Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | false |
Entity Registrant Name | Alight, Inc. / Delaware |
Entity Central Index Key | 0001809104 |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 372 | $ 506 |
Receivables, net | 515 | 532 |
Other current assets | 302 | 163 |
Total Current Assets Before Fiduciary Assets | 1,189 | 1,201 |
Fiduciary assets | 1,280 | 1,030 |
Total Current Assets | 2,469 | 2,231 |
Goodwill | 3,638 | 2,245 |
Intangible assets, net | 4,170 | 1,733 |
Fixed assets, net | 236 | 334 |
Deferred tax assets, net | 3 | 5 |
Other assets | 472 | 408 |
Total Assets | 10,988 | 6,956 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 406 | 394 |
Current portion of long term debt | 38 | 37 |
Other current liabilities | 401 | 324 |
Total Current Liabilities Before Fiduciary Liabilities | 845 | 755 |
Fiduciary liabilities | 1,280 | 1,030 |
Total Current Liabilities | 2,125 | 1,785 |
Deferred tax liabilities | 36 | |
Long term debt | 2,830 | 4,041 |
Tax receivable agreement | 581 | |
Financial instruments | 135 | |
Other liabilities | 353 | 447 |
Total Liabilities | 6,060 | 6,273 |
Commitments and Contingencies (Note 19) | ||
Stockholders' Equity | ||
Additional paid-in-capital | 4,228 | |
Retained deficit | (96) | (127) |
Members' equity | 852 | |
Accumulated other comprehensive income (loss) | 8 | (42) |
Total Alight, Inc. Equity | 4,140 | 683 |
Noncontrolling Interest | 788 | |
Total Stockholders' Equity | 4,928 | 683 |
Total Liabilities and Stockholders' Equity | $ 10,988 | $ 6,956 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Jul. 02, 2021 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | |
Common stock, shares issued | 464,103,972 | |
Common stock, shares outstanding | 464,103,972 | |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | |
Common stock, shares issued | 9,980,906 | |
Common stock, shares outstanding | 9,980,906 | |
Class V Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 175,000,000 | |
Common stock, shares issued | 77,459,687 | |
Common stock, shares outstanding | 77,459,687 | |
Class Z Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 12,900,000 | |
Common stock, shares issued | 5,595,577 | 8,671,507 |
Common stock, shares outstanding | 5,595,577 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,554 | $ 1,361 | $ 2,728 | $ 2,552 |
Cost of services, exclusive of depreciation and amortization | 1,001 | |||
Depreciation and amortization | 21 | |||
Gross Profit | 532 | |||
Operating Expenses | ||||
Selling, general and administrative | 304 | |||
Depreciation and intangible amortization | 163 | |||
Total operating expenses | 467 | |||
Operating Income | 65 | 102 | 147 | 265 |
Other Expense | ||||
Loss from change in fair value of financial instruments | 65 | |||
Gain from change in fair value of tax receivable agreement | (37) | |||
Interest expense | 57 | 123 | 234 | 224 |
Other expense, net | 3 | 9 | 7 | 3 |
Total other expense, net | 88 | |||
(Loss) Income Before Income Tax Expense (Benefit) | (23) | (30) | (94) | 38 |
Income tax expense (benefit) | 25 | (5) | 9 | 16 |
Net (Loss) Income | (48) | |||
Net loss attributable to noncontrolling interests | (13) | |||
Net (Loss) Income Attributable to Alight, Inc. | $ (35) | |||
Earnings Per Share | ||||
Basic net loss per share | $ (0.08) | |||
Diluted net loss per share | $ (0.08) | |||
Other comprehensive (loss) income, net of tax: | ||||
Change in fair value of derivatives | $ 9 | |||
Total other comprehensive income (loss), net of tax: | 9 | |||
Comprehensive (Loss) Income Before Noncontrolling Interests | (39) | |||
Comprehensive loss attributable to noncontrolling interests | (12) | |||
Comprehensive (Loss) Income Attributable to Alight, Inc. | $ (27) | 6 | (120) | (6) |
Alight Holdings | ||||
Revenue | 1,361 | 2,728 | 2,552 | |
Cost of services, exclusive of depreciation and amortization | 888 | 1,829 | 1,619 | |
Depreciation and amortization | 38 | 65 | 50 | |
Gross Profit | 435 | 834 | 883 | |
Operating Expenses | ||||
Selling, general and administrative | 222 | 461 | 415 | |
Depreciation and intangible amortization | 111 | 226 | 203 | |
Total operating expenses | 333 | 687 | 618 | |
Operating Income | 102 | 147 | 265 | |
Other Expense | ||||
Interest expense | 123 | 234 | 224 | |
Other expense, net | 9 | 7 | 3 | |
Total other expense, net | 132 | 241 | 227 | |
(Loss) Income Before Income Tax Expense (Benefit) | (30) | (94) | 38 | |
Income tax expense (benefit) | (5) | 9 | 16 | |
Net (Loss) Income | (25) | (103) | 22 | |
Net (Loss) Income Attributable to Alight, Inc. | (25) | (103) | 22 | |
Other comprehensive (loss) income, net of tax: | ||||
Change in fair value of derivatives | 23 | (25) | (34) | |
Foreign currency translation adjustments | 8 | 8 | 6 | |
Total other comprehensive income (loss), net of tax: | 31 | (17) | (28) | |
Comprehensive (Loss) Income Before Noncontrolling Interests | 6 | (120) | (6) | |
Comprehensive (Loss) Income Attributable to Alight, Inc. | $ 6 | $ (120) | $ (6) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Total Alight, Inc. Equity | Noncontrolling Interest |
Balance at Dec. 31, 2020 | $ 683 | |||||
Share-based compensation expense | 5 | |||||
Balance at Jun. 30, 2021 | 4,753 | $ 4,014 | $ (61) | $ 3,953 | $ 800 | |
Net (loss) income | (48) | (35) | (35) | (13) | ||
Other comprehensive income, net | 9 | $ 8 | 8 | 1 | ||
Distribution of equity | (1) | (1) | (1) | |||
Warrant redemption | 159 | 159 | 159 | |||
Share-based compensation expense | 67 | 67 | 67 | |||
Shares withheld in lieu of taxes | (11) | (11) | (11) | |||
Balance at Dec. 31, 2021 | $ 4,928 | $ 4,228 | $ (96) | $ 8 | $ 4,140 | $ 788 |
Consolidated Statements of Memb
Consolidated Statements of Members' Equity - USD ($) $ in Millions | Total | Common Class A Units | Common Class A-1 Units | Common Class B Units | Accumulated Other Comprehensive (Loss) Income |
Balance at Dec. 31, 2018 | $ 818 | $ 792 | $ 16 | $ 7 | $ 3 |
Balance, units at Dec. 31, 2018 | 123,700 | 1,380 | 590 | ||
Comprehensive (loss) income, net of tax | (6) | $ 22 | (28) | ||
Distribution of members' equity | (10) | (10) | |||
