Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Alight, Inc. / Delaware | |
Entity Central Index Key | 0001809104 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ALIT | |
Security Exchange Name | NYSE | |
Entity File Number | 001-39299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1849232 | |
Entity Address, Address Line One | 4 Overlook Point | |
Entity Address, City or Town | Lincolnshire | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60069 | |
City Area Code | 224 | |
Local Phone Number | 737-7000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 550,348,057 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,914,939 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,914,939 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 734,248 | |
Class Z-A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 376,637 | |
Class Z-B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,731 | |
Class Z-B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,731 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||||
Cash and cash equivalents | $ 256 | $ 324 | ||
Receivables, net | 393 | 435 | ||
Other current assets | 217 | 260 | ||
Fiduciary assets | 250 | 234 | ||
Current assets held for sale | 2,501 | 1,523 | ||
Total Current Assets | 3,617 | 2,776 | ||
Goodwill | 3,212 | 3,212 | ||
Intangible assets, net | 3,066 | 3,136 | ||
Fixed assets, net | 387 | 331 | ||
Deferred tax assets, net | 86 | 38 | ||
Other assets | 346 | 341 | ||
Long-term assets held for sale | 948 | |||
Total Assets | 10,714 | 10,782 | ||
Current Liabilities | ||||
Accounts payable and accrued liabilities | 278 | 325 | ||
Current portion of long-term debt, net | 25 | 25 | ||
Other current liabilities | 282 | 233 | ||
Fiduciary liabilities | 250 | 234 | ||
Current liabilities held for sale | 1,475 | 1,370 | ||
Total Current Liabilities | 2,310 | 2,187 | ||
Deferred tax liabilities | 32 | 32 | ||
Long-term debt, net | 2,762 | 2,769 | ||
Long-term tax receivable agreement | 784 | 733 | ||
Financial instruments | 132 | 109 | ||
Other liabilities | 166 | 142 | ||
Long-term liabilities held for sale | 68 | |||
Total Liabilities | 6,186 | 6,040 | ||
Commitments and Contingencies | ||||
Stockholders' Equity | ||||
Treasury stock, at cost (6.4 and 1.5 shares at September 30, 2023 and December 31, 2022, respectively) | (52) | (52) | ||
Additional paid-in-capital | 5,113 | 4,946 | ||
Retained deficit | (617) | (503) | ||
Accumulated other comprehensive loss | 75 | 71 | ||
Total Alight, Inc. Stockholders' Equity | 4,519 | 4,462 | ||
Noncontrolling interest | 9 | 280 | ||
Total Stockholders' Equity | 4,528 | 4,742 | $ 5,089 | |
Total Liabilities and Stockholders' Equity | $ 10,714 | $ 10,782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock, Shares | 6,400,000 | 6,400,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 549,961,741 | 510,900,000 |
Common stock, shares outstanding | 549,961,741 | 510,900,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,900,000 | 9,900,000 |
Common stock, shares outstanding | 9,900,000 | 9,900,000 |
Class V Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 1,200,000 | 29,000,000 |
Common stock, shares outstanding | 1,200,000 | 29,000,000 |
Class Z Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,900,000 | 12,900,000 |
Common stock, shares issued | 578,099 | 3,400,000 |
Common stock, shares outstanding | 578,099 | 3,400,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 559 | $ 586 |
Cost of services, exclusive of depreciation and amortization | 356 | 382 |
Depreciation and amortization | 21 | 17 |
Gross Profit | 182 | 187 |
Operating Expenses | ||
Selling, general and administrative | 146 | 151 |
Depreciation and intangible amortization | 76 | 76 |
Total Operating expenses | 222 | 227 |
Operating Income (Loss) From Continuing Operations | (40) | (40) |
Other (Income) Expense | ||
(Gain) Loss from change in fair value of financial instruments | 21 | 25 |
(Gain) loss from change in fair value of tax receivable agreement | 55 | 8 |
Interest expense | 31 | 33 |
Other (income) expense, net | 1 | 1 |
Total Other (income) expense, net | 108 | 67 |
Income (Loss) From Continuing Operations Before Taxes | (148) | (107) |
Income tax expense (benefit) | (27) | (23) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total | (121) | (84) |
Net Income (Loss) From Discontinued Operations, Net of Tax | 5 | 10 |
Net Income (Loss) | (116) | (74) |
Net income (loss) attributable to noncontrolling interests | (2) | (6) |
Net Income (Loss) Attributable to Alight, Inc. | $ (114) | $ (68) |
Basic | ||
Continuing operations | $ (0.22) | $ (0.16) |
Discontinued operations | 0.01 | 0.02 |
Net Income (Loss) | (0.21) | (0.14) |
Diluted | ||
Continuing operations | (0.22) | (0.16) |
Discontinued operations | 0.01 | 0.02 |
Net Income (Loss) | $ (0.21) | $ (0.14) |
Net Income (Loss) | $ (116) | $ (74) |
Other comprehensive income (loss), net of tax: | ||
Change in fair value of derivatives | 3 | (23) |
Foreign currency translation adjustments | (2) | 3 |
Total Other comprehensive income (loss), net of tax: | 1 | (20) |
Comprehensive Income (Loss) Before Noncontrolling Interests | (115) | (94) |
Comprehensive income (loss) attributable to noncontrolling interests | (6) | (12) |
Comprehensive Income (Loss) Attributable to Alight, Inc. | $ (109) | $ (82) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Treasury Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income, Net | Total Alight, Inc. Equity | Noncontrolling Interest |
Balance at Dec. 31, 2022 | $ 5,089 | $ (12) | $ 4,514 | $ (158) | $ 95 | $ 4,439 | $ 650 |
Net income (loss) | (74) | (68) | (68) | (6) | |||
Other comprehensive income (loss), net | (20) | (14) | (14) | (6) | |||
Conversion of noncontrolling interest | (49) | 145 | 145 | (194) | |||
Share-based compensation expense | 37 | 37 | 37 | ||||
Shares vested, net of shares withheld in lieu of taxes | (6) | (6) | (6) | ||||
Share repurchases | (10) | (10) | (10) | ||||
Balance at Mar. 31, 2023 | 4,967 | (22) | 4,690 | (226) | 81 | 4,523 | 444 |
Balance at Dec. 31, 2023 | 4,742 | (52) | 4,946 | (503) | 71 | 4,462 | 280 |
Net income (loss) | (116) | (114) | (114) | (2) | |||
Other comprehensive income (loss), net | 1 | 4 | 4 | (4) | |||
Conversion of noncontrolling interest | (65) | 199 | 199 | (264) | |||
Share-based compensation expense | 28 | 28 | 28 | ||||
Shares withheld in lieu of taxes | (57) | (57) | (57) | ||||
Other | (4) | (3) | (3) | (1) | |||
Balance at Mar. 31, 2024 | $ 4,528 | $ (52) | $ 5,113 | $ (617) | $ 75 | $ 4,519 | $ 9 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Cash flows from operating activities | |||
Net income (loss) | $ (116) | $ (74) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 29 | 24 | |
Intangible asset amortization | 80 | 80 | |
Noncash lease expense | 5 | 6 | |
Financing fee and premium amortization | (1) | (1) | |
Share-based compensation expense | 28 | 37 | |
(Gain) loss from change in fair value of financial instruments | 21 | 25 | |
(Gain) loss from change in fair value of tax receivable agreement | 55 | 8 | |
Release of unrecognized tax provision | (1) | ||
Deferred tax expense (benefit) | (30) | (7) | |
Other | 1 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 48 | 40 | |
Accounts payable and accrued liabilities | (63) | (117) | |
Other assets and liabilities | 44 | 51 | |
Cash provided by operating activities | 100 | 72 | |
Investing activities: | |||
Capital expenditures | (36) | (45) | |
Cash used in investing activities | (36) | (45) | |
Financing activities: | |||
Net increase (decrease) in fiduciary liabilities | 60 | (121) | |
Repayments to banks | (6) | (6) | |
Principal payments on finance lease obligations | (9) | (7) | |
Payments on tax receivable agreements | (62) | (7) | |
Tax payment for shares/units withheld in lieu of taxes | (57) | (6) | |
Deferred and contingent consideration payments | (3) | ||
Repurchase of shares | (10) | ||
Cash used in financing activities | (74) | (160) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | (12) | (133) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 1,759 | 1,759 |
Cash, cash equivalents and restricted cash at end of period | [1] | 1,747 | 1,626 |
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||
Cash and cash equivalents | [1] | 286 | 239 |
Restricted cash included in fiduciary assets | [1] | 1,461 | 1,387 |
Total cash, cash equivalents and restricted cash | [1] | 1,747 | 1,626 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Fixed asset additions acquired through finance leases | 52 | 4 | |
Right of use asset additions acquired through operating leases | $ 8 | $ 1 | |
[1] The cash flows related to discontinued operations have not been separated and are included in the Condensed Consolidated Statements of Cash Flows. The Cash and cash equivalents and Restricted cash included in fiduciary assets amounts presented above differ from the Condensed Consolidated Balance Sheets due to cash and fiduciary assets included in Current assets held for sale. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (114) | $ (68) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation. On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we” “us” “our” or the “Successor”). As of March 31, 2024, Alight owned approximately 99 % of the economic interest in the Predecessor and had 100 % of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1 % as of March 31, 2024. On March 20, 2024, Alight, Inc. entered into a definitive agreement (the “Disposition Agreement”) to sell its Professional Services segment and its Payroll & HCM Outsourcing businesses within the Employer Solutions segment (“Payroll and Professional Services business”) for a purchase price of up to approximately $ 1.2 billion, in the form of $ 1 billion in cash and up to $ 200 million in seller notes, of which $ 150 million is contingent upon the Payroll & Professional Services business 2025 financial performance, subject to certain adjustments (the “Disposition”). As a result of this agreement, the results of the Company’s Payroll and Professional Services businesses are reported separately as discontinued operations, net of tax, in our condensed consolidated statements of comprehensive income (loss) for all periods presented and its assets and liabilities are presented in our condensed consolidated balance sheets as assets and liabilities held for sale. The transaction is expected to close by mid-year 2024, subject to customary closing conditions, including regulatory approvals. The Company's cash flows are presented inclusive of discontinued operations on the condensed consolidated statement of cash flows for all periods presented. The significant operating and investing non-cash components included in our condensed consolidated statement of cash flows for discontinued operations are included in Note 4. Nature of Business We are a leading cloud-based provider of integrated digital human capital and business solutions. We have an unwavering belief that a company’s success starts with its people, and our solutions connect human insights with technology. The Alight Worklife® employee engagement platform provides a seamless customer experience by combining content, plus artificial intelligence (“AI”) and data analytics to enable Alight’s business process as a service ("BPaaS") model. Our mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our primary business, Employer Solutions, is driven by our Alight Worklife platform, and includes total employee wellbeing, integrated benefits administration, healthcare navigation, financial wellbeing, leaves solutions, and retiree healthcare. We leverage data across all interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. Our clients’ employees benefit from an integrated platform and user experience, coupled with a full-service customer care center, helping them manage the full life cycle of their health wealth and wellbeing. |
Accounting Policies and Practic
Accounting Policies and Practices | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Accounting Policies and Practices | 2. Accounting Policies and Practices Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated, cloud-based human capital solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within each reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration. See Note 12 “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segment is Employer Solutions. Employer Solutions is driven by our digital, software and AI-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health and employee wellbeing. The Company believes the Employer Solutions revenue category depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. We may occasionally be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below. Administrative Services We provide benefits and human resource 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, implementation efforts are often necessary to set up clients and their human resource 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 system support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our Health Solutions agreements, annual on-boarding and enrollment support. While there are a variety of activities performed across all solutions, the overall nature of the obligation is to provide integrated administration solutions to the customer. The agreement represents a stand-ready obligation to perform these activities across all solutions on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefit cycle in the case of our Health Solutions arrangements) is distinct and substantially the same. Accordingly, the ongoing administration services for each solution represents a series and each series (i.e., each month, or each benefit cycle including the enrollment period in the case of our Health Solutions arrangements) of distinct services are deemed to be a single performance obligation. In agreements that include multiple performance obligations, the transaction price related to each performance obligation is based on a relative stand-alone selling price basis. We establish the stand-alone selling price using a suitable estimation method, which includes a market assessment approach using observable market prices the Company charges separately for similar solutions to similar customers, or an expected cost plus margin approach. Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum implementation fees. Our fees are not typically payable until the commencement of the ongoing administration phase. