58		$	131
Cash provided by (used for) operating activities										$	201		$	(7	)	$	58
Cash used for investing activities		(1,421	)		(55	)		(123	)		(115	)		(1,421	)		(55	)
Cash provided by (used for) financing activities		2,625			(64	)		438
Cash (used for) provided by financing activities											(73	)		2,625			(64	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4			—			(3	)		(7	)		4			—
Net increase (decrease) in cash, cash equivalents and restricted cash		1,201			(61	)		443			6			1,201			(61	)
Cash, cash equivalents, and restricted cash at end of period	$	2,237		$	1,475		$	1,428		$	1,658		$	2,237		$	1,475

Operating Activities

Net cash for operating activities was $201 million cash provided for the Successor nine months ended September 30, 2022, $7 million cash used for the Successor three months ended September 30, 2021 and $58 million cash provided for the Predecessor six months ended June 30, 2021. Net cash provided by operating activities ~~decreased~~increased by $150 million, from ~~$131 million during the Predecessor nine months ended September 30, 2020 to~~ $51 million for the combined nine months ended September 30, 2021, driven by ~~increases~~a decrease in our net loss position and a decrease in working capital requirements, partially offset by lower non-cash items. Working capital requirements decreased by $116 million primarily related to cash receipts related to commissions receivable, net impacts of higher deferred revenues and ~~non-cash items, primarily~~costs associated with new client implementations, higher accounts payable as a result of the Company's ongoing focus on overall cash management, and deferred underwriting costs related to the Business ~~Combination.~~Combination completed in the third quarter of 2021, partially offset by higher receivables due to increased revenues, which tend to be higher in the third and fourth quarters of each year. The decrease in non-cash items of $105 million is primarily due to improvements from changes in fair value for both financial instruments and the tax receivable agreement, partially offset by higher intangible amortization and share-based compensation expenses, all of which were related to the Business Combination completed in the third quarter of 2021.

Investing Activities

Cash used for investing activities for the Successor nine months ended September 30, 2022 was $115 million, driven by capital expenditures.

Cash used for investing activities for the Successor three months ended September 30, 2021 and the Predecessor six months ended June 30, 2021 was $1,421 million and $55 million, respectively. The primary drivers of the cash flow used for investing activities for the

Successor three months ended September 30, 2021 was $1,394 million related to the Business Combination and $27 million of capital expenditures. For the Predecessor six months ended June 30, 2021, $55 million was ~~used for~~driven by capital expenditures.

Financing Activities

Cash used for ~~investing~~financing activities for the Successor nine months ended September 30, ~~2020~~2022 was ~~$123~~$73 million. The primary drivers of the cash ~~flow~~ used for ~~investing~~financing activities ~~was $71~~were loan repayments of $134 million, payments for deferred consideration of ~~capital expenditures~~$81 million, finance lease payments of $20 million, repurchase of shares of $12 million and ~~$52~~financing fees related to debt refinancing of $3 million, ~~for~~partially offset by a net increase in the ~~acquisition~~cash flow from borrowings of ~~a business.~~$104 million and client funds obligations of $74 million, primarily due to timing of client funding and subsequent disbursement of payments.

~~Financing Activities~~

Cash provided by financing activities for the Successor three months ended September 30, 2021 was $2,625 million. The primary drivers of the cash provided by financing activities ~~for the Successor three months ended September 30, 2021~~ were proceeds related to FTAC investors in connection with the Business Combination of $1,813 million, ~~and~~ bank borrowings of $576 million, and a net increase in the cash flow from client funds obligations of $453 million, primarily due to timing of client funding and subsequent disbursement of payments, partially offset by FTAC share redemptions of $142 million, loan repayments of $57 million, finance lease payments of $7 million, financing fees related to new debt of $7 million, and payments for settlements related to interest rate swaps of $4 million. Net cash flows from financing activities also changed due to a net increase in the cash flow from client funds obligations of $453 million, primarily due to timing of client funding and subsequent disbursement of payments.

Cash used for financing activities for the Predecessor six months ended June 30, 2021 was $64 million. The primary drivers of the cash used for financing activities were loan repayments of $124 million, finance lease payments of $17 million, net decrease in the cash flow from client funds obligations of $15 million, primarily due to timing of client funding and subsequent disbursement of payments, payments for settlements related to interest rate swaps of $14 million, unit repurchases of $2 million, and payments for contingent consideration of $1 million, partially offset by bank borrowings of $110 million. Net cash flows from financing activities also changed due to a net decrease in the cash flow from client funds obligations of $15 million, primarily due to timing of client funding and subsequent disbursement of payments

Cash provided by financing activities for the nine months ended September 30, 2020 was $438 million. The primary drivers of the cash provided by financing activities were bank borrowings of $726 million, offset by loan repayments of $435 million, financing fees of $23 million, finance lease payments of $18 million, payments for settlements related to interest rate swaps of $14 million, tax related distributions to equityholders of $3 million and unit repurchases $3 million. Net cash flows from financing activities also changed due to a net increase in the cash flow from client funds obligations of $210 million, primarily due to timing of client funding and subsequent disbursement of payments.