Restricted share units vested, net of units withheld in lieu of taxes | (2) | $ (2) | |||
Restricted share units vested, net of units withheld in lieu of taxes, units | 410 | 615 | |||
Unit repurchases | (4) | $ (2) | $ (2) | ||
Unit repurchases, units | (107) | (98) | |||
Share-based compensation expense | 9 | $ 3 | $ 6 | ||
Balance at Dec. 31, 2019 | 805 | $ 804 | $ 15 | $ 11 | (25) |
Balance, units at Dec. 31, 2019 | 123,700 | 1,683 | 1,107 | ||
Comprehensive (loss) income, net of tax | (120) | $ (102) | $ (1) | (17) | |
Distribution of members' equity | (3) | (3) | |||
Restricted share units vested, net of units withheld in lieu of taxes | (1) | $ (1) | |||
Restricted share units vested, net of units withheld in lieu of taxes, units | 172 | 717 | |||
Unit repurchases | (3) | $ (2) | $ (1) | ||
Unit repurchases, units | (55) | (88) | |||
Share-based compensation expense | 5 | $ 1 | $ 4 | ||
Balance at Dec. 31, 2020 | 683 | $ 699 | $ 12 | $ 14 | (42) |
Balance, units at Dec. 31, 2020 | 123,700 | 1,800 | 1,736 | ||
Comprehensive (loss) income, net of tax | 6 | $ (25) | 31 | ||
Restricted share units vested, net of units withheld in lieu of taxes | (1) | $ (1) | |||
Restricted share units vested, net of units withheld in lieu of taxes, units | 92 | 441 | |||
Unit repurchases | (2) | $ (1) | $ (1) | ||
Unit repurchases, units | (75) | (89) | |||
Share-based compensation expense | 5 | $ 1 | $ 4 | ||
Balance at Jun. 30, 2021 | 691 | $ 674 | $ 11 | $ 17 | (11) |
Balance, units at Jun. 30, 2021 | 123,700 | 1,817 | 2,088 | ||
Comprehensive (loss) income, net of tax | (27) | ||||
Share-based compensation expense | $ 67 | ||||
Balance at Dec. 31, 2021 | $ (8) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net (loss) income | $ (48) | |||
Adjustments to reconcile net (loss) income to net cash provided by operations: | ||||
Depreciation | 31 | $ 49 | $ 91 | $ 68 |
Intangible amortization expense | 153 | 100 | 200 | 185 |
Noncash lease expense | 11 | |||
Financing fee and premium amortization | (2) | |||
Share-based compensation expense | 67 | 5 | 5 | 9 |
Loss from change in fair value of financial instruments | 65 | |||
Gain from change in fair value of tax receivable agreement | (37) | |||
Other | 11 | |||
Change in assets and liabilities: | ||||
Receivables | (28) | |||
Accounts payable and accrued liabilities | 56 | |||
Other assets and liabilities | (222) | |||
Cash provided by operating activities | 57 | |||
Cash flows from investing activities | ||||
Acquisition of businesses, net of cash acquired | (1,793) | |||
Capital expenditures | (59) | |||
Cash used for investing activities | (1,852) | |||
Cash flows from financing activities | ||||
Net increase (decrease) in fiduciary liabilities | 266 | |||
Distributions of equity | (1) | |||
Borrowings from banks | 627 | |||
Financing fees | (8) | |||
Repayments to banks | (120) | |||
Principal payments on finance lease obligations | (14) | |||
Settlements of interest rate swaps | (8) | |||
Tax payment for shares/units withheld in lieu of taxes | (11) | |||
Contingent consideration payments | (2) | |||
FTAC share redemptions | (142) | |||
Proceeds related to FTAC investors | 1,813 | |||
Cash provided by (used for) financing activities | 2,400 | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 11 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 616 | |||
Cash, cash equivalents and restricted cash at beginning of period | 1,036 | |||
Cash, cash equivalents and restricted cash at end of period | 1,652 | 1,036 | ||
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets | ||||
Cash and cash equivalents | 372 | 506 | ||
Restricted cash included in fiduciary assets | 1,280 | |||
Total cash, cash equivalents and restricted cash | 1,652 | 1,036 | ||
Supplemental disclosures: | ||||
Interest paid | 64 | |||
Income taxes paid | 8 | |||
Supplemental disclosure of non-cash financing activities: | ||||
Fixed asset additions acquired through finance leases | 2 | |||
Right of use asset additions acquired through operating leases | 2 | |||
Alight Holdings | ||||
Cash flows from operating activities | ||||
Net (loss) income | (25) | (103) | 22 | |
Adjustments to reconcile net (loss) income to net cash provided by operations: | ||||
Depreciation | 49 | 91 | 68 | |
Intangible amortization expense | 100 | 200 | 185 | |
Noncash lease expense | 10 | 30 | 12 | |
Financing fee and premium amortization | 9 | 20 | 18 | |
Share-based compensation expense | 5 | 5 | 9 | |
Other | 1 | 11 | 5 | |
Change in assets and liabilities: | ||||
Receivables | 51 | 133 | (39) | |
Accounts payable and accrued liabilities | (45) | (11) | (61) | |
Other assets and liabilities | (97) | (143) | 49 | |
Cash provided by operating activities | 58 | 233 | 268 | |
Cash flows from investing activities | ||||
Acquisition of businesses, net of cash acquired | (52) | (527) | ||
Capital expenditures | (55) | (90) | (77) | |
Cash used for investing activities | (55) | (142) | (604) | |
Cash flows from financing activities | ||||
Net increase (decrease) in fiduciary liabilities | (15) | 263 | 87 | |
Members' equity unit repurchase | (2) | (3) | (4) | |
Distributions of equity | (3) | (10) | ||
Borrowings from banks | 110 | 779 | 483 | |
Financing fees | (23) | (5) | ||
Repayments to banks | (124) | (495) | (120) | |
Principal payments on finance lease obligations | (17) | (24) | (13) | |
Settlements of interest rate swaps | (14) | (21) | 4 | |
Tax payment for shares/units withheld in lieu of taxes | (1) | (2) | ||
Contingent consideration payments | (1) | |||
Other financing activities | (10) | |||
Cash provided by (used for) financing activities | (64) | 463 | 420 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3) | 1 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | (61) | 551 | 85 | |
Cash, cash equivalents and restricted cash at beginning of period | $ 1,475 | 1,536 | 985 | 900 |
Cash, cash equivalents and restricted cash at end of period | 1,475 | 1,536 | 985 | |
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheets | ||||
Cash and cash equivalents | 460 | 506 | 218 | |
Restricted cash included in fiduciary assets | 1,015 | 1,030 | 767 | |