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. For Health Solutions administration services, each benefits cycle inclusive of the enrollment period represents a time increment under the series guidance and is a single performance obligation. Although ongoing fees are typically not payable until the commencement of the ongoing administrative phase, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual enrollment services. Although our per-participant fees are considered variable, they are typically predictable in nature, and therefore we do not generally constrain any portion of our transaction price estimates. We use an input method based on the labor costs incurred relative to total labor costs as the measure of progress in satisfying our Health Solutions performance obligation commencing when the customer’s annual enrollment services begin. Given that the Health Solutions enrollment and administrative services are stand-ready in nature, it can be difficult to estimate the total expected efforts or hours we will incur for a particular benefits cycle. Therefore, the input measure is based on the historical effort expended, which is measured as labor cost. 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 participant financial advisory services and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. Services may represent stand-ready obligations that meet the series provision, in which case all variable consideration is allocated to each distinct time increment. Other services are recognized over-time based on a method that faithfully depicts the transfer of value to the customer, which may be based on the value of labor hours worked or time elapsed, depending on the facts and circumstances. The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include both employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits and direct-to-consumer Medicare placement. Our performance obligations under these annual enrollment services are typically completed over a short period upon which a respective policy is placed or confirmed with no ongoing fulfillment obligations. For both the employer-sponsored and direct-to-consumer arrangements, we recognize the majority of the placement revenue in the fourth quarter of the calendar year, which is when most of the placement or renewal activity occurs. However, the Company may continue to receive commissions from carriers until the respective policy lapses or is canceled. The Company bases the estimates of total transaction price on supportable evidence from an analysis of past transactions, and only includes amounts that are probable of being received or not refunded. As it relates to the direct-to-consumer arrangements, because our obligation is complete upon placement of the policy, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. The variable consideration estimate requires significant judgement, and will vary based on product type, estimated commission rates and the expected lives of the respective policies and other factors. For both the employer-sponsored and direct-to-customer arrangements, the estimated total transaction price may differ from the ultimate amount of commissions we may collect. Consequently, the estimate of total transaction price is adjusted over time as the Company receives confirmation of cash received, or as other information becomes available. A portion of the Company's revenue is subscription-based where monthly fees are paid to the Company. The subscription-based revenue is recognized straight-line over the contract term, which is generally three years . The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. Contract Costs Costs to obtain a Contract The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is generally 7 years for our leaves solutions and generally 15 years for all of our other solutions. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the 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 or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is generally 7 years for our leaves solutions and generally 15 years for all of our other solutions. Amortization for all contracts costs is recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss), see Note 5 “Other Financial Data”. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | 4. Discontinued Operations and Assets Held for Sale On March 20, 2024, the Company entered into the Disposition Agreement to sell its Payroll & Professional Services business to an affiliate of H.I.G. Capital for up to $ 1.2 billion, in the form of $ 1 billion in cash and up to $ 200 million in a seller notes, of which $ 150 million is contingent upon the Payroll & Professional Services business 2025 financial performance. The transaction is expected to close by mid-year 2024, subject to customary closing conditions, including regulatory approvals. After the sale is complete, upon satisfaction or waiver of the closing conditions, a number of services are expected to continue under a Transition Services Agreement. The following tables presents the carrying value of assets and liabilities for the Payroll & Professional Services business as presented within assets and liabilities held for sale on our condensed consolidated balance sheets and results as reported in income (loss) from discontinued operations, net of tax, within our condensed consolidated statements of comprehensive income (loss) (in millions): March 31, December 31, 2024 2023 Assets Cash and cash equivalents $ 30 $ 34 Receivables, net 259 263 Other current assets 63 59 Fiduciary assets 1,211 1,167 Goodwill 330 — Intangible assets, net 408 — Fixed assets, net 40 — Deferred tax assets, net 6 — Other assets 154 — Current assets held for sale 2,501 1,523 Goodwill — 331 Intangible assets, net — 418 Fixed assets, net — 40 Deferred tax assets, net — 3 Other assets — 156 Long-term assets held for sale $ — $ 948 Liabilities Accounts payable and accrued liabilities $ 105 $ 119 Other current liabilities 89 84 Fiduciary liabilities 1,211 1,167 Deferred tax liabilities — — Other liabilities 70 — Current liabilities held for sale 1,475 1,370 Deferred tax liabilities — — Other liabilities — 68 Long-term liabilities held for sale $ — $ 68 Three Months Ended 2024 2023 Revenue $ 257 $ 245 Cost of services, exclusive of depreciation and amortization 187 173 Depreciation and amortization 3 2 Gross Profit 67 70 Operating Expenses Selling, general and administrative 37 34 Depreciation and intangible amortization 8 9 Total Operating Expenses 45 43 Income (loss) from Discontinued Operations 22 27 Interest expense - - Other (income) expense, net 2 2 Income (Loss) from Discontinued Operations Before Income Taxes 20 25 Income tax expense (benefit) 15 15 Net Income (Loss) from Discontinued Operations, Net of Tax $ 5 $ 10 The expense amounts reflected above represent only the direct costs attributable to the Payroll & Professional Services business and excludes allocations of corporate costs that will be retained following the sale. Neither the discontinued operations presented above, nor continuing operations, reflect the impact of any cost reimbursement that will be received under a Transition Services Agreement following the close of the transaction upon the satisfaction or waiver of closing conditions. The Company's cash flows are presented inclusive of discontinued operations on the condensed consolidated statement of cash flows for all periods presented. The significant operating and investing non-cash components included in our condensed consolidated statement of cash flows for the discontinued operations are as follows (in millions): Three Months Ended 2024 2023 Depreciation $ 3 $ 2 Intangible asset amortization $ 9 $ 9 Capital expenditures $ 5 $ 3 Share-based compensation expense $ — $ 3 |
Other Financial Data
Other Financial Data | 3 Months Ended |
Mar. 31, 2024 | |
Other Financial Data [Abstract] | |
Other Financial Data | 5. Other Financial Data Condensed Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): March 31, December 31, 2024 2023 Billed and unbilled receivables $ 399 $ 442 Allowance for expected credit losses ( 6 ) ( 7 ) Balance at end of period $ 393 $ 435 Other current assets The components of Other current assets are as follows (in millions): March 31, December 31, 2024 2023 Deferred project costs $ 22 $ 20 Prepaid expenses 43 48 Commissions receivable 66 107 Other 86 85 Total $ 217 $ 260 Other assets The components of Other assets are as follows (in millions): March 31, December 31, 2024 2023 Deferred project costs $ 242 $ 240 Operating lease right of use asset 56 55 Commissions receivable 20 22 Other 28 24 Total $ 346 $ 341 The current and non-current portions of deferred project costs relate to costs to obtain and fulfill contracts (see Note 3 “Revenue from Contracts with Customers”). Total amortization expense related to deferred project costs for each of the three months ended March 31, 2024 and 2023 were $ 6 million , and are recorded in Cost of services, exclusive of depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The balances in Other current assets as of March 31, 2024 and December 31, 2023 were $ 56 million and $ 60 million, respectively. The balances in Other assets as of March 31, 2024 and December 31, 2023 were $ 21 million and $ 17 million, respectively (see Note 13 “Derivative Financial Instruments” for additional information). Other current liabilities The components of Other current liabilities are as follows (in millions): March 31, December 31, 2024 2023 Deferred revenue $ 87 $ 97 Operating lease liabilities 28 27 Finance lease liabilities 22 10 Other 145 99 Total $ 282 $ 233 Other liabilities The components of Other liabilities are as follows (in millions): March 31, December 31, 2024 2023 Deferred revenue $ 45 $ 45 Operating lease liabilities 62 65 Finance lease liabilities 40 6 Other 19 26 Total $ 166 $ 142 The current and non-current portions of deferred revenue relates to consideration received in advance of performance under client contracts. During the three months ended March 31, 2024 and 2023, revenue of approximately $ 77 million and $ 64 million was recognized that was recorded as deferred revenue at the beginning of each period, respectively. Other current liabilities as of March 31, 2024 and December 31, 2023, included the current portion of tax receivable agreement liability of $ 89 million and $ 62 million, respectively (see Note 15 "Tax Receivable Agreement" for additional information). Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There were no interest rate swaps recorded in Other current liabilities as of both March 31, 2024 and December 31, 2023 (see Note 13 “Derivative Financial Instruments” for additional information). |
Goodwill and Intangible assets,
Goodwill and Intangible assets, net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible assets, net The changes in the net carrying amount of goodwill are as follows (in millions): Total Balance as of December 31, 2023 $ 3,212 Foreign currency translation — Balance at March 31, 2024 $ 3,212 Intangible assets by asset class are as follows (in millions): March 31, 2024 December 31, 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Intangible assets: Customer-related and contract based intangibles $ 3,193 $ 583 $ 2,610 $ 3,192 $ 529 $ 2,663 Technology related intangibles 230 104 126 230 94 136 Trade name 408 78 330 408 71 337 Total $ 3,831 $ 765 $ 3,066 $ 3,830 $ 694 $ 3,136 Amortization expense from finite-lived intangible assets for each of the three months ended March 31, 2024 and 2023 , was $ 71 million and $ 71 million, respectively. Amortization expense from finite-lived intangible assets 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 March 31, 2024 and December 31, 2023 (in millions, except for years): March 31, 2024 December 31, 2023 Net Weighted-Average Net Weighted-Average Carrying Remaining Carrying Remaining Amount Useful Lives Amount Useful Lives Intangible assets: Customer-related and contract-based intangibles $ 2,610 12.2 $ 2,663 12.5 Technology-related intangibles 126 3.3 136 3.5 Trade name 330 12.1 337 12.4 Total $ 3,066 $ 3,136 Subsequent to March 31, 2024, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade and Contract Based Related Name Intangibles Intangibles Intangibles Total 2024 (April - December) $ 160 $ 29 $ 22 $ 211 2025 214 39 28 281 2026 214 38 27 279 2027 214 19 27 260 2028 214 1 27 242 Thereafter 1,594 — 199 1,793 Total amortization expense $ 2,610 $ 126 $ 330 $ 3,066 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates for the three months ended March 31, 2024 and 2023 were 18 % and 21 %, respectively. The change in the effective tax rates was primarily driven by the Company’s non-deductible portion of stock compensation expense. The effective tax rate for the three months ended March 31, 2024 was lower than the 21 % U.S. statutory corporate income tax rate. This difference is primarily due to the non-deductible portion of stock compensation expense. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding consisted of the following (in millions): March 31, December 31, Maturity Date 2024 2023 Fifth Incremental Term Loans (1) August 31, 2028 2,482 2,488 Secured Senior Notes June 1, 2025 305 306 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,787 2,794 Less: current portion of long-term debt, net ( 25 ) ( 25 ) Total long-term debt, net $ 2,762 $ 2,769 (1) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at March 31, 2024 and December 31, 2023 of approximately $ 8 million and $ 8 million, respectively. Term Loan In May 2017, the Company entered into a 7 -year Initial Term Loan. During November 2017 and November 2019, the Company entered into Incremental Term Loans under identical terms as the Initial Term Loan. In August 2020, the Company refinanced a portion of the Term Loan by paying down $ 270 million of principal using the proceeds from the August 2020 Unsecured Senior Notes issuance, extending the maturity date on $ 1,986 million of the balance to October 31, 2026 , and adding an interest rate floor of 50 bps (the "Amended Term Loan"). As part of the consideration transferred in the Business Combination, $ 556 million of principal was repaid on the portion of the Term Loan that was not amended. In August 2021, the Company entered into a new Third Incremental Term Loan facility for $ 525 million that matures August 31, 2028 . In January 2022, the Company refinanced the Amended Term Loan and the Third Incremental Term Loan to have a concurrent maturity date of August 31, 2028 and updated interest rate terms as described below (the "B-1 Term Loan"). In March 2023, the Company refinanced the remaining portion of the 7 -year Term Loan in full by increasing the existing B-1 Term Loan by approximately $ 65 million under identical terms as the B-1 Term Loan. Interest rates on the B-1 Term Loan borrowings are based on the Secured Overnight Financing Rate ("SOFR") plus a margin. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. In September 2023, the Company entered into Amendment No. 9 to Credit Agreement with a syndicate of lenders to establish a new class of Fifth Incremental Term Loans with an aggregate principal amount of $ 2,507 million to reprice the outstanding Initial Term B-1 Loans due August 31, 2028 by reducing the applicable rate from a SOFR + 3.00 % to SOFR + 2.75 %. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). During each of the three months ended March 31, 2024 and 2023, the Company made total principal payments of $ 6 million . Secured Senior Notes In May 2020, the Company issued $ 300 million of Secured Senior Notes. These Secured Senior Notes have a maturity date of June 1, 2025 and accrue interest at a fixed rate of 5.75 % per annum, payable semi-annually on June 1 and December 1 of each year , beginning on December 1, 2020 . Revolving Credit Facility In May 2017, the Company entered into a 5 -year $ 250 million revolving credit facility with a multi-bank syndicate with a maturity date of May 1, 2022 . During August 2020, the Company extended the maturity date for $ 226 million of the revolving credit facility to October 31, 2024 . In August 2021, the Company replaced and refinanced the revolving credit facilities with a $ 294 million revolving credit facility with a maturity date of August 31, 2026 . In March 2023, the Company amended and upsized the revolving credit facility to $ 300 million and updated the benchmark reference rate from LIBOR to Term SOFR. No changes were made to the maturity date. At March 31, 2024, approximately $ 3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the revolving credit facility and there were no borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During each of the three months ended March 31, 2024 and 2023, the Company made immaterial payments related to these fees. Financing Fees, Premiums and Interest Expense The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms. Total interest expense related to the debt instruments for the three months ended March 31, 2024 and 2023 was $ 55 million and $ 51 million, respectively, which included a benefit of $ 1 million for each of the three months ended March 31, 2024 and 2023. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss), and is net of interest rate swap derivative gains recognized. Principal Payments Aggregate remaining contractual principal payments as of March 31, 2024 are as follows (in millions): 2024 $ 19 2025 325 2026 25 2027 25 2028 2,393 Total payments $ 2,787 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders' Equity Preferred Stock Upon the Closing D ate of the Business Combination, 1,000,000 preferred shares, par value $ 0.0001 per share, were authorized. There were no preferred shares issued and outstanding as of March 31, 2024. Class A Common Stock As of March 31, 2024, 549,961,741 shares of Class A Common Stock, including 712,237 of shares of unvested Class A Common Stock, were legally issued and outstanding. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends that may be declared by the Company’s Board of Directors. Class B Common Stock Upon the Closing Date of the Business Combination, certain equityholders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 14,999,998 Class B instruments (including 312,208 unvested shares of Class B Common Stock related to employee compensation as of March 31, 2024) to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equityholders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unitholders”) received Class B common units of Alight Holdings. The Class B Common Stock and Class B common units are not entitled to a vote and accrue dividends equal to amounts declared per corresponding share of Class A Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B Common Stock or Class B unit converts into a share of Class A Common Stock or Class A unit. If any of the shares of Class B Common Stock or Class B common units do not vest on or before the seventh anniversary of the Closing Date, such shares or units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any cumulative dividend payments. These Class B instruments (excluding the unvested shares of Class B Common Stock related to employee compensation) are liability classified; refer to Note 14 “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding. Class B-1 As of March 31, 2024, 4,933,087 s hares of Class B-1 Common Stock were legally issued and outstanding, including 156,104 unvested shares of Class B-1 Common Stock related to employee compensation. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1 -for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $ 12.50 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 12.50 per share valuation on a diluted basis). To the extent any unvested share of Class B-1 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of March 31, 2024 , 2,566,912 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 12.50 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 12.50 per share valuation on a diluted basis). Class B-2 As of March 31, 2024 , 4,933,087 shares of Class B-2 Common Stock were legally issued and outstanding, including 156,104 unvested shares of Class B-2 Common Stock related to employee compensation. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 15.00 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 15.00 per share valuation on a diluted basis). To the extent any unvested share of Class B-2 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of March 31, 2024 , 2,566,912 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1 -for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $ 15.00 per share for 20 or more trading days within a consecutive 30 -trading day period (or in the event of a change of control or liquidation event that implies a $ 15.00 per share valuation on a diluted basis). Class B-3 Upon the Closing Da te of the Business Combination, 10,000,000 shares of Class B-3 Common Stock, par value $ 0.0001 , were authorized. There are no shares of Class B-3 Common Stock issued and outstanding as of March 31, 2024. Class V Common Stock As of March 31, 2024, 1,189,156 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1 -for-1 basis with Class A Units in Alight Holdings held by Continuing Unitholders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock. Class Z Common Stock Upon the Closing Date of the Business Combination, a total of 8,671,507 Clas s Z instruments were issued to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unitholders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equityholders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equityholders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and will only vest in connection with any such forfeiture. As of March 31, 2024, 578,099 shares of Class Z Common Stock 376,637 Class Z-A, 100,731 Class Z-B-1, and 100,731 Class Z-B-2) were legally issued and outstanding. Holders of shares of Class Z-A, Class Z-B-1 and Class Z-B-2 Common Stock are not entitled to voting rights. The Class Z shares convert into shares of Class A Common Stock, Class B-1 Common Stock or Class B-2 Common Stock, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders. As of March 31, 2024, 317,783 Class Z common units ( 207,039 Class Z-A, 55,372 Class Z-B-1, and 55,372 Class Z-B-2) were legally issued and outstanding. Holders of Class Z-A, Class Z-B-1 and Class Z-B-2 common units are not entitled to voting rights. The Class Z units convert into units of Alight Holdings Class A common units, Alight Holdings Class B-1 or Alight Holdings Class B-2 common units, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders. Class A Units Holders of Alight Holdings Class A units can exchange all or any portion of their Class A units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange. The Continuing Unitholders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of March 31, 2024, there were 551,150,897 Class A Units outstanding, of which 549,961,741 are held by the Company and 1,189,156 are held by the noncontrolling interest of the Company. The Alight Holdings limited liability company agreement contains provisions which require that a one-to-one ratio is maintained between each class of Alight Holdings units held by Alight and its subsidiaries (including the Alight Group, Inc. and certain tax blocker entities, but excluding subsidiaries of Alight Holdings) and the number of outstanding shares of the corresponding class of Alight common stock, subject to certain exceptions (including in respect of management equity in the form of options, rights or other securities which have not been converted into or exercised for Alight common stock). In addition, the Alight Holdings limited liability company agreement permits Alight, in its capacity as the managing member of Alight Holdings, to take actions to maintain such ratio, including undertaking stock splits, combinations, recapitalizations and exercises of the exchange rights of holders of Alight Holdings units. Exchange of Class A Units During the three months ended March 31, 2024, 27,773,062 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 $ 264 million, recorded in Additional paid-in capital. Pursuant to the Tax Receivable Agreement (the "TRA") that we entered into in connection with the Business Combination, described in Note 15 "Tax Receivable Agreement," the Class A unit exchanges created additional TRA liabilities of $ 85 million, with offsets to Additional paid-in-capital. An addition al $ 20 million increase to Additional paid-in-capital was due to exchanges as a result of deferred tax assets due to our change in ownership. Share Repurchase Program On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase up to $ 100 million of issued and outstanding shares of Class A Common Stock, par value $ 0.0001 per share, from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. On March 20, 2024, the Company’s Board of Directors authorized the repurchase of up to an additional $ 200 million of the Company’s Class A common stock, providing a total amount authorized for repurchase of $ 248 million. During the three months ended March 31, 2024 , there were no Class A Common Stock shares repurchased under the Program. Repurchased shares are reflected as Treasury Stock on the Condensed Consolidated Balance Sheets as a component of equity. Accordingly, as of March 31, 2024, the total amount authorized for repurchase remained $ 248 million. The following table reflects the changes in our outstanding stock: Class A (2) Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 Conversion of noncontrolling interest 27,773,062 — — ( 27,773,062 ) — — Shares granted upon vesting 13,890,962 — — — ( 2,842,116 ) — Issuance for compensation to non-employees (1) 17,802 — — — — — Share repurchases — — — — — — Share forfeitures — ( 18,148 ) ( 18,148 ) — — — Balance at March 31, 2024 549,249,504 4,933,087 4,933,087 1,189,156 578,099 6,427,853 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 712,237 of unvested Class A common shares as of March 31, 2024. Dividends There were no dividends declared during the three months ended March 31, 2024. Accumulated Other Comprehensive Income As of March 31, 2024, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision. Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments (1) Swaps (2) Total Balance at December 31, 2023 $ ( 3 ) $ 74 $ 71 Other comprehensive income (loss) before reclassifications ( 4 ) 30 26 Tax (expense) benefit 1 ( 1 ) - Other comprehensive income (loss) before reclassifications, net of tax ( 3 ) 29 26 Amounts reclassified from accumulated other comprehensive income - ( 22 ) ( 22 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 22 ) ( 22 ) Net current period other comprehensive income (loss), net of tax ( 3 ) 7 4 Balance at March 31, 2024 $ ( 6 ) $ 81 $ 75 (1) Foreign currency translation adjustments include $ 1 million loss related to intercompany loans that have been designated long-term investment nature. (2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 10. Share-Based Compensation The Company has an active equity incentive plan, the Alight, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), under which the Company has been authorized to grant share-based awards to key employees and non-employee directors, which consist of restricted stock units ("RSUs") and performance share units ("PRSUs"). Under this plan, for grants issued during the three months ended March 31, 2024, approximately 42 % of the units are subject to time-based vesting requirements and approximately 58 % are subject to performance-based vesting requirements. As of March 31, 2024, there were 79,157,976 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. Restricted Share Units and Performance Based Restricted Share Units RSUs are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period. The Company’s PRSUs contain various performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The PRSUs vest upon achievement of various performance metrics aligned to goals established by the Company. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. The weighted-average grant-date fair value per share of RSUs and PRSUs granted during the three months ended March 31, 2024 was approximately $ 8.99 and $ 8.83 , respectively. The following tables summarizes the RSU and PRSU activity during the three months ended March 31, 2024: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs Per Unit PRSUs (1) Per Unit Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 Granted 4,603,556 8.99 6,310,482 8.83 Vested ( 2,569,109 ) 9.00 ( 19,755,498 ) 12.28 Forfeited ( 50,718 ) 8.62 ( 175,350 ) 8.73 Balance as of March 31, 2024 10,158,541 $ 8.87 14,421,308 $ 8.86 (1) The number of PRSUs presented are based on actual or expected achievement of the respective performance goals as of the end of the period . The Company expects to forfeit approximately 3.5 million shares upon closing of the Company’s planned sale of its Payroll and Professional Services business as discussed in Note 1 Basis of Presentation and Nature of Business. Share-based Compensation Expense Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Cost of services, exclusive of depreciation and amortization $ 5 $ 7 Selling, general and administrative 23 27 Total share-based compensation expense $ 28 $ 34 As of March 31, 2024 , total future compensation expense related to unvested RSUs was $ 83 million, which will be recognized over a remaining weighted-average amortization period of approximately 2.3 years. As of March 31, 2024 , total future compensation expense related to PRSUs was $ 77 million, which will be recognized over a remaining weighted-average amortization period of approximately 2.0 years. Employee Stock Purchase Plan In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1 % nor greater than 10 % of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares are purchased at a price equal to 85 % of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period. As of March 31, 2024 , there were 11,961,530 remaining shares available for grant under the ESPP. As of March 31, 2024, 1,499,751 shares have been issued under the ESPP and the amount of share-based compensation expense related to the ESPP was $ 2 million f or the three months ended March 31, 2024. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net income (loss) attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of March 31, 2024, the Seller Earnouts were excluded from the diluted earnings per share calculations. Basic and diluted (net loss) earnings per share are as follows (in millions, ex cept for share and per share amounts): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Basic and diluted (net loss) earnings per share: Numerator Net Income (Loss) From Continuing Operations $ ( 121 ) $ ( 84 ) Less: Net loss attributable to noncontrolling interest 2 6 Net Income (loss) from continuing operations attributable to Alight, Inc. $ ( 119 ) $ ( 78 ) Net Income (Loss) From Discontinued Operations, Net of Tax 5 10 Net Income (Loss) Attributable to Alight, Inc. - basic $ ( 114 ) $ ( 68 ) Loss impact of conversion of noncontrolling interest ( 1 ) — Net income (loss) attributable to Alight, Inc. - diluted $ ( 115 ) $ ( 68 ) Denominator Weighted-average shares outstanding - basic 540,780,315 476,145,761 Dilutive effect of the exchange of noncontrolling interest units 1,189,156 — Weighted-average shares outstanding - diluted 541,969,471 476,145,761 Basic (net loss) earnings per share Continuing operations $ ( 0.22 ) $ ( 0.16 ) Discontinued operations $ 0.01 $ 0.02 Net Income (Loss) $ ( 0.21 ) $ ( 0.14 ) Diluted (net loss) earnings per share Continuing operations $ ( 0.22 ) $ ( 0.16 ) Discontinued operations $ 0.01 $ 0.02 Net Income (Loss) $ ( 0.21 ) $ ( 0.14 ) For the three months ended March 31, 2023 44,135,874 units related to noncontrolling interests were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the three months ended March 31, 2024 and 2023 , 10,158,541 and 10,412,840 of unvested RSUs, respectively, were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, for each of the three months ended March 31, 2024 and 2023, 14,999,998 shares related to the Seller Earnouts were excluded from the calculation of basic and diluted earnings per share as the market conditions had not yet been met as of the end of the period. For the three months ended March 31, 2024 and 2023 , 14,421,308 and 31,079,227 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the three months ended March 31, 2024 and 2023 , the share amounts were calculated based on expected achievement levels and were excluded as the performance conditions were not met as of the end of the respective periods. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting On March 20, 2024, the Company entered into the Disposition Agreement to sell its Payroll & Professional Services business. As a result of the agreement, the Company has one remaining reportable segment. See Notes 1 “Basis of Presentation and Nature of Business” and Note 4 “Discontinued Operations and Assets Held for Sale” for additional information. The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s Chief Executive Officer is its CODM. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment gross profit to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s reportable segment revenue is as follows (in millions): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Employer Solutions Recurring $ 521 $ 533 Project 38 43 Total Employer Solutions 559 576 Other - 10 Total revenue $ 559 $ 586 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Employer Solutions $ 182 $ 187 Other - - Total Gross Profit 182 187 Selling, general and administrative 146 151 Depreciation and intangible amortization 76 76 Operating Income (Loss) From Continuing Operations ( 40 ) ( 40 ) (Gain) Loss from change in fair value of financial instruments 21 25 (Gain) Loss from change in fair value of tax receivable agreement 55 8 Interest expense 31 33 Other (income) expense, net 1 1 Income (Loss) From Continuing Operations Before Taxes $ ( 148 ) $ ( 107 ) |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company is exposed to market risks, including changes in interest rates. To manage the risk related to these exposures, the Company has entered into various derivative instruments that reduce these risks by creating offsetting exposures. Interest Rate Swaps The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $ 514,914,770 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 643,286,150 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 269,641,030 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 343,349,050 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 Concurrent with the refinancing of certain term loans, we amended our interest rate swaps to incorporate Term SOFR. In accordance with Accounting Standards Codification Topic 848, Reference Rate Reform , we did not redesignate the interest rate hedges when they were amended from LIBOR to SOFR; as we are permitted to maintain the designation through the transition. During the three months ended March 31, 2024, we have not executed any new interest rate swaps. Our interest rate swaps have been designated as cash flow hedges. Certain swap agreements amortize or accrete based on achieving targeted hedge ratios. All interest rate swaps have been designated as cash flow hedges. The Company currently has two instruments that the fair value of the instruments at the time of re-designation are being amortized into interest expense over the remaining life of the instruments. Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): March 31, December 31, 2024 2023 Assets Other current assets $ 56 $ 60 Other assets 21 17 Total $ 77 $ 77 Liabilities Other current liabilities $ — $ — Other liabilities — 3 Total $ — $ 3 The Company estimates that approximately $ 54 million of derivative gains included in Accumulated other comprehensive income as of March 31, 2024 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments [Abstract] | |
Financial Instruments | 14. Financial Instruments Seller Earnouts Upon completion of the Business Combination, the equity owners of Alight Holdings received an earnout in the form of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock if, at any time during the seven years following the Closing Date certain criteria are achieved. See Note 9 “Stockholders’ Equity” for additional information regarding the Seller Earnouts. The portion of the Seller Earnouts related to employee compensation is accounted for as share-based compensation. See Note 10 “Share-Based Compensation Expense” for additional information. The portion of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This portion of the Seller Earnouts are subject to remeasurement at each balance sheet date. At March 31, 2024 and December 31, 2023, the Seller Earnouts had a fair value of $ 114 million and $ 95 million, respectively. For the three months ended March 31, 2024 , the fair value remeasurement of the Seller Earnouts was a loss of $ 19 million. For the three months ended March 31, 2023, the Company recorded a loss of $ 13 million related to the fair value remeasurement of the Seller Earnouts. Gains or losses related to the remeasurement of Seller Earnouts are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). The fair value of the Class B-1 and B-2 Seller Earnouts, and the Class Z-B-1 and Z-B-2 contingent consideration instruments, is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16 "Fair Value Measurements"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 45 % , risk-free interest rate of 4.28 % , expected holding period of 4.26 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. In addition, the Class Z instruments are also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments do not meet the criteria for classification within equity. The fair value of the Class Z-A contingent consideration is determined using the ending share price as of the last day of each quarter. For the three months ended March 31, 2024 and 2023, the Company recorded losses of $ 2 million and $ 12 million, res pectively, in (Gain) Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss) as a result of the forfeiture of unvested management equity relating to the consideration that will be re-allocated to the holders of Class Z instruments upon vesting. S ee Note 9 “Stockholders’ Equity” for additional information regarding these instruments. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Tax Receivable Agreement | 15. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay certain sellers, as applicable, 85% of the tax benefits, of any savings that we realize, calculated using certain assumptions, as a result of (i) tax basis adjustments from sales and exchanges of Alight Holdings equity interests in connection with or following the Business Combination and certain distributions with respect to Alight Holdings equity interests, (ii) our utilization of certain tax attributes, and (iii) certain other tax benefits related to entering into the TRA. Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at March 31, 2024 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 27.0 % ; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 7.6 % . Subsequent to the Business Combination, we record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the three months ended March 31, 2024, an additional TRA liability of $ 85 million was established as a result of these exchan ges. As of March 31, 2024, $ 627 million of the TRA liability is measured at fair value on a recurring basis and $ 246 million is undiscounted and not remeasured at fair value. The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2023 $ 795 Fair value remeasurement 55 Payments ( 62 ) Conversion of noncontrolling interest 85 Ending Balance as of March 31, 2024 873 Less: current portion included in other current liabilities ( 89 ) Total long-term tax receivable agreement liability $ 784 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): March 31, 2024 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps $ — $ — $ — $ — Contingent consideration liability — — 3 3 Seller Earnouts liability — — 114 114 Tax receivable agreement liability (1) — — 627 627 Total liabilities recorded at fair value $ — $ — $ 744 $ 744 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps — 3 — 3 Contingent consideration liability — — 3 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. Derivatives The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk. Contingent Consideration The contingent consideration liabilities relate to acquisitions in previous years and are included in Other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other (income) expense, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended March 31 2024 2023 Beginning balance $ 3 $ 13 Measurement period adjustments — — Accretion of contingent consideration — — Remeasurement of acquisition-related contingent consideration — — Payments — — Ending Balance $ 3 $ 13 Additional Disclosures Regarding Fair Value Measurement The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 25 $ 25 Long-term debt, net 2,762 2,775 2,769 2,780 Total $ 2,787 $ 2,800 $ 2,794 $ 2,805 The carrying value of the Term Loan, Secured Senior Notes include the outstanding principal balance, less any unamortized premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior No tes have fixed interest rates and the fair value is classified as Level 2 within the fair value hierarchy and corroborated by observable market data (see Note 8 “Debt”). The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. During each of the three months ended March 31, 2024 and 2023, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 17. Restructuring Transformation Program On February 20, 2023 , the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to r educe its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. The Company currently expects to record in the aggregate approximately $ 122 million in pre-tax restructuring charges over the two-year period. The restructuring charges are expected to include severance charges with an estimated range from $ 27 million to $ 37 million over the two-year period and other restructuring charges related to items such as data center exit costs, third party fees, and costs associated with transitioning existing technology and processes with an estimated range of $ 85 million to $ 95 million over the two-year period. The Company estimates an annual savings of over $ 75 million a fter the Transformation Program is completed. The Transformation Program commenced in the first quarter of 2023 and is expected to be substantially completed over an estimated two-year period. From the inception of the plan through March 31, 2024, the Company has incurred total expenses of $ 88 million . These charges are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Three Months Ended Estimated Estimated March 31, March 31, Inception to Remaining Total 2024 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 2 $ — $ 7 $ 5 $ 12 Other Restructuring Costs (1) 11 17 62 24 86 Total Employer Solutions $ 13 $ 17 $ 69 $ 29 $ 98 Corporate Severance and Related Benefits $ 2 $ 5 $ 17 $ 4 $ 21 Other Restructuring Costs (1) — 1 2 1 3 Total Corporate $ 2 $ 6 $ 19 $ 5 $ 24 Total Restructuring Costs $ 15 $ 23 $ 88 $ 34 $ 122 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . As of March 31, 2024 , approximately $ 9 million of the Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2023 $ 6 $ 1 $ 7 Restructuring charges 4 11 15 Cash payments ( 4 ) ( 9 ) ( 13 ) Accrued restructuring liability as of March 31, 2024 $ 6 $ 3 $ 9 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits Defined Contribution Savings Plans Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the three months ended March 31, 2024 and 2023, expenses we re $ 9 million a nd $ 14 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). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Legal The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at March 31, 2024 and December 31, 2023 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 In March 2024, the Company entered into an agreement with a third-party provider in the ordinary course of business for the use of certain cloud services. Under this agreement, the Company is committed to purchase services totaling $ 250 million over a 5-year term. The Company’s total expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services, including the new agreement, is $ 55 million , $ 59 million , $ 54 million , $ 54 million , $ 50 million , and $ 13 million for the remainder of 2024 and the years ended 2025, 2026, 2027, 2028, 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 $ 116 million , $ 162 million , $ 170 million , $ 178 million , $ 154 million for the remainder of 2024 and the years ended 2025, 2026, 2027, 2028, respectively, and none thereafter. The Company may terminate its arrangement with Wipro for cause or for the Company’s convenience. In the case of a termination for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus 25 % of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years. |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation. On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we” “us” “our” or the “Successor”). As of March 31, 2024, Alight owned approximately 99 % of the economic interest in the Predecessor and had 100 % of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1 % as of March 31, 2024. On March 20, 2024, Alight, Inc. entered into a definitive agreement (the “Disposition Agreement”) to sell its Professional Services segment and its Payroll & HCM Outsourcing businesses within the Employer Solutions segment (“Payroll and Professional Services business”) for a purchase price of up to approximately $ 1.2 billion, in the form of $ 1 billion in cash and up to $ 200 million in seller notes, of which $ 150 million is contingent upon the Payroll & Professional Services business 2025 financial performance, subject to certain adjustments (the “Disposition”). As a result of this agreement, the results of the Company’s Payroll and Professional Services businesses are reported separately as discontinued operations, net of tax, in our condensed consolidated statements of comprehensive income (loss) for all periods presented and its assets and liabilities are presented in our condensed consolidated balance sheets as assets and liabilities held for sale. The transaction is expected to close by mid-year 2024, subject to customary closing conditions, including regulatory approvals. The Company's cash flows are presented inclusive of discontinued operations on the condensed consolidated statement of cash flows for all periods presented. The significant operating and investing non-cash components included in our condensed consolidated statement of cash flows for discontinued operations are included in Note 4. |
Use of Estimates | Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. |
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. |
Discontinued Operations and A_2
Discontinued Operations and Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale on Condensed Consolidated Balance Sheet and Income (loss) from Discontinued Operations on Condensed Consolidated Statements of Comprehensive Income (loss) | The following tables presents the carrying value of assets and liabilities for the Payroll & Professional Services business as presented within assets and liabilities held for sale on our condensed consolidated balance sheets and results as reported in income (loss) from discontinued operations, net of tax, within our condensed consolidated statements of comprehensive income (loss) (in millions): March 31, December 31, 2024 2023 Assets Cash and cash equivalents $ 30 $ 34 Receivables, net 259 263 Other current assets 63 59 Fiduciary assets 1,211 1,167 Goodwill 330 — Intangible assets, net 408 — Fixed assets, net 40 — Deferred tax assets, net 6 — Other assets 154 — Current assets held for sale 2,501 1,523 Goodwill — 331 Intangible assets, net — 418 Fixed assets, net — 40 Deferred tax assets, net — 3 Other assets — 156 Long-term assets held for sale $ — $ 948 Liabilities Accounts payable and accrued liabilities $ 105 $ 119 Other current liabilities 89 84 Fiduciary liabilities 1,211 1,167 Deferred tax liabilities — — Other liabilities 70 — Current liabilities held for sale 1,475 1,370 Deferred tax liabilities — — Other liabilities — 68 Long-term liabilities held for sale $ — $ 68 Three Months Ended 2024 2023 Revenue $ 257 $ 245 Cost of services, exclusive of depreciation and amortization 187 173 Depreciation and amortization 3 2 Gross Profit 67 70 Operating Expenses Selling, general and administrative 37 34 Depreciation and intangible amortization 8 9 Total Operating Expenses 45 43 Income (loss) from Discontinued Operations 22 27 Interest expense - - Other (income) expense, net 2 2 Income (Loss) from Discontinued Operations Before Income Taxes 20 25 Income tax expense (benefit) 15 15 Net Income (Loss) from Discontinued Operations, Net of Tax $ 5 $ 10 |
Schedule Of Disposal Groups Including Cash Flow Information | The Company's cash flows are presented inclusive of discontinued operations on the condensed consolidated statement of cash flows for all periods presented. The significant operating and investing non-cash components included in our condensed consolidated statement of cash flows for the discontinued operations are as follows (in millions): Three Months Ended 2024 2023 Depreciation $ 3 $ 2 Intangible asset amortization $ 9 $ 9 Capital expenditures $ 5 $ 3 Share-based compensation expense $ — $ 3 |
Other Financial Data (Tables)
Other Financial Data (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Financial Data [Abstract] | |
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): March 31, December 31, 2024 2023 Billed and unbilled receivables $ 399 $ 442 Allowance for expected credit losses ( 6 ) ( 7 ) Balance at end of period $ 393 $ 435 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): March 31, December 31, 2024 2023 Deferred project costs $ 22 $ 20 Prepaid expenses 43 48 Commissions receivable 66 107 Other 86 85 Total $ 217 $ 260 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): March 31, December 31, 2024 2023 Deferred project costs $ 242 $ 240 Operating lease right of use asset 56 55 Commissions receivable 20 22 Other 28 24 Total $ 346 $ 341 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): March 31, December 31, 2024 2023 Deferred revenue $ 87 $ 97 Operating lease liabilities 28 27 Finance lease liabilities 22 10 Other 145 99 Total $ 282 $ 233 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): March 31, December 31, 2024 2023 Deferred revenue $ 45 $ 45 Operating lease liabilities 62 65 Finance lease liabilities 40 6 Other 19 26 Total $ 166 $ 142 |
Goodwill and Intangible asset_2
Goodwill and Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Net Carrying Amount of Goodwill | The changes in the net carrying amount of goodwill are as follows (in millions): Total Balance as of December 31, 2023 $ 3,212 Foreign currency translation — Balance at March 31, 2024 $ 3,212 |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): March 31, 2024 December 31, 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Intangible assets: Customer-related and contract based intangibles $ 3,193 $ 583 $ 2,610 $ 3,192 $ 529 $ 2,663 Technology related intangibles 230 104 126 230 94 136 Trade name 408 78 330 408 71 337 Total $ 3,831 $ 765 $ 3,066 $ 3,830 $ 694 $ 3,136 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of March 31, 2024 and December 31, 2023 (in millions, except for years): March 31, 2024 December 31, 2023 Net Weighted-Average Net Weighted-Average Carrying Remaining Carrying Remaining Amount Useful Lives Amount Useful Lives Intangible assets: Customer-related and contract-based intangibles $ 2,610 12.2 $ 2,663 12.5 Technology-related intangibles 126 3.3 136 3.5 Trade name 330 12.1 337 12.4 Total $ 3,066 $ 3,136 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to March 31, 2024, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade and Contract Based Related Name Intangibles Intangibles Intangibles Total 2024 (April - December) $ 160 $ 29 $ 22 $ 211 2025 214 39 28 281 2026 214 38 27 279 2027 214 19 27 260 2028 214 1 27 242 Thereafter 1,594 — 199 1,793 Total amortization expense $ 2,610 $ 126 $ 330 $ 3,066 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions): March 31, December 31, Maturity Date 2024 2023 Fifth Incremental Term Loans (1) August 31, 2028 2,482 2,488 Secured Senior Notes June 1, 2025 305 306 $ 300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,787 2,794 Less: current portion of long-term debt, net ( 25 ) ( 25 ) Total long-term debt, net $ 2,762 $ 2,769 (1) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at March 31, 2024 and December 31, 2023 of approximately $ 8 million and $ 8 million, respectively. |
Schedule of Aggregate Remaining Contractual Principal Payments | Aggregate remaining contractual principal payments as of March 31, 2024 are as follows (in millions): 2024 $ 19 2025 325 2026 25 2027 25 2028 2,393 Total payments $ 2,787 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A (2) Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 Conversion of noncontrolling interest 27,773,062 — — ( 27,773,062 ) — — Shares granted upon vesting 13,890,962 — — — ( 2,842,116 ) — Issuance for compensation to non-employees (1) 17,802 — — — — — Share repurchases — — — — — — Share forfeitures — ( 18,148 ) ( 18,148 ) — — — Balance at March 31, 2024 549,249,504 4,933,087 4,933,087 1,189,156 578,099 6,427,853 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 712,237 of unvested Class A common shares as of March 31, 2024. |
Schedule of Changes in Accumulated Other Comprehensive Income, Net by Component | Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Interest Translation Rate Adjustments (1) Swaps (2) Total Balance at December 31, 2023 $ ( 3 ) $ 74 $ 71 Other comprehensive income (loss) before reclassifications ( 4 ) 30 26 Tax (expense) benefit 1 ( 1 ) - Other comprehensive income (loss) before reclassifications, net of tax ( 3 ) 29 26 Amounts reclassified from accumulated other comprehensive income - ( 22 ) ( 22 ) Tax expense - - - Amounts reclassified from accumulated other comprehensive income, net of tax - ( 22 ) ( 22 ) Net current period other comprehensive income (loss), net of tax ( 3 ) 7 4 Balance at March 31, 2024 $ ( 6 ) $ 81 $ 75 (1) Foreign currency translation adjustments include $ 1 million loss related to intercompany loans that have been designated long-term investment nature. (2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Unit Activity | The following tables summarizes the RSU and PRSU activity during the three months ended March 31, 2024: Weighted Weighted Average Average Grant Date Grant Date Fair Value Fair Value RSUs Per Unit PRSUs (1) Per Unit Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 Granted 4,603,556 8.99 6,310,482 8.83 Vested ( 2,569,109 ) 9.00 ( 19,755,498 ) 12.28 Forfeited ( 50,718 ) 8.62 ( 175,350 ) 8.73 Balance as of March 31, 2024 10,158,541 $ 8.87 14,421,308 $ 8.86 (1) The number of PRSUs presented are based on actual or expected achievement of the respective performance goals as of the end of the period . |
Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs | Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Cost of services, exclusive of depreciation and amortization $ 5 $ 7 Selling, general and administrative 23 27 Total share-based compensation expense $ 28 $ 34 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted (Net Loss) Earnings Per Share | Basic and diluted (net loss) earnings per share are as follows (in millions, ex cept for share and per share amounts): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Basic and diluted (net loss) earnings per share: Numerator Net Income (Loss) From Continuing Operations $ ( 121 ) $ ( 84 ) Less: Net loss attributable to noncontrolling interest 2 6 Net Income (loss) from continuing operations attributable to Alight, Inc. $ ( 119 ) $ ( 78 ) Net Income (Loss) From Discontinued Operations, Net of Tax 5 10 Net Income (Loss) Attributable to Alight, Inc. - basic $ ( 114 ) $ ( 68 ) Loss impact of conversion of noncontrolling interest ( 1 ) — Net income (loss) attributable to Alight, Inc. - diluted $ ( 115 ) $ ( 68 ) Denominator Weighted-average shares outstanding - basic 540,780,315 476,145,761 Dilutive effect of the exchange of noncontrolling interest units 1,189,156 — Weighted-average shares outstanding - diluted 541,969,471 476,145,761 Basic (net loss) earnings per share Continuing operations $ ( 0.22 ) $ ( 0.16 ) Discontinued operations $ 0.01 $ 0.02 Net Income (Loss) $ ( 0.21 ) $ ( 0.14 ) Diluted (net loss) earnings per share Continuing operations $ ( 0.22 ) $ ( 0.16 ) Discontinued operations $ 0.01 $ 0.02 Net Income (Loss) $ ( 0.21 ) $ ( 0.14 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Information regarding the Company’s reportable segment revenue is as follows (in millions): Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Employer Solutions Recurring $ 521 $ 533 Project 38 43 Total Employer Solutions 559 576 Other - 10 Total revenue $ 559 $ 586 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Employer Solutions $ 182 $ 187 Other - - Total Gross Profit 182 187 Selling, general and administrative 146 151 Depreciation and intangible amortization 76 76 Operating Income (Loss) From Continuing Operations ( 40 ) ( 40 ) (Gain) Loss from change in fair value of financial instruments 21 25 (Gain) Loss from change in fair value of tax receivable agreement 55 8 Interest expense 31 33 Other (income) expense, net 1 1 Income (Loss) From Continuing Operations Before Taxes $ ( 148 ) $ ( 107 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan | The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $ 514,914,770 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 643,286,150 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 269,641,030 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 343,349,050 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 |
Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets | The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): March 31, December 31, 2024 2023 Assets Other current assets $ 56 $ 60 Other assets 21 17 Total $ 77 $ 77 Liabilities Other current liabilities $ — $ — Other liabilities — 3 Total $ — $ 3 |