Cash, Cash Equivalents and Fiduciary Assets

At September 30, ~~2021,~~2022, our cash and cash equivalents were ~~$769~~$304 million, ~~an increase~~a decrease of ~~$263~~$68 million from December 31, ~~2020.~~2021. Of the total balances of cash and cash equivalents as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, none of the balances were restricted as to ~~its~~ use.

Some of our client agreements require us to hold funds on behalf of clients to pay obligations on their behalf. The levels of Fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the amounts from clients and make payments on their behalf. Such funds are not available to service our debt or for other corporate purposes. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. We are entitled to retain investment income earned on fiduciary funds, when investment strategies are deployed, in accordance with industry custom and practice, which has historically been immaterial. In our Condensed Consolidated Balance Sheets, the amount we report for Fiduciary assets and Fiduciary liabilities are equal. Our Fiduciary assets included cash of ~~$1,468~~$1,354 million and ~~$1,030~~$1,280 million at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Other Liquidity Matters

Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. For further information, see the “Risk Factors” section in our Annual Report.

We do not have any material business, operations or assets in Russia, Belarus or Ukraine and we have not been materially impacted by the ~~Company’s Registration Statement on Form S-1 filed on August 2, 2021, as amended.~~actions of the Russian government. Our total revenues from these three countries are de minimis for all periods presented.

Tax Receivable Agreement

In connection with the Business Combination, we entered into the TRA with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the Tax Receivable Agreement.

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 may be substantial.

~~CONTRACTUAL OBLIGATIONS AND COMMITMENTS~~

~~The following table reflects a summary of obligations and commitments outstanding as of September 30, 2021:~~

Less than

1-3

3-5

More than

(in millions)

Total

1 year⁽¹⁾

years

years

5 years

Contractual cash obligations:

Debt⁽²⁾⁽³⁾

$

2,870

$

19

$

64

$

409

$

2,378

Operating Leases

219

11

83

63

62

Finance Leases

72

3

49

20

—

Purchase obligations⁽⁴⁾

101

6

52

36

7

Service obligations⁽⁵⁾

1,140

��

34

288

316

502

Total

$

4,402

$

73

$

536

$

844

$

2,949

~~(1)~~

~~The amounts presented as of September 30, 2021 for less than one year reflect the obligations and commitments outstanding for the remainder of 2021.~~

~~(2)~~

Interest incurred on amounts we borrow is based on relative borrowing levels, fluctuations in the variable interest rates and the spread we pay over those interest rates. As such, we are unable to quantify our future obligations relating to interest and therefore no amounts have been included in the above table.

~~(3)~~

~~Financing fees have been excluded from the debt obligation as these amounts do not represent the future cash obligation for the related debt.~~

~~(4)~~

Purchase obligations consist primarily of purchases of information technology assets and services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

~~(5)~~

Service obligations include non-cancellable service obligations to our strategic partnership with Wipro. We may terminate our arrangement with Wipro with cause or for our convenience. In the case of a termination for convenience, we would be required to pay a termination fee. If we had terminated the Wipro arrangement on September 30, 2021, we estimate that the termination charges would have been at least $376 million.

~~OFF BALANCE SHEET ARRANGEMENTS~~

~~We do not have any off balance sheet arrangements.~~

~~Critical Accounting POlicies~~

In addition to the critical accounting policies and estimates we provided in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Company’ Registration Statement on Form S-1 filed on August 2, 2021, as amended, we identified the following new critical accounting policy.

~~Tax Receivable Agreement~~

In connection with the Business Combination, we entered into a Tax Receivable Agreement with certain of our pre-Business Combination owners that provides for the payment by Alight to such owners of 85% of the benefits that Alight is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA. The Company accounts for the TRA as a liability at fair value and is subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Condensed Consolidated Statements of Comprehensive Income (Loss).

~~NEW ACCOUNTING PRONOUNCEMENTS~~ As of September 30, 2022, we do not expect to make any material payments within the next year, and anticipate payments to become more material beginning in 2024.

~~Recently issued accounting pronouncements may be relevant~~Contractual Obligations and Commitments

There have been no material changes to our ~~operations but have not yet been adopted are outlined in Note 2 “Accounting Policies~~obligations and ~~Practices” within~~commitments during the nine months ended September 30, 2022.