Total cash, cash equivalents and restricted cash | 1,475 | 1,536 | 985 | |
Supplemental disclosures: | ||||
Interest paid | 112 | 210 | 204 | |
Income taxes paid | 5 | 19 | 9 | |
Supplemental disclosure of non-cash financing activities: | ||||
Fixed asset additions acquired through finance leases | 2 | 62 | 24 | |
Right of use asset additions acquired through operating leases | $ 10 | 26 | $ 58 | |
Non-cash fixed asset additions | $ 26 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business Foley Trasimene Acquisition Corp. (“FTAC”) was incorporated in Delaware on March 26, 2020. FTAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 2, 2021 (the “Closing Date”), FTAC completed the business combination (the “Business Combination”) with Alight Holding Company, LLC (f/k/a Tempo Holding Company, LLC) (“Alight Holdings” or the “Predecessor”) contemplated by the Business Combination Agreement (as amended and restated as of April 29, 2021) between FTAC, Alight Holdings and other interested parties (the “Business Combination Agreement”). On the Closing Date, pursuant to the Business Combination Agreement, FTAC became a wholly owned subsidiary of Alight, Inc. (“Alight”, “the Company”, “we” “us” “our” or the “Successor”) and was renamed Alight Group, Inc. As a result of the Business Combination, and by virtue of such series of mergers and related transactions, the combined company is now organized in an “Up-C” Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. While the Closing Date was July 2, 2021, we have determined that as the impact of one day would be immaterial to the results of operations, we will utilize July 1, 2021 as the date of the Business Combination for accounting purposes. Therefore, the financial statement presentation includes the financial statements of Alight Holdings as Predecessor for the periods prior to July 1, 2021 and the Company as Successor for the periods including and after July 1, 2021, including the consolidation of Alight Holdings. 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 that provides a seamless customer experience by combining content, plus artificial intelligence (“AI”) and data analytics to enable Alight’s business process as a service (“BPaaS”) model. Our mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our solutions include: • Employer Solutions: AI-led • Professional Services: |
Accounting Policies and Practic
Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies and Practices | 2. Accounting Policies and Practices Use of Estimates The preparation of the accompanying Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. Concentration of Risk The Company has no significant off-balance Cash and Cash Equivalents Cash and cash equivalents include cash balances. At December 31, 2021 and December 31, 2020, Cash and cash equivalents totaled $372 million and $506 million, respectively, and none of the balances were restricted as to its use. Fiduciary Assets and Liabilities Some of the Company’s agreements require it to hold funds to pay certain obligations on behalf of its clients. Funds held on behalf of clients are segregated from Company funds, and their use is restricted to the payment of obligations on behalf of clients. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. These funds are recorded as Fiduciary assets with the related obligation recorded as Fiduciary liabilities in the Consolidated Balance Sheets. Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current Allowance for Expected Credit Losses The Company’s allowance for expected credit losses with respect to trade receivables and contract assets is based on a combination of factors, including evaluation of historical write-offs, current conditions and reasonable economic forecasts that affect collectability and other qualitative and quantitative analysis. Receivables, net included an allowance for expected credit losses of $5 million and $15 million at December 31, 2021 and December 31, 2020, respectively. Fixed Assets, Net The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years Goodwill and Intangible Assets, Net In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment arise. Derivatives The Company uses derivative financial instruments, such as interest rate swaps. Interest rate swaps are used to manage interest risk exposures and have been designated as cash flow hedges. The changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in Accumulated other comprehensive income (loss). Amounts are reclassified from Accumulated other comprehensive income (loss) into earnings when the hedge exposure affects earnings. The Company discontinues hedge accounting prospectively when: (1) the derivative expires or is sold, terminated, or exercised; (2) the qualifying criteria are no longer met; or (3) management removes the designation of the hedging relationship. Foreign Currency Certain of the Company’s non-U.S. non-functional Share-Based Compensation Costs Share-based payments, including grants of restricted share units (“RSUs”) and performance-based restricted share units (“PRSUs”), for both the Predecessor and Successor periods, are measured based on their estimated grant date fair value. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Earnings Per Share Basic earnings per share is calculated by dividing the net loss attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of the Alight, Inc. Warrants Warrant agreements related to warrants to purchase the Company’s Class A Common Stock were accounted for as liabilities at fair value within Financial instruments on the Consolidated Balance Sheets and were subject to remeasurement at each balance sheet date. Any change in fair value was recognized within the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2021, all warrants were exercised or redeemed. Tax Receivable Agreement In connection with the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with certain of our pre-Business Seller Earnouts Upon completion of the Business Combination, we executed a contingent consideration agreement (the “Seller Earnouts”) that results in the issuance of non-voting Class B-1 Class B-2 consideration liability at fair value within Financial instruments on the Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Consolidated Statements of Comprehensive Income (Loss). Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. Net (loss) income is reduced by the portion of net (loss) income that is attributable to noncontrolling interests. These noncontrolling interests are convertible into Class A Common Stock of the Company at the holder’s discretion. Income Taxes During the Predecessor periods, a portion of the Company’s earnings were subject to certain U.S. federal, state and foreign taxes. During the Successor period, the portion of earnings allocable to the Company is subject to corporate level tax rates at the U.S. federal, state and local levels. Therefore, the amount of income taxes recorded in the Predecessor periods is not representative of the expenses expected in the future. The Company accounts for income taxes pursuant to the asset and liability method which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company recognizes the benefits of tax return positions in the financial statements if it is “more-likely-than-not” more-likely-than-not New Accounting Pronouncements: Recently Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting de-designation held-to-maturity one-time available-for-sale held-to-maturity held-to-maturity 2021-01, held-to-maturity Callable Debt Securities In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 debt security purchased at a premium is within the scope of ASC 310-20-35-33 Business Combination In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” 2014-09, |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated, cloud-based human capital solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within each reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration. See Note 12 “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segments are Employer Solutions, Professional Services and Hosted Business. Employer Solutions are driven by our digital, software and AI-led Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. On occasion, we may be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below. Administrative Services We provide benefits, human resource and payroll administration services across all of our solutions, which are highly recurring. The Company’s contracts may include administration services across one or multiple solutions and typically have three These contracts typically consist of an implementation phase and an ongoing administration phase: Implementation phase set-up up-front Ongoing administration services phase on-boarding as-needed time increment (i.e., each month, or each benefit cycle in the case of our Health solutions arrangements) is distinct and substantially the same. Accordingly, the ongoing administration services for each solution represents a series and each series (i.e., each month, or each benefit cycle including the enrollment period in the case of our Health solutions arrangements) of distinct services are deemed to be a single performance obligation. In agreements that include multiple performance obligations, the transaction price related to each performance obligation is based on a relative stand-alone selling price basis. We establish the stand-alone selling price using observable market prices that the Company charges separately for similar solutions to similar customers. Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum 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 For all other benefits administration, human resources and payroll services where each month represents a distinct time increment under the series guidance, we allocate the transaction price to the month we are performing our services. Therefore, the amount recognized each month is the variable consideration related to that month plus any fixed monthly or annual fee, which is recognized on a straight-line basis. Revenue for these types of arrangements are therefore more consistent throughout the year. In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract. Other Contracts In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our cloud deployment services, cloud advisory services, participant financial advisory services, and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, 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 which place both retiree Medicare coverage and voluntary benefits and direct-to-consumer direct-to-consumer As it relates to the direct-to For both the employer-sponsored and direct-to-customer The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. Contract Costs Costs to obtain a Contract The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions. Commissions paid in relation to contract renewals were immaterial for all periods. The expected life of the underlying customer relationships considers the initial contract terms, which range from 3- 5 Costs to fulfill a Contract The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource, payroll or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions. Amortization for all contracts costs are recorded in Cost of services, exclusive of depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss) (see Note 5 “Other Financial Data”). |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions 2021 Acquisitions Alight Business Combination On July 2, 2021, the Company completed the Business Combination for consideration transferred of approximately $5.0 billion. The Business Combination was accounted for using the acquisition method under Accounting Standards Codification Topic 805, Business Combinations non-working On the Closing Date, the Company paid $36 million of deferred underwriting costs related to FTAC’s initial public offering and $37 million of fees related to the PIPE Investment, which were treated as a reduction of equity. Approximately $21 million of the Company’s acquisition-related costs were paid on the Closing Date. Additionally, $39 million of seller transaction costs were paid on the Closing Date, including $36 million in advisory and investment banker