Tax Receivable Agreement (Table
Tax Receivable Agreement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Summary of Changes of Tax Receivable Liability | The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2023 $ 795 Fair value remeasurement 55 Payments ( 62 ) Conversion of noncontrolling interest 85 Ending Balance as of March 31, 2024 873 Less: current portion included in other current liabilities ( 89 ) Total long-term tax receivable agreement liability $ 784 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): March 31, 2024 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps $ — $ — $ — $ — Contingent consideration liability — — 3 3 Seller Earnouts liability — — 114 114 Tax receivable agreement liability (1) — — 627 627 Total liabilities recorded at fair value $ — $ — $ 744 $ 744 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps — 3 — 3 Contingent consideration liability — — 3 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Summary of Changes in Deferred Contingent Consideration Liabilities | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended March 31 2024 2023 Beginning balance $ 3 $ 13 Measurement period adjustments — — Accretion of contingent consideration — — Remeasurement of acquisition-related contingent consideration — — Payments — — Ending Balance $ 3 $ 13 |
Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis | The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 25 $ 25 Long-term debt, net 2,762 2,775 2,769 2,780 Total $ 2,787 $ 2,800 $ 2,794 $ 2,805 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Three Months Ended Estimated Estimated March 31, March 31, Inception to Remaining Total 2024 2023 Date Costs Cost Employer Solutions Severance and Related Benefits $ 2 $ — $ 7 $ 5 $ 12 Other Restructuring Costs (1) 11 17 62 24 86 Total Employer Solutions $ 13 $ 17 $ 69 $ 29 $ 98 Corporate Severance and Related Benefits $ 2 $ 5 $ 17 $ 4 $ 21 Other Restructuring Costs (1) — 1 2 1 3 Total Corporate $ 2 $ 6 $ 19 $ 5 $ 24 Total Restructuring Costs $ 15 $ 23 $ 88 $ 34 $ 122 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . |
Schedule of Accrued Restructuring Liability | As of March 31, 2024 , approximately $ 9 million of the Company's total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Other Restructuring Related Benefits Costs Total Accrued restructuring liability as of December 31, 2023 $ 6 $ 1 $ 7 Restructuring charges 4 11 15 Cash payments ( 4 ) ( 9 ) ( 13 ) Accrued restructuring liability as of March 31, 2024 $ 6 $ 3 $ 9 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) - USD ($) $ in Millions | Mar. 20, 2024 | Jul. 02, 2021 | Mar. 31, 2024 |
Alight Holdings | Maximum | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Non-voting ownership percentage held by noncontrolling interest | 1% | ||
Special Purpose Acquisition Company | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Business combination, closing date of acquisition | Jul. 02, 2021 | ||
Alight | Special Purpose Acquisition Company | Alight Holdings | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Percentage of economic interest | 99% | ||
Business combination, percentage of voting power | 100% | ||
Alight | Professional Service Segment And Payroll And HCM Outsourcisg Business | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Cash and cash equivalents | $ 1,000 | ||
Contingent consideration amount | 150 | ||
Consideration for disposal of assets and liabilities | 1,200 | ||
Alight | Professional Service Segment And Payroll And HCM Outsourcisg Business | seller note | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
purchase price by seller | $ 200 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation Of Revenue [Line Items] | |
Period to recognize revenue under subscription | 3 years |
Revenue related to unsatisfied performance obligations, description | The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. |
Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Revenue practical expedient | For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). |
Payroll, Cloud and Leaves Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 7 years |
Other Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 15 years |
Discontinued Operations and A_3
Discontinued Operations and Assets Held for Sale - Additional Information (Details) - Payroll & Professional Services Business $ in Millions | Mar. 20, 2024 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration for disposal of assets and liabilities | $ 1,200 |
Cash consideration for disposal of assets and liabilities | 1,000 |
Seller notes portion for consideration of disposal of assets and liabilities | 200 |
Seller notes subject to contingent performance | $ 150 |
Discontinued Operations and A_4
Discontinued Operations and Assets Held for Sale - Summary of Assets and Liabilities Held for Sale on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Current assets held for sale | $ 2,501 | $ 1,523 |
Long-term assets held for sale | 948 | |
Liabilities | ||
Current liabilities held for sale | 1,475 | 1,370 |
Long-term liabilities held for sale | 68 | |
Payroll & Professional Services Business | ||
Assets | ||
Cash and cash equivalents | 30 | 34 |
Receivables, net | 259 | 263 |
Other current assets | 63 | 59 |
Fiduciary assets | 1,211 | 1,167 |
Goodwill | 330 | |
Intangible assets, net | 408 | |
Fixed assets, net | 40 | |
Deferred tax assets, net | 6 | |
Other assets | 154 | |
Current assets held for sale | 2,501 | 1,523 |
Goodwill | 331 | |
Intangible assets, net | 418 | |
Fixed assets, net | 40 | |
Deferred tax assets, net | 3 | |
Other assets | 156 | |
Long-term assets held for sale | 948 | |
Liabilities | ||
Accounts payable and accrued liabilities | 105 | 119 |
Other current liabilities | 89 | 84 |
Fiduciary liabilities | 1,211 | 1,167 |
Other liabilities | 70 | |
Current liabilities held for sale | $ 1,475 | 1,370 |
Other liabilities | 68 | |
Long-term liabilities held for sale | $ 68 |
Discontinued Operations and A_5
Discontinued Operations and Assets Held for Sale - Summary of Income (loss) from Discontinued Operations on Condensed Consolidated Statements of Comprehensive Income (loss) (Details) - Payroll & Professional Services Business - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 257 | $ 245 |
Cost of services, exclusive of depreciation and amortization | 187 | 173 |
Depreciation and amortization | 3 | 2 |
Gross Profit | 67 | 70 |
Selling, general and administrative | 37 | 34 |
Depreciation and intangible amortization | 8 | 9 |
Total Operating Expenses | 45 | 43 |
Income (loss) from Discontinued Operations | 22 | 27 |
Other (income) expense, net | 2 | 2 |
Income (Loss) from Discontinued Operations Before Income Taxes | 20 | 25 |
Income tax expense (benefit) | 15 | 15 |
Net Income (Loss) from Discontinued Operations, Net of Tax | $ 5 | $ 10 |
Discontinued Operations and A_6
Discontinued Operations and Assets Held for Sale - Schedule Of Disposal Groups Including Cash Flow Information (Details) - Payroll & Professional Services Business - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | $ 3 | $ 2 |
Intangible asset amortization | 9 | 9 |
Capital expenditures | $ 5 | 3 |
Share-based compensation expense | $ 3 |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Billed and unbilled receivables | $ 399 | $ 442 |
Allowance for expected credit losses | (6) | (7) |
Balance at end of period | $ 393 | $ 435 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Other Financial Data [Line Items] | |||
Contract with customer, liability, revenue recognized | $ 77 | $ 64 | |
Interest Rate Swaps | |||
Other Financial Data [Line Items] | |||
Derivative asset, current | $ 56 | $ 60 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | Other Assets, Current | |
Derivative asset, noncurrent | $ 21 | $ 17 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Derivative liability, current | $ 0 | $ 0 | |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | |
Other Current Liabilities | |||
Other Financial Data [Line Items] | |||
Tax receivable agreement liability | $ 89 | $ 62 | |
Cost of Services, Exclusive of Depreciation and Amortization | |||
Other Financial Data [Line Items] | |||
Amortization expense | $ 6 | $ 6 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 22 | $ 20 |
Prepaid expenses | 43 | 48 |
Commissions receivable | 66 | 107 |
Other | 86 | 85 |
Total | $ 217 | $ 260 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 242 | $ 240 |
Operating lease right of use asset | 56 | 55 |
Commissions receivable | 20 | 22 |
Other | 28 | 24 |
Total | $ 346 | $ 341 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 87 | $ 97 |
Operating lease liabilities | 28 | 27 |
Finance lease liabilities | 22 | 10 |
Other | 145 | 99 |
Total | $ 282 | $ 233 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 45 | $ 45 |
Operating lease liabilities | 62 | 65 |
Finance lease liabilities | 40 | 6 |
Other | 19 | 26 |
Total | $ 166 | $ 142 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill [Line Items] | |
Balance as of December 31, 2023 | $ 3,212 |
Balance at March 31, 2024 | $ 3,212 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | $ 3,831 | $ 3,830 |
Intangible assets, Accumulated Amortization | 765 | 694 |
Intangible assets, Net Carrying Amount | 3,066 | |
Intangible assets, Net Carrying Amount | 3,066 | 3,136 |
Customer Related and Contract Based Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 3,193 | 3,192 |
Intangible assets, Accumulated Amortization | 583 | 529 |
Intangible assets, Net Carrying Amount | 2,610 | 2,663 |
Technology Related Intangibles | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 230 | 230 |
Intangible assets, Accumulated Amortization | 104 | 94 |
Intangible assets, Net Carrying Amount | 126 | 136 |
Trade Name | ||
Intangible Assets | ||
Intangible assets, Gross Carrying Amount | 408 | 408 |
Intangible assets, Accumulated Amortization | 78 | 71 |
Intangible assets, Net Carrying Amount | $ 330 | $ 337 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 71 | $ 71 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,066 | |
Intangible assets, Net Carrying Amount | 3,066 | $ 3,136 |
Customer Related and Contract Based Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 2,610 | $ 2,663 |
Intangible assets, Weighted Average Remaining Useful Lives | 12 years 2 months 12 days | 12 years 6 months |
Technology Related Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 126 | $ 136 |
Intangible assets, Weighted Average Remaining Useful Lives | 3 years 3 months 18 days | 3 years 6 months |
Trade Name | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 330 | $ 337 |
Intangible assets, Weighted Average Remaining Useful Lives | 12 years 1 month 6 days | 12 years 4 months 24 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Expected Annual Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
2024 (April - December) | $ 211 | |
2025 | 281 | |
2026 | 279 | |
2027 | 260 | |
2028 | 242 | |
Thereafter | 1,793 | |
Intangible assets, Net Carrying Amount | 3,066 | |
Customer Related and Contract Based Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (April - December) | 160 | |
2025 | 214 | |
2026 | 214 | |
2027 | 214 | |
2028 | 214 | |
Thereafter | 1,594 | |
Intangible assets, Net Carrying Amount | 2,610 | $ 2,663 |
Technology Related Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (April - December) | 29 | |
2025 | 39 | |
2026 | 38 | |
2027 | 19 | |
2028 | 1 | |
Intangible assets, Net Carrying Amount | 126 | 136 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (April - December) | 22 | |
2025 | 28 | |
2026 | 27 | |
2027 | 27 | |
2028 | 27 | |
Thereafter | 199 | |
Intangible assets, Net Carrying Amount | $ 330 | $ 337 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Examination [Line Items] | ||
Effective tax rate | 18% | 21% |
Maximum | ||
Income Tax Examination [Line Items] | ||
U.S. statutory corporate income tax rate | 21% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2023 | Jan. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | ||
Debt Instrument [Line Items] | ||||||
Gross debt | $ 2,787 | |||||
Total debt, net | 2,787 | $ 2,794 | ||||
Less: current portion of long term debt, net | (25) | (25) | ||||
Total long-term debt, net | 2,762 | 2,769 | ||||
Term Loan, Third Incremental | ||||||
Debt Instrument [Line Items] | ||||||
Total debt, net | $ 525 | |||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | ||||
Term Loan, B-1 | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Aug. 31, 2028 | |||||
Fifth Incremental Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Gross debt | [1] | $ 2,482 | 2,488 | |||
Total debt, net | $ 2,507 | |||||
Maturity Date | [1] | Aug. 31, 2028 | ||||
Secured Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Gross debt | $ 305 | $ 306 | ||||
Maturity Date | Jun. 01, 2025 | |||||
$300 million Revolving Credit Facility, Amended | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | ||||
[1] The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at March 31, 2024 and December 31, 2023 of approximately $ 8 million and $ 8 million, respectively. |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Parenthetical) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 31, 2021 |
Term Loan, B-1 | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | $ 8,000,000 | |
$300 million Revolving Credit Facility, Amended | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 300,000,000 | $ 294,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2022 | Aug. 31, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | ||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 2,787,000,000 | $ 2,794,000,000 | |||||||||||
Amortization of financing fees and benefits | (1,000,000) | $ (1,000,000) | |||||||||||
Interest expense related to debt instruments | 55,000,000 | 51,000,000 | |||||||||||
Interest Expense | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of financing fees and benefits | $ 1,000,000 | 1,000,000 | |||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Increase in revolving credit facility | $ 300,000,000 | ||||||||||||
Revolving Credit Facility | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 5 years | ||||||||||||
Maturity Date | May 01, 2022 | ||||||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | ||||||||||||
Amended Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | |||||||||||
Line of credit, maximum borrowing capacity | $ 294,000,000 | $ 300,000,000 | |||||||||||
Unused letters of credit | $ 3,000,000 | $ 3,000,000 | |||||||||||
Proceeds from Lines of Credit | $ 0 | ||||||||||||