Our material contractual obligations include debt, non-cancellable contractual service and purchase obligations and lease obligations. For additional information regarding debt and non-cancellable contractual service and purchases obligations, see the Condensed Consolidated Financial ~~Statements.~~Statements within Item 1 of this Quarterly Report on Form 10-Q, Note 8 “Debt”, and Note 19 “Commitments and Contingencies”.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements.

Critical Accounting Estimates

There were no material changes from the Critical Accounting Estimates disclosed in the Annual Report. Please refer to "Critical Accounting Estimates" described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of the Annual Report, from which there have been no material changes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~We are exposed~~For quantitative and qualitative disclosures about market risk, see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of the Annual Report. Our exposures to ~~potential fluctuations in earnings, cash flows, and~~market risk have not changed materially since the ~~fair values~~filing of ~~certain of our assets and liabilities due to changes in interest rates. To manage~~ the risk from this exposure, we enter into a variety of hedging arrangements. We do not enter into derivatives or financial instruments for trading or speculative purposes. We are not subject to significant foreign exchange rate risk.Annual Report.

~~A discussion of our accounting policies for hedging activities is outlined in Note 2 “Accounting Policies and Practices” within the Condensed Consolidated Financial Statements.~~

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Management does not expect that our disclosure controls and procedures will necessarily prevent all errors and all fraud. However, management does expect the control system provides reasonable assurance that its objectives will be met. Based onupon that evaluation, and as a result of the material weakness described in the Form 10-K/A filed with the SEC on April 29, 2021 for the year-ended December 31, 2020 (of Foley Trasimene Acquisition Corp., which became a fully owned subsidiary of Alight, Inc upon completion of the Business Combination, our principal executive officer and principal financial officer concluded that ~~as of September 30, 2021, our~~the Company’s disclosure controls and procedures were not effective due solely to our controls to evaluate the accounting for warrants or forward purchase agreements (“FPAs”). Specifically, we have not yet had sufficient time for controls being implemented as a result of the Business Combination to demonstrate that our controls are effective at a reasonable assurance level in ensuring that the information required to be included in the Company’s periodic SEC filings is recorded, processed, summarized and ~~thus concluded they did not operate effectively~~reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to ~~appropriately apply the provisions of ASC 815-40 - Contracts in Entity’s Own Equity.~~management, to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the ~~fiscal quarter ended September 30, 2021~~period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for warrants or FPAs as noted above. Management is implementing remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, to remediate the material weakness in the Company’s internal control over financial reporting, the Company is implementing review procedures, training and enhancements to the accounting policy related to the accounting for warrants to determine proper accounting in accordance with U.S. GAAP, which it expects to have completed by year-end. Specifically, we created a review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. However, because the elements of our remediation plan are in process as of September 30, 2021, the material weakness has not been fully remediated.

Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented in accordance with U.S. GAAP.47

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are a party to a variety of legal proceedings that arise in the normal course of our business. While the results of these legal proceedings cannot be predicted with certainty, we believe that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on our results of operations or financial condition.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K filed ~~with the SEC~~ on February 26, 2021 and amended on April 29, 2021, our Definitive Proxy Statement on Schedule 14A relating to the Business Combination, filed with the SEC on June 4, 2021, or our Registration Statement on Form S-1 filed on August 2, 2021, as amended.March 10, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

There have been no material changes from the risk factors previously disclosed in the Company’s ~~filings~~filing mentioned in the aforementioned paragraph.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Subscription Agreements~~

~~In connection with the closing~~The following table provides information regarding purchases of the Business Combination, on the Closing Date, the Company consummated an investment (the “PIPE Investment”) pursuant to subscription agreements with certain investors (the “PIPE Investors”) and issued 155,000,000 shares of the Company’sour Class A Common Stock to the PIPE Investors for aggregate gross proceeds of approximately $1.6 billion. The proceeds of the PIPE Investment were used to fund a portion of the cash consideration necessary to consummate the Business Combination as well as for the repayment of certain of Alight Holdings’ and its subsidiaries’ indebtedness, expenses and other uses. The issuancesthat were made ~~in reliance on Section 4(a)(2)~~by us during the third quarter of ~~the Securities Act~~2022.


					Total number of		Approximate dollar
					shares purchased as		value of shares that may
					part of publicly		yet be purchased under
	Total number of		Average price		announced plans		the plans or programs
	shares purchased		paid per share(1)		or programs		(in millions)
July 1, 2022 through July 31, 2022		—	$	—		—	$	—
August 1, 2022 through August 31, 2022		—	$	—		—		100
September 1, 2022 through September 30, 2022		1,506,385	$	7.96		1,506,385		88
Balance as of September 30, 2022		1,506,385	$	7.96		1,506,385	$	88

(1)

Average price paid per share for open market purchases includes broker commissions.