fees that were contingent upon the consummation of the Business Combination. As these fees are considered success fees in nature, they are considered to have been incurred “on the line”, and therefore, were not recognized in the Consolidated Statements of Comprehensive Income (Loss) in either the Predecessor or Successor periods. On the Closing Date, approximately $36 million of certain executive compensation related expenses that were contingent upon the closing of the Business Combination were triggered. As these expenses were contingent upon the change-in-control The following table summarizes the preliminary consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration — Tax Receivable Agreement (3) 618 Contingent consideration — Seller Earnouts (3) 109 Total consideration transferred $ 5,010 Noncontrolling interest (4) $ 800 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. The estimated fair value of the TRA is preliminary and subject to adjustments in subsequent periods. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Fair Value Measurement” for further discussion. (4) The fair value of the noncontrolling interest is estimated based on the fair value of acquired business, which was determined based on the price of the Company’s Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The fair value of the noncontrolling interest is preliminary and subject to adjustments in subsequent periods. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” for additional information. The following table summarizes the preliminary purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 486 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities (327 ) Fiduciary liabilities (1,015 ) Other current liabilities (293 ) Debt assumed (2,370 ) Deferred tax liabilities (3 ) Other liabilities (396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,383 Measurement Period Adjustments During the fourth quarter of 2021, the Company recorded measurement period adjustments to its initial allocation of purchase price as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) an increase in Other current assets of $3 million, (ii) a decrease in Other assets of $15 million, (iii) a decrease in Other current liabilities of $9 million, and (iv) an increase to Other liabilities of $15 million due to the adjustment of certain lease liabilities and right-of-use Intangible Assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The trade name intangible asset represents the corporate Alight tradename, which was valued using the relief-from-royalty method. The technology related intangible assets represent software developed by Alight Holdings to differentiate its product/service offerings for its customers, valued using the relief-from-royalty method. The customer-related and contract based intangible assets represent strong, long-term relationships with customers, valued using the multi-period excess earnings method. The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract based intangibles $ 3,456 15 Goodwill Approximately $3.4 billion has been preliminarily allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, including assembled workforce and expected future market conditions. Of the preliminary goodwill established, $1.6 billion was tax deductible. Pro Forma Financial Information The following unaudited pro forma financial information presents the results of operations as if the Business Combination had occurred on January 1, 2020. The unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations. The unaudited pro forma financial information is as follows (in millions): Year Ended December 31, 2021 2020 Pro forma revenue $ 2,915 $ 2,728 Pro forma net loss $ (26 ) $ (158 ) Pro forma net loss attributable to controlling interest $ (17 ) $ (129 ) Pro forma net loss attributable to noncontrolling interest $ (9 ) $ (29 ) The unaudited pro forma financial information does not assume any impacts from revenue, cost or other operating synergies that could be generated as a result of the Business Combination. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the Business Combination been consummated on January 1, 2020. The Successor and Predecessor periods have been combined in the pro forma financial information for the years ended December 31, 2021 and 2020 and include adjustments to reflect intangible asset amortization based on the economic values derived from definite-lived intangible assets and a reduction in interest expense related to the repayment of existing debt. Additionally, the unaudited pro forma financial information includes nonrecurring, direct transaction costs incurred in connection with the Business Combination of approximately $11 million for the Predecessor year ended December 31, 2020. These adjustments are net of taxes. Retiree Health Exchange On October 1, 2021, the Company completed the acquisition for consideration transferred of approximately $199 million. The acquisition was accounted for using the acquisition method under ASC 805, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The preliminary consideration and allocation of the purchase price to the fair value of the combined assets acquired and liabilities assumed is presented below. The preliminary measurement of consideration transferred and the allocations reflect the best estimates of the valuations currently available and are subject to change once additional analyses are completed. The accounting for the acquisition is not complete as the valuation for acquired assets and liabilities have not been finalized and these final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation disclosed below. The allocation will be finalized as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the preliminary purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Accounts payable and accrued liabilities (13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 121 Goodwill 78 Total consideration $ 199 Intangible assets include customer-related and contract based intangibles and technology with estimated useful lives of 13 years and 5 years, respectively. Acquisition-related