Amended Revolving Credit Facility | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Oct. 31, 2024 | ||||||||||||
Line of credit, maximum borrowing capacity | $ 226,000,000 | ||||||||||||
Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayment of principal | $ 556,000,000 | ||||||||||||
Term Loan | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 7 years | 7 years | |||||||||||
Repayments of principal to refinance debt | 270,000,000 | ||||||||||||
Term Loan, Amended | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Payment terms | The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. | ||||||||||||
Principal payment | $ 6,000,000 | $ 6,000,000 | |||||||||||
Swap agreement expiration period | 2026-12 | ||||||||||||
Term Loan, Amended | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 1,986,000,000 | ||||||||||||
Maturity Date | Oct. 31, 2026 | ||||||||||||
Term Loan, Amended | Minimum | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 0.50% | ||||||||||||
Term Loan, Third Incremental | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 525,000,000 | ||||||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | |||||||||||
Secured Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Jun. 01, 2025 | ||||||||||||
Payment terms | interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year | ||||||||||||
Secured Senior Notes | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Jun. 01, 2025 | ||||||||||||
Face amount | $ 300,000,000 | ||||||||||||
Interest rate | 5.75% | ||||||||||||
Debt payment beginning date | Dec. 01, 2020 | ||||||||||||
Fifth Incremental Term Loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt balance | $ 2,507,000,000 | $ 2,507,000,000 | |||||||||||
Maturity Date | [1] | Aug. 31, 2028 | |||||||||||
Term Loan, B-1 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity Date | Aug. 31, 2028 | ||||||||||||
Increase in term loan | $ 65,000,000 | ||||||||||||
Term Loan, B-1 | SOFR | Minimum | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 2.75% | ||||||||||||
Term Loan, B-1 | SOFR | Maximum | Alight Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, variable interest rate | 3% | ||||||||||||
[1] The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at March 31, 2024 and December 31, 2023 of approximately $ 8 million and $ 8 million, respectively. |
Debt - Schedule of Aggregate Re
Debt - Schedule of Aggregate Remaining Contractual Principal Payments (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 19 |
2025 | 325 |
2026 | 25 |
2027 | 25 |
2028 | 2,393 |
Total payments | $ 2,787 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) Vote $ / shares shares | Mar. 20, 2024 USD ($) | Dec. 31, 2023 $ / shares shares | Aug. 01, 2022 USD ($) $ / shares | Jul. 02, 2021 shares | |
Class Of Stock [Line Items] | |||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, issued | 0 | 0 | |||
Preferred stock, outstanding | 0 | 0 | |||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Increase in equity | $ | $ 264,000,000 | ||||
Additional paid-in-capital deferred tax liabilities | $ | 20,000,000 | ||||
Common stock repurchase, authorized amount | $ | $ 100,000,000 | ||||
Remaining authorized amount for future share repurchase program | $ | 248,000,000 | $ 248,000,000 | |||
Tax Receivable Agreement Liability | |||||
Class Of Stock [Line Items] | |||||
Additional TRA liabilities | $ | $ 85,000,000 | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 549,961,741 | 510,900,000 | |||
Common stock, shares outstanding | 549,961,741 | 510,900,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Conversion of stock | 27,773,062 | ||||
Number of shares repurchased | 0 | ||||
Remaining authorized amount for future share repurchase program | $ | $ 200,000,000 | ||||
Unvested Class A common stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 712,237 | ||||
Common stock, shares outstanding | 712,237 | ||||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 9,900,000 | 9,900,000 | |||
Common stock, shares outstanding | 9,900,000 | 9,900,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Issuance of common units | 14,999,998 | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Unvested Common Class B | |||||
Class Of Stock [Line Items] | |||||
Issuance of employee compensation | 312,208 | ||||
Class B-1 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 4,933,087 | ||||
Common stock, shares outstanding | 4,933,087 | ||||
Common stock shares related to employee compensation, unvested | 156,104 | ||||
Common stock conversion, description | Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||
Common stock shares convertible threshold trading days | 20 days | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||
Class B-1 Common Stock | Alight Holdings | |||||
Class Of Stock [Line Items] | |||||
Common stock shares convertible threshold trading days | 20 days | ||||
Class B-1 Common Units | Alight Holdings | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 2,566,912 | ||||
Common stock, shares outstanding | 2,566,912 | ||||
Common stock conversion, description | Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||
Class B-2 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 4,933,087 | ||||
Common stock, shares outstanding | 4,933,087 | ||||
Common stock shares related to employee compensation, unvested | 156,104 | ||||
Common stock conversion, description | Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 15 | ||||
Common stock shares convertible threshold trading days | 20 days | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | ||||
Class B-2 Common Units | Alight Holdings | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 2,566,912 | ||||
Common stock, shares outstanding | 2,566,912 | ||||
Common stock conversion, description | Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 15 | ||||
Common stock shares convertible threshold trading days | 20 days | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | ||||
Class B-3 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 0 | ||||
Common stock, shares outstanding | 0 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock, shares authorized | 10,000,000 | ||||
Class V Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 1,200,000 | 29,000,000 | |||
Common stock, shares outstanding | 1,200,000 | 29,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock shares conversion ratio | 1 | ||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | |||
Shares issued | 1,189,156 | ||||
Common shares, votes per share | Vote | 1 | ||||
Shares, outstanding | 1,189,156 | 28,962,218 | |||
Conversion of stock | (27,773,062) | ||||
Class Z Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 578,099 | 3,400,000 | 8,671,507 | ||
Common stock, shares outstanding | 578,099 | 3,400,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 12,900,000 | 12,900,000 | |||
Shares, outstanding | 578,099 | 3,420,215 | |||
Class Z-A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 376,637 | ||||
Common stock, shares outstanding | 376,637 | ||||
Class Z-B-1 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 100,731 | ||||
Common stock, shares outstanding | 100,731 | ||||
Class Z-B-2 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 100,731 | ||||
Common stock, shares outstanding | 100,731 | ||||
Class Z Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 317,783 | ||||
Common stock, shares outstanding | 317,783 | ||||
Class Z-A Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 207,039 | ||||
Common stock, shares outstanding | 207,039 | ||||
Class Z-B-1 Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 55,372 | ||||
Common stock, shares outstanding | 55,372 | ||||
Class Z-B-2 Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 55,372 | ||||
Common stock, shares outstanding | 55,372 | ||||
Class A Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares outstanding | 551,150,897 | ||||
Shares, outstanding | 549,961,741 | ||||
Held by non controlling interest | 1,189,156 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) | 3 Months Ended | |
Mar. 31, 2024 shares | ||
Treasury | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 6,427,853 | |
Balance, Shares | 6,427,853 | |
Common Class A | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 507,567,678 | [1] |
Conversion of noncontrolling interest | 27,773,062 | [1] |
Shares granted upon vesting | 13,890,962 | [1] |
Issuance for compensation to non-employees | 17,802 | [1],[2] |
Balance, Shares | 549,249,504 | [1] |
Common Class B1 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,951,235 | |
Share forfeitures | (18,148) | |
Balance, Shares | 4,933,087 | |
Common Class B2 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,951,235 | |
Share forfeitures | (18,148) | |
Balance, Shares | 4,933,087 | |
Class V Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 28,962,218 | |
Conversion of noncontrolling interest | (27,773,062) | |
Balance, Shares | 1,189,156 | |
Class Z Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 3,420,215 | |
Shares granted upon vesting | (2,842,116) | |
Balance, Shares | 578,099 | |
[1] Does not include 712,237 of unvested Class A common shares as of March 31, 2024. Issued to certain members of the Board of Directors in lieu of cash retainer. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Parenthetical) (Details) | Mar. 31, 2024 shares |
Unvested Class A common stock | |
Class of Stock [Line Items] | |
Common stock, shares outstanding | 712,237 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income, Net by Component (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | $ 4,742 | |
Balance | 4,528 | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | (3) | [1] |
Other comprehensive income (loss) before reclassifications | (4) | [1] |
Tax (expense) benefit | 1 | [1] |
Other comprehensive income (loss) before reclassifications, net of tax | (3) | [1] |
Net current period other comprehensive income (loss), net of tax | (3) | [1] |
Balance | (6) | [1] |
Interest Rate Swaps | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | 74 | [2] |
Other comprehensive income (loss) before reclassifications | 30 | [2] |
Tax (expense) benefit | (1) | [2] |
Other comprehensive income (loss) before reclassifications, net of tax | 29 | [2] |
Amounts reclassified from accumulated other comprehensive income | (22) | [2] |
Amounts reclassified from accumulated other comprehensive income, net of tax | (22) | [2] |
Net current period other comprehensive income (loss), net of tax | 7 | [2] |
Balance | 81 | [2] |
Accumulated Other Comprehensive Income, Net | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Balance | 71 | |
Other comprehensive income (loss) before reclassifications | 26 | |
Other comprehensive income (loss) before reclassifications, net of tax | 26 | |
Amounts reclassified from accumulated other comprehensive income | (22) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | (22) | |
Net current period other comprehensive income (loss), net of tax | 4 | |
Balance | $ 75 | |
[1] (1) Foreign currency translation adjustments include $ 1 million loss 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. |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income, Net (Parenthetical) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Intercompany foreign currency translation adjustments | $ 1 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2021 | |
Employee Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Number of shares issued | 1,499,751 | |||
Employee Stock [Member] | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Maximum number of shares, an employee can purchase | 1,250 | |||
Purchase price of common stock, percent of fair market value | 85% | |||
Minimum | Employee Stock [Member] | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Percentage of payroll deductions | 1% | |||
Maximum | Employee Stock [Member] | Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Percentage of payroll deductions | 10% | |||
Performance-based RSUs [Member] | ||||
Class Of Stock [Line Items] | ||||
Weighted-average grant-date fair value per share | $ 8.83 | |||
Total future compensation expense | $ 77 | |||
Remaining weighted-average amortization period | 2 years | |||
RSUs [Member] | ||||
Class Of Stock [Line Items] | ||||
Weighted-average grant-date fair value per share | $ 8.99 | |||
Total future compensation expense | $ 83 | |||
Remaining weighted-average amortization period | 2 years 3 months 18 days | |||
RSUs and PRSUs[Member] | ||||
Class Of Stock [Line Items] | ||||
Vesting period | 3 years | |||
Expected to forfeit | $ 3.5 | |||
Share-based compensation | $ 28 | $ 34 | ||
2021 Omnibus Incentive Plan | ||||
Class Of Stock [Line Items] | ||||
Remaining shares of common stock authorized | 79,157,976 | |||
2021 Omnibus Incentive Plan | Time-based RSUs [Member] | ||||
Class Of Stock [Line Items] | ||||
Percentage of units granted subject to vesting requirements | 42% | |||
2021 Omnibus Incentive Plan | Performance-based RSUs [Member] | ||||
Class Of Stock [Line Items] | ||||
Percentage of units granted subject to vesting requirements | 58% | |||
Employee Stock Purchase Plan | ||||
Class Of Stock [Line Items] | ||||
Remaining shares available for grant | 11,961,530 | |||
Share-based compensation | $ 2 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Unit Activity related to RSUs (Details) | 3 Months Ended | |
Mar. 31, 2024 $ / shares shares | ||
RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | shares | 8,174,812 | |
Granted | shares | 4,603,556 | |
Vested | shares | (2,569,109) | |
Forfeited | shares | (50,718) | |
Ending Balance | shares | 10,158,541 | |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ / shares | $ 9.78 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | $ / shares | 8.99 | |
Weighted Average Grant Date Fair Value Per Unit, Vested | $ / shares | 9 | |
Weighted Average Grant Date Fair Value Per Unit, Forfeited | $ / shares | 8.62 | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 8.87 | |
Performance-based RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | shares | 28,041,674 | [1] |
Granted | shares | 6,310,482 | [1] |
Vested | shares | (19,755,498) | [1] |
Forfeited | shares | (175,350) | [1] |
Ending Balance | shares | 14,421,308 | [1] |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ / shares | $ 11.25 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | $ / shares | 8.83 | |
Weighted Average Grant Date Fair Value Per Unit, Vested | $ / shares | 12.28 | |
Weighted Average Grant Date Fair Value Per Unit, Forfeited | $ / shares | 8.73 | |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ / shares | $ 8.86 | |