(2)

On August 1, 2022, we announced a share repurchase program, under which we may repurchase up to $100 million of ~~1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D under the Securities Act.~~

The foregoing summary of the Subscription Agreements is qualified by reference to the complete text of the form of the Subscription Agreement, a copy of which is attached as an exhibit to this Quarterly Report on Form 10-Qissued and ~~is incorporated herein by reference.~~

~~Business Combination Consideration~~

~~Upon the closing of the Business Combination and pursuant to the Business Combination Agreement, the Company issued, in the aggregate, 77,459,687~~outstanding shares of the Company’s Class V Common Stock, 4,990,453 shares of the Company’s Class B-1 Common Stock and 4,990,453 shares of the Company’s Class B-2 Common Stock to the holders of Tempo units and equityholders of the Tempo Blockers. The issuances were made in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

~~Forward Purchase Agreement~~

Immediately prior to the Business Combination, pursuant to certain FPAs, (i) Cannae Holdings, Inc. and Cannae Holdings LLC (collectively, “Cannae”) purchased from FTAC, and FTAC issued to Cannae, 15,000,000 shares of FTAC Class A Common Stock, par value $0.0001 per share, from time to time, depending on market conditions and ~~5,000,000 FTAC Warrants~~alternate uses of capital, which has no expiration date and may be suspended or discontinued at any time. In the third quarter of 2022, we repurchased approximately 1.5 million common shares for ~~an aggregate purchase price of $150~~$12 million, and (ii) THL FTAC LLC (“THL”) purchased from FTAC, and FTAC issued to THL, 15,000,000 shares of FTAC Class A Common Stock and 5,000,000 FTAC Warrants for an aggregate purchase price of $150 million. Such proceeds formed a portion of the consideration used for the completion of the Business Combination. The issuances were madeor approximately $7.96 per share, under this share repurchase program. For additional information, see Note 16 in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. The foregoing summary of the FPAs is qualified by reference to the complete text of the FPAs, copies of which are attached as exhibits to"Part I. Financial Information - Item 1. Financial Statements" in this ~~Quarterly Report on Form 10-Q and are incorporated herein by reference.~~

~~Use of Proceeds~~

In conjunction with the consummation of the Business Combination, the Company disbursed all investments deposited into the trust account from the Company’s initial public offering and continuously held in the trust account, which funded, in part, the Business Combination and paid the deferred underwriting discounts and commissions of approximately $36 million.

report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit

Number

~~(a)~~

~~None.~~

~~(b)~~Description

~~None.~~

~~Item 6. Exhibits.~~

~~Exhibit~~ ~~Number~~		~~Description~~
~~2.1~~†3.1		Amended and Restated Business Combination Agreement, dated as of April 29, 2021, by and among Foley Trasimene Acquisition Corp., Alight, Inc., Tempo Holding Company, LLC and certain other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2021).
~~3.1~~		Amended and Restated Certificate of Incorporation of Alight, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
3.2		Amended and Restated Bylaws of Alight, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
~~4.2~~		Warrant Agreement, dated May 29, 2020, between Continental Stock Transfer & Trust Company and FTAC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 1, 2020).
~~4.3~~		Warrant Assumption Agreement, dated as of July 2, 2021, by and among Foley Trasimene Acquisition Corp., Alight, Inc., and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 9, 2021).
~~10.1~~		Second Amended and Restated Limited Liability Company Agreement of Alight Holding Company, LLC, dated as of July 2, 2021, by and among Alight Holding Company, LLC, Alight, Inc., certain subsidiaries of Alight, Inc. and the other members of Alight Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
~~10.2†~~		Tax Receivable Agreement, dated July 2, 2021, by and among Alight, Inc., Foley Trasimene Acquisition Corp., Tempo Holding Company, LLC, the TRA Parties, the TRA Party Representative and each of the other persons that become a party to the Tax Receivable Agreement from time to time (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
~~10.3~~		Investor Rights Agreement, dated as of July 2, 2021, by and among Alight, Inc., the Existing Investors and the Sponsor Investors as of the date thereof, and each of the other persons that from time to time become party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
~~10.4~~		Registration Rights Agreement, dated as of July 2, 2021, by and among Alight, Inc., the Existing Investors and the Sponsor Investors as of the date thereof, and each of the other persons that from time to time become party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).
~~10.5~~		Amended and Restated Sponsor Agreement, dated as of January 25, 2021, by and among Foley Trasimene Acquisition Corp., Acrobat Holdings, Inc. (n/k/a Alight, Inc.), Tempo Holding Company, LLC (n/k/a Alight Holding Company, LLC) and certain other parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 27, 2021).
~~10.6~~		~~Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 27, 2021).~~
~~10.7+~~		~~Alight, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).~~
~~10.8+~~		~~Alight, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2021).~~
~~10.9~~		Forward Purchase Agreement among the Registrant and Cannae Holdings, Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 18, 2020).
~~10.10~~		~~Forward Purchase Agreement among the Registrant and THL FTAC LLC (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 18, 2020).~~
~~10.11+~~		Amended and Restated Employment Agreement, dated as of August 18, 2021, by and between Alight Solutions LLC and Stephan Scholl (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2021).
~~10.12+~~		Employment Agreement, dated as of August 18, 2021, by and between Alight Solutions LLC and Katie Rooney (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2021).
10.13*		~~Amendment No. 6 to Credit Agreement, dated as of August 24, 2021.~~
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