costs incurred and recognized within Selling, general and administrative expenses during the Predecessor six months ended June 30, 2021 and Successor six months ended December 31, 2021 were $1 million and $3 million, respectively. Total revenue for this acquisition included in the Company’s Consolidated Statements of Comprehensive Income (Loss) for the Successor six months ended December 31, 2021 was approximately $123 million. Approximately $78 million has been preliminarily allocated to goodwill, all of which was tax deductible. Other Acquisitions The Company also completed one small acquisition during the year ended December 31, 2021. The acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under ASC 805. The goodwill identified by this acquisition is primarily attributed to the synergies that are expected to be realized as well as intangible assets that do not qualify for separate recognition, such as assembled workforce. Goodwill is not amortized and is deductible for tax purposes. Upon completion of this acquisition, the business is now wholly-owned by the Company. 2020 Acquisition The Company completed one acquisition during the Predecessor year ended December 31, 2020. The acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under ASC 805. The goodwill identified by this acquisition was primarily attributed to the synergies that were expected to be realized as well as intangible assets that did not qualify for separate recognition, such as assembled workforce. Goodwill is not amortized and is deductible for tax purposes. Upon completion of this acquisition, the business is now wholly-owned by the Company. |
Other Financial Data
Other Financial Data | 12 Months Ended |
Dec. 31, 2021 | |
Other Financial Data [Abstract] | |
Other Financial Data | 5. Other Financial Data Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): Successor Predecessor December 31, December 31, Billed and unbilled receivables $ 520 $ 547 Allowance for expected credit losses (5 ) (15 ) Balance at end of period $ 515 $ 532 As a result of the Business Combination, all receivables acquired were recorded at fair value and allowance for expected credit losses previously recorded by the Predecessor was reduced to zero as of July 1, 2021 (see Note 4 “Acquisitions”). The Company has not experienced significant write-downs in its receivable balances. Other current assets The components of Other current assets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred project costs $ 39 $ 53 Prepaid expenses 66 57 Commissions receivable 148 32 Other 49 21 Total $ 302 $ 163 Other assets The components of Other assets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred project costs $ 274 $ 228 Operating lease right of use asset 120 129 Commissions receivable 34 25 Other 44 26 Total $ 472 $ 408 The current and non-current The current portion of the commissions receivable balance as of December 31, 2021 includes commission receivables related to the Retiree Health acquisition completed during the fourth quarter of 2021. Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The balance in Other current assets as of December 31, 2021 was $1 million. The balance in Other assets as of December 31, 2021 was $16 million (see Note 13 “Derivative Financial Instruments” for further information). See Note 18 “Lease Obligations” for further information regarding the Operating lease right of use assets recorded as of December 31, 2021 and 2020. Fixed assets, net The components of Fixed assets, net are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Capitalized software $ 55 $ 242 Leasehold improvements 40 63 Computer equipment 102 192 Furniture, fixtures and equipment 12 21 Construction in progress 58 28 Total Fixed assets, gross 267 546 Less: Accumulated depreciation 31 212 Fixed assets, net $ 236 $ 334 As a result of the Business Combination, all fixed assets acquired were recorded at fair value and accumulated depreciation previously recorded by the Predecessor was reduced to zero as of July 1, 2021 (see Note 4 “Acquisitions”). In addition, as part of the purchase price accounting for the Business Combination, Capitalized software related to internally developed software in-service Included in Computer equipment are assets under finance leases. The balances as of December 31, 2021 and 2020, net of accumulated depreciation related to these assets, were $62 million and $83 million, respectively. Other current liabilities The components of Other current liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred revenue $ 148 $ 148 Operating lease liabilities 44 41 Finance lease liabilities 27 28 Other 182 107 Total $ 401 $ 324 Other liabilities The components of Other liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred revenue $ 55 $ 60 Operating lease liabilities 139 155 Finance lease liabilities 34 59 Unrecognized tax positions 44 48 Other 81 125 Total $ 353 $ 447 The current and non-current Other current liabilities as of December 31, 2021 includes a deferred consideration payment of $83 million related to an acquisition completed in the fourth quarter of 2021. As of December 31, 2021 the current and non-current Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. The balances in Other current liabilities as of December 31, 2021 and December 31, 2020 were $8 million and $28 million, respectively. The balances in Other liabilities as of December 31, 2021 and December 31, 2020 were $1 million and $19 million, respectively (see Note 13 “Derivative Financial Instruments” for further information). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