[1] The number of PRSUs presented are based on actual or expected achievement of the respective performance goals as of the end of the period . |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs (Details) - RSUs and PRSUs[Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Share-based compensation expense | $ 28 | $ 34 |
Cost of services [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Share-based compensation expense | 5 | 7 |
Selling, general and administrative expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total Share-based compensation expense | $ 23 | $ 27 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted (Net Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net Income (Loss) From Continuing Operations | $ (121) | $ (84) |
Less: Net loss attributable to noncontrolling interest | 2 | 6 |
Net Income (loss) from continuing operations attributable to Alight, Inc. | (119) | (78) |
Net Income (Loss) From Discontinued Operations, Net of Tax | 5 | 10 |
Net Income (Loss) Attributable to Alight, Inc. | (114) | (68) |
Loss impact of conversion of noncontrolling interest | (1) | |
Net (loss) income attributable to Alight, Inc. - diluted | $ (115) | $ (68) |
Denominator | ||
Weighted-average shares outstanding - basic | 540,780,315 | 476,145,761 |
Dilutive effect of the exchange of noncontrolling interest units | 1,189,156 | |
Weighted-average shares outstanding - diluted | 541,969,471 | 476,145,761 |
Basic (net loss) earnings per share | ||
Continuing operations | $ (0.22) | $ (0.16) |
Discontinued operations | 0.01 | 0.02 |
Net Income (Loss) | (0.21) | (0.14) |
Diluted (net loss) earnings per share | ||
Continuing operations | (0.22) | (0.16) |
Discontinued operations | 0.01 | 0.02 |
Net Income (Loss) | $ (0.21) | $ (0.14) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,158,541 | 10,412,840 |
Seller Earnouts | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,999,998 | 14,999,998 |
Performance-based RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,421,308 | 31,079,227 |
Noncontrolling Interest | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,135,874 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 559 | $ 586 |
Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10 | |
Operating Segments | Employer Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenue | 559 | 576 |
Operating Segments | Employer Solutions | Recurring | ||
Segment Reporting Information [Line Items] | ||
Revenue | 521 | 533 |
Operating Segments | Employer Solutions | Project | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 38 | $ 43 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Segment Profit (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Selling, general and administrative | $ 146 | $ 151 |
Depreciation and intangible amortization | 76 | 76 |
Operating Income (Loss) From Continuing Operations | (40) | (40) |
(Gain) Loss from change in fair value of financial instruments | 21 | 25 |
(Gain) loss from change in fair value of tax receivable agreement | 55 | 8 |
Interest expense | 31 | 33 |
Other (income) expense, net | 1 | 1 |
Income (Loss) From Continuing Operations Before Taxes | (148) | (107) |
Alight Holdings | ||
Segment Reporting Information [Line Items] | ||
Segment Profit | 182 | 187 |
Selling, general and administrative | 146 | 151 |
Depreciation and intangible amortization | 76 | 76 |
Operating Income (Loss) From Continuing Operations | (40) | (40) |
(Gain) Loss from change in fair value of financial instruments | 21 | 25 |
(Gain) loss from change in fair value of tax receivable agreement | 55 | 8 |
Interest expense | 31 | 33 |
Other (income) expense, net | 1 | 1 |
Income (Loss) From Continuing Operations Before Taxes | (148) | (107) |
Employer Solutions | ||
Segment Reporting Information [Line Items] | ||
Segment Profit | $ 182 | $ 187 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan (Details) - Interest Rate Swaps | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
December 2021 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 181,205,050 |
Notional Amount Outstanding as of March 31, 2023 | $ 514,914,770 |
Fixed Rate | 0.7203% |
Expiration Date | 2024-04 |
December 2021 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 388,877,200 |
Notional Amount Outstanding as of March 31, 2023 | $ 643,286,150 |
Fixed Rate | 0.6826% |
Expiration Date | 2024-04 |
December 2021 Term Loan Three | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2022-05 |
Initial Notional Amount | $ 220,130,318 |
Notional Amount Outstanding as of March 31, 2023 | $ 269,641,030 |
Fixed Rate | 0.457% |
Expiration Date | 2024-04 |
December 2021 Term Loan Four | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2022-05 |
Initial Notional Amount | $ 306,004,562 |
Notional Amount Outstanding as of March 31, 2023 | $ 343,349,050 |
Fixed Rate | 0.448% |
Expiration Date | 2024-04 |
December 2021 Term Loan Five | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 871,205,040 |
Fixed Rate | 1.6533% |
Expiration Date | 2025-06 |
December 2021 Term Loan Six | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 435,602,520 |
Fixed Rate | 1.656% |
Expiration Date | 2025-06 |
December 2021 Term Loan Seven | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2024-04 |
Initial Notional Amount | $ 435,602,520 |
Fixed Rate | 1.665% |
Expiration Date | 2025-06 |
March 2022 Term Loan | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2022-03 |
Effective Date | 2025-06 |
Initial Notional Amount | $ 1,197,000,000 |
Fixed Rate | 2.554% |
Expiration Date | 2026-12 |
March 2023 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2023-03 |
Effective Date | 2023-03 |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 |
Fixed Rate | 3.9025% |
Expiration Date | 2026-12 |
March 2023 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2023-03 |
Effective Date | 2023-03 |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 |
Fixed Rate | 3.91% |
Expiration Date | 2026-12 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives Fair Value [Line Items] | ||
Total Assets | $ 77 | $ 77 |
Total Liabilities | 0 | 3 |
Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 56 | 60 |
Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 21 | 17 |
Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | 0 | |
Other Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | $ 0 | $ 3 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Derivative [Line Items] | |
Derivative gains | $ 54 |
Financial Instruments - Seller
Financial Instruments - Seller Earnouts - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of seller earnouts | $ 114 | $ 95 | |
(Gain) loss from change in fair value of seller earnouts | 19 | $ 13 | |
Class Z Common Stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
(Gain) loss from change in fair value of seller earnouts | $ 2 | $ 12 | |
Seller Earnouts Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Business combination, contingent consideration, liability expected holding period | 4 years 3 months 3 days | ||
Seller Earnouts Liability | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 45 | ||
Seller Earnouts Liability | Risk-free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 4.28 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Tax Receivable Agreement Liability | ||
Financing Receivable, Past Due [Line Items] | ||
Federal, state and local income tax rate | 27% | |
Additional TRA liability | $ 85 | |
TRA liability balance measured at fair value on a recurring basis | $ 873 | $ 795 |
Tax Receivable Agreement Liability | Discount Rate | ||
Financing Receivable, Past Due [Line Items] | ||
Measurement Input | 7.6 | |
Tax Receivable Agreement Liability Discounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 627 | |
Tax Receivable Agreement Liability Undiscounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 246 |
Tax Receivable Agreement - Summ
Tax Receivable Agreement - Summary of Changes to TRA Liability (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total long-term tax receivable agreement liability | $ 784 | $ 733 |
Tax Receivable Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 795 | |
Fair value remeasurement | 55 | |
Payments | (62) | |
Conversion of noncontrolling interest | 85 | |
Ending Balance | 873 | |
Less: current portion included in other current liabilities | (89) | |
Total long-term tax receivable agreement liability | $ 784 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Measured at Fair Value on Recurring Basis - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | |
Assets | |||
Total assets recorded at fair value | $ 77 | $ 77 | |
Liabilities | |||
Total liabilities recorded at fair value | 744 | 735 | |
Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 77 | 77 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 3 | 3 | |
Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 114 | 95 | |
Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | 627 | 634 |
Level 2 | |||
Assets | |||
Total assets recorded at fair value | 77 | 77 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Level 2 | Interest Rate Swaps | |||
Assets | |||
Total assets recorded at fair value | 77 | 77 | |
Liabilities | |||
Total liabilities recorded at fair value | 3 | ||
Level 3 | |||
Liabilities | |||
Total liabilities recorded at fair value | 744 | 732 | |
Level 3 | Contingent Consideration Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 3 | 3 | |
Level 3 | Seller Earnouts Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | 114 | 95 | |
Level 3 | Tax Receivable Agreement Liability | |||
Liabilities | |||
Total liabilities recorded at fair value | [1] | $ 627 | $ 634 |
[1] Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Deferred Contingent Consideration Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning balance | $ 3 | $ 13 |
Measurement period adjustments | 0 | 0 |
Accretion of contingent consideration | 0 | 0 |
Remeasurement of acquisition-related contingent consideration | 0 | 0 |
Payments | 0 | 0 |
Ending Balance | $ 3 | $ 13 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value of Debt Classified as Level 2 Within Fair value Hierarchy (Details) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | $ 25 | $ 25 |
Long-term debt, net | 2,762 | 2,769 |
Total debt, net | 2,787 | 2,794 |
Carrying Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 25 | 25 |
Long-term debt, net | 2,762 | 2,769 |
Total debt, net | 2,787 | 2,794 |
Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 25 | 25 |
Long-term debt, net | 2,775 | 2,780 |
Total debt, net | $ 2,800 | $ 2,805 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 20, 2023 | Mar. 31, 2024 | |
Restructuring Cost And Reserve [Line Items] | ||
Total expenses | $ 88 | |
Estimated restructuring and related cost | 122 | |
Accounts Payable and Accrued Liabilites | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued restructuring liability | 9 | |
The Plan [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Total expenses | $ 88 | |
Two-Year Strategic Transformation Restructuring Program | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring activities, Description | On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. | |
Restructuring activities, initiation date | Feb. 20, 2023 | |
Restructuring charges | $ 122 | |
Restructuring activities estimated completion period | 2 years | |
Restructuring activities estimated annual savings | $ 75 | |
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 27 | |
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 37 | |
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 85 | |
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | $ 95 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | $ 15 | $ 23 | |
Inception to Date | 88 | ||
Estimated Remaining Costs | 34 | ||
Estimated Total Cost | 122 | ||
Employer Solutions | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 13 | 17 | |
Inception to Date | 69 | ||
Estimated Remaining Costs | 29 | ||
Estimated Total Cost | 98 | ||
Employer Solutions | Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 2 | ||
Inception to Date | 7 | ||
Estimated Remaining Costs | 5 | ||
Estimated Total Cost | 12 | ||
Employer Solutions | Other Restructuring Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1] | 11 | 17 |
Inception to Date | [1] | 62 | |
Estimated Remaining Costs | [1] | 24 | |
Estimated Total Cost | [1] | 86 | |
Corporate | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 2 | 6 | |
Inception to Date | 19 | ||
Estimated Remaining Costs | 5 | ||
Estimated Total Cost | 24 | ||
Corporate | Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 2 | 5 | |
Inception to Date | 17 | ||
Estimated Remaining Costs | 4 | ||
Estimated Total Cost | 21 | ||
Corporate | Other Restructuring Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1] | $ 1 | |
Inception to Date | [1] | 2 | |
Estimated Remaining Costs | [1] | 1 | |
Estimated Total Cost | [1] | $ 3 | |
[1] Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes . |
Restructuring - Schedule of Acc
Restructuring - Schedule of Accrued Restructuring Liability (Details) - Transformation Program $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | $ 7 |
Restructuring charges | 15 |
Cash payments | (13) |
Accrued restructuring liability, Ending Balance | 9 |
Severance and Related Benefits | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 6 |
Restructuring charges | 4 |
Cash payments | (4) |
Accrued restructuring liability, Ending Balance | 6 |
Other Restructuring Costs | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring liability, Beginning balance | 1 |
Restructuring charges | 11 |
Cash payments | (9) |
Accrued restructuring liability, Ending Balance | $ 3 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution savings plan expenses | $ 9 | $ 14 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Purchase Obligations | |
Commitment And Contingencies [Line Items] | |
Purchase obligation, remainder of 2024 | $ 55 |
Purchase obligation, 2025 | 59 |
Purchase obligation, 2026 | 54 |
Purchase obligation, 2027 | 54 |
Purchase obligation, 2028 | 50 |
Purchase obligation, thereafter | 13 |
Purchase commitment | 250 |
Service Obligations | |
Commitment And Contingencies [Line Items] | |
Service obligation, remainder of 2024 | 116 |
Service obligation, 2025 | 162 |
Service obligation, 2026 | 170 |
Service obligation, 2027 | 178 |
Service obligation, 2028 | $ 154 |
Service obligation agreement termination fees percentage | 25% |
Service obligation maturity period | 10 years |