~~Filed herewith.~~

**	~~Furnished herewith.~~

+	~~Indicates a management or compensatory plan.~~

†	~~Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.~~

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Alight, Inc.

(Registrant)


	~~Alight, Inc.~~
Date: November 3, 2022	By:	/s/ Stephan Scholl
~~Date: November 12, 2021~~	~~By:~~	~~/s/~~ Stephan Scholl
		~~Stephan Scholl~~Chief Executive Officer
		~~Chief Executive Officer~~
Date: November 3, 2022	By:	/s/ Katie Rooney
~~Date: November 12, 2021~~	~~By:~~	~~/s/~~ Katie Rooney
		~~Katie Rooney~~
		Chief Financial Officer


Delaware	86-1849232
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4 Overlook Point Lincolnshire, IL	60069
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ALIT	New York Stock Exchange
~~Warrants to purchase one share of Class A Common Stock~~	~~ALIT.WS~~	~~New York Stock Exchange~~

				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
				Fair Value					Fair Value
Predecessor	RSUs			Per Unit		PRSUs			Per Unit
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


				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
				Fair Value					Fair Value
	RSUs(1)			Per Unit		PRSUs(1)(2)			Per Unit
Balance as of December 31, 2021		7,148,416		$	12.27		16,743,113		$	11.20
Granted		4,987,126			9.01		13,919,562			11.64
Vested		(498,081	)		10.41		—			—
Forfeited		(1,206,180	)		11.67		(2,269,972	)		11.97
Balance as of September 30, 2022		10,431,281		$	10.85		28,392,703		$	11.30


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
	Explanatory Note	1
	~~Disclaimer Regarding~~ Forward-Looking Statements	1
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements ~~(Unaudited)~~	23
	Condensed Consolidated Balance Sheets	23
	Condensed Consolidated Statements of Comprehensive Income (Loss)	34
	Condensed Consolidated Statements of Stockholders’ and Members’ Equity	45
	Condensed Consolidated Statements of Cash Flows	57
	Notes to Unaudited Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3432
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5047
Item 4.	Controls and Procedures	5047
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	5148
Item 1A.	Risk Factors	5148
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5148
Item 3.	Defaults Upon Senior Securities	5248
Item 4.	Mine Safety Disclosures	5248
Item 5.	Other Information	5248
Item 6.	Exhibits	5349
Signatures		5550

	Customer Related		Technology		Trade
	and Contract Based		Related		Name
	Intangibles		Intangibles		Intangible
Remainder of 2021 (October - December)	$	58	$	10	$	6
2022		230		37		27
2023		230		37		27
2024		230		37		27
2025		230		37		27
Thereafter		2,420		55		279
Total amortization expense	$	3,398	$	213	$	393

	Successor
	TRA		Seller Earnouts
	Liability		Liability
Balance at July 1, 2021	$	578	$	109
Loss from change in fair value of TRA		27		—
Loss from change in fair value of Seller Earnouts		—		35
Balance at September 30, 2021	$	605	$	144

				Less than		1-3		3-5		More than
(in millions)	Total			1 year⁽¹⁾		years		years		5 years
Contractual cash obligations:
Debt⁽²⁾⁽³⁾	$	2,870		$	19	$	64	$	409	$	2,378
Operating Leases		219			11		83		63		62
Finance Leases		72			3		49		20		—
Purchase obligations⁽⁴⁾		101			6		52		36		7
Service obligations⁽⁵⁾		1,140	��		34		288		316		502
Total	$	4,402		$	73	$	536	$	844	$	2,949

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company