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): Predecessor Employer Solutions Professional Services Total Balance as of December 31, 2020 $ 1,985 $ 260 $ 2,245 Measurement period adjustments 2 — 2 Foreign currency translation 2 1 3 Balance as of June 30, 2021 $ 1,989 $ 261 $ 2,250 Successor Employer Solutions Professional Services Total Balance as of July 1, 2021 $ 3,309 $ 74 $ 3,383 Acquisitions 255 — 255 Balance as of December 31, 2021 $ 3,564 $ 74 $ 3,638 The Company did not identify any impairment for the Successor period from July 1, 2021 to December 31, 2021, or the Predecessor period December 31, 2020 to June 30, 2021. Goodwill is reviewed for impairment utilizing a qualitative assessment or a quantitative goodwill impairment test and the Company determined that it was more likely than not that no impairment of goodwill existed as of the evaluation date. Intangible assets by asset class are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Customer-related and contract based intangibles $ 3,662 $ 119 $ 3,543 $ 2,078 $ 486 $ 1,592 Technology related intangibles 254 20 234 316 180 136 Trade name (finite life) 407 14 393 8 6 2 Trade name (indefinite life) — — — 3 — 3 Total $ 4,323 $ 153 $ 4,170 $ 2,405 $ 672 $ 1,733 The net carrying amount of Intangible assets as of December 31, 2021 includes the preliminary fair values for customer-related and contract based identifiable intangible assets, technology related intangible assets and trade name assets based on management’s preliminary estimate of fair value (see Note 4 “Acquisitions” for further information). As a result of the Business Combination, all accumulated amortization previously recorded by the Predecessor was reduced to zero as of July 1, 2021. Amortization expense from finite-lived intangible assets for the Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021 and years ended December 31, 2020 and 2019 was $153 million, $100 million, $200 million and $185 million, respectively, which was recorded in Depreciation and intangible amortization in the Consolidated Statements of Comprehensive Income (Loss). The following table reflects intangible asset net carrying amount and weighted average remaining useful lives as of December 31, 2021 (in millions, except for years): Net Carrying Amount Weighted Average Remaining Useful Lives Intangible assets at December 31, 2021: Customer-related and contract based intangibles $ 3,543 14.5 Technology related intangibles 234 5.5 Trade name (finite life) 393 14.3 Total $ 4,170 Subsequent to December 31, 2021, the annual amortization expense is expected to be as follows (in millions): Customer-Related and Contract Based Intangibles Technology Related Intangibles Trade Name Intangible 2022 $ 245 $ 43 $ 28 2023 245 43 28 2024 245 43 28 2025 245 43 28 2026 245 42 27 Thereafter 2,318 20 254 Total amortization expense $ 3,543 $ 234 $ 393 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Provision for Income Taxes (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Six Months 2021 Six Months Ended 2021 Year Ended December 31, 2020 2019 (Loss) income before income tax expense (benefit) U.S. (loss) income $ (14 ) $ (28 ) $ (88 ) $ 26 Non-U.S. (9 ) (2 ) (6 ) 12 Total $ (23 ) $ (30 ) $ (94 ) $ 38 (Loss) income before income tax expense (benefit) shown above is based on the location of the business unit to which such earnings are attributable for tax purposes. In addition, because the earnings shown above may in some cases be subject to taxation in more than one country, the income tax provision shown below as federal, state, or foreign may not correspond to the geographic attribution of the earnings. The provision for income tax consists of the following (in millions): Successor Predecessor Six Months Ended December 31, Six Months Ended June 30, Year Ended December 31, 2021 2021 2020 2019 Income tax expense (benefit): Current: Federal $ 17 $ 1 $ — $ — State 3 — — 1 Foreign 6 (5 ) 9 13 Total current tax expense (benefit) $ 26 (4 ) $ 9 $ 14 Deferred tax expense: Federal $ — $ — $ (1 ) $ — State — — 1 — Foreign (1 ) (1 ) — 2 Total deferred tax (benefit) expense $ (1 ) $ (1 ) $ — $ 2 Total income tax expense (benefit) $ 25 $ (5 ) $ 9 $ 16 Effective Tax Rate Reconciliation The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Six Months December 31, Six Months June 30, Year Ended December 31, 2021 2021 2020 2019 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ (23 ) $ (30 ) $ (94 ) $ 38 Provision for income taxes at the statutory rate $ (5 ) 21 % $ — — $ — — $ — — State income taxes, net of federal benefit 3 (12 )% — — 1 — 1 3 % Jurisdictional rate differences (11 ) 49 % 1 (3 )% 9 (11 )% 15 41 % Changes in valuation allowances 23 (100 )% (2 ) 6 % — — — — Benefit of income not allocated to the Company 1 (4 )% — — — — — — Income in separate U.S. tax consolidations 16 (68 )% — — — — — — Non-deductible 8 (35 )% (2 ) 6 % — — — — Tax credits (4 ) 19 % — — — — — — Change in uncertain tax positions (5 ) 24 % — — — — — — Other (1 ) (3 )% (2 ) 7 % (1 ) 1 % — — Income tax expense (benefit) $ 25 (109 )% $ (5 ) 16 % $ 9 (10 )% $ 16 44 % The Company’s effective tax rate for the Successor six months ended December 31, 2021 was (109%), and for the Predecessor six months ended June 30, 2021 was 16%. The Company’s effective tax rate for the Predecessor years ended December 31, 2020 and 2019 was (10)% and 44%, respectively. The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. Prior to the Business Combination, Alight Holdings operated as a U.S. Partnership which generally is not subject to federal and state income taxes. Subsequent to the Business Combination, the Company’s effective tax rate differs from the U.S.’s statutory rate primarily due to foreign rate differences, valuation allowances, separate entity corporate taxes, and the noncontrolling interest associated with the portion of Alight Holdings income not allocable to the Company. The Company is taxed as a corporation and is subject to corporate federal, state, and local taxes on the income allocated to it from Alight Holdings, based upon the Company’s economic interest in Alight Holdings, and any stand-alone income or loss generated by the Company. Alight Holdings and certain subsidiaries combine to form a single entity taxable as a partnership for U.S. federal and most applicable state and local income tax purposes. As such, Alight Holdings is not subject to U.S. federal and certain state and local income taxes. The partners of Alight Holdings, including the Company, are liable for federal, state, and local income taxes based on their allocable share of Alight Holdings’ pass-through taxable income, which includes income of Alight Holdings’ subsidiaries that are treated as disregarded entities separate from Alight Holdings for income tax purposes. The effective tax rate for the Successor six months ended December 31, 2021 is lower than the 21% U.S. statutory corporate income tax rate primarily due to the structure after the Business Combination and the recognition of expenses which not deductible for income tax purposes. Deferred Income Taxes The components of the Company’s deferred tax assets and liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Deferred tax assets: Employee benefit plans $ 2 $ 1 Interest 13 — Other credits 39 — Tax receivable agreement 64 — Other accrued expenses 10 4 Seller Earnouts 35 — Fixed assets 2 7 Intangible assets — 1 Net operating losses 313 154 Other 4 3 Total 482 170 Valuation allowance on deferred tax assets (226 ) (155 ) Total $ 256 $ 15 Deferred tax liabilities: Intangible assets $ (33 ) $ (3 ) Investment in partnership (246 ) — Other (10 ) (7 ) Total $ (289 ) $ (10 ) Net deferred tax (liability) asset $ (33 ) $ 5 As a result of the Business Combination, the Company established a deferred tax asset for the value of certain tax loss and credit carryforward attributes of the merged entities. In addition, the Company established a deferred tax liability to account for the difference between the Company’s book and tax basis in its investment in Alight Holdings. The Company also has historically maintained deferred tax assets on certain tax loss carryforwards in non-U.S. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. Considerations with respect to the realizability of deferred tax assets include the period of expiration, historical earnings, and future sources of taxable income by jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income. The Company maintains valuation allowances with regard to the tax benefits of certain net operating losses and other deferred tax assets, and periodically assesses the adequacy thereof. Valuation allowances increased by $71 million as of December 31, 2021, as compared to the Predecessor prior year. The change is primarily attributable acquired net operating losses and other deferred tax assets, as well as the effect of rate changes in foreign jurisdictions. As of December 31, 2021 and 2020, the Company had U.S. and foreign net operating losses (“NOLs”) of $313 million and $154 million, respectively. The material jurisdictions for the NOLs are the United States and United Kingdom and can be carried forward indefinitely. Uncertain Tax Positions The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions): Balance at January 1, 2020 (Predecessor) $56 Reductions for tax positions of prior years (19) Lapse of statute of limitations (3 ) Balance at December 31, 2020 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations (5 ) Balance at December 31, 2021 (Successor) $ 30 The Company’s liability for uncertain tax positions as of December 31, 2021 and 2020 includes $27 million and $30 million, respectively, related to amounts that would impact the effective tax rate if recognized. The Company records interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $17 million and $18 million as of December 31, 2021 and 2020, respectively. The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2014. The Company has concluded income tax examinations in its primary non-U.S. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding consisted of the following (in millions): Predecessor Maturity Date December 31, 2020 Term Loan May 1, 2024 $ 634 Term Loan, Amended October 31, 2026 1,976 Secured Senior Notes June 1, 2025 300 Unsecured Senior Notes June 1, 2025 1,230 $24m Revolving Credit Facility May 1, 2022 — $226m Revolving Credit Facility, Amended October 31, 2024 — Other December 31, 2021 10 Total gross debt 4,150 Less: term loan and senior note financing fees and premium, net (72 ) Total debt, net 4,078 Less: current portion of long term debt, net (37 ) Total long term debt, net $ 4,041 Successor Maturity Date December 31, 2021 Term Loan May 1, 2024 $ 72 Term Loan, Amended October 31, 2026 1,958 Term Loan, Third Incremental (1) August 31, 2028 517 Secured Senior Notes June 1, 2025 314 $294m Revolving Credit Facility, Amended August 31, 2026 — Other June 30, 2022 7 Total debt, net 2,868 Less: current portion of long-term debt, net (38 ) Total long-term debt, net $ 2,830 (1) The net balance for the Third Incremental Term Loan includes unamortized debt issuance costs of $6 million. Purchase Accounting As part of purchase accounting for the Business Combination, the debt obligations assumed were recorded at fair value, under ASC 805, which resulted in an aggregate increase in the debt liability of $60 million. The fair value increase will be amortized over the respective terms of the debt obligations and recorded in Interest expense on the Consolidated Statements of Comprehensive Income (Loss) (See Note 4 “Acquisitions”). Term Loan In May 2017, the Company entered into a 7-year 50 Interest rates on the Term Loan borrowings are based on the London Interbank Offered Rate (“LIBOR”) subject to a 50 275 300 325 350 300 1-month During the first quarter of 2022, the Company refinanced the Amended and Third Incremental Term Loans to update the Benchmark reference rate to Term Secured Overnight Financing Rate (“SOFR”) from LIBOR and to have identical maturity dates of August 31, 2028 and borrowing margins as the Third Incremental Term Loans. Secured Senior Notes During May 2020, the Company issued $300 million of Secured Senior Notes. These Secured Senior Notes have a maturity date of June 1, 2025 and accrue interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2020. Unsecured Senior Notes In May 2017, the Company issued $500 million of Initial Unsecured Senior Notes. During November 2017, July 2019, and August 2020, the Company issued additional Unsecured Senior Notes under identical terms as the Initial Unsecured Senior Notes for $180 million, $280 million, and $270 million, respectively (collectively “Unsecured Senior Notes”). The Unsecured Senior Notes had a maturity date of June 1, 2025 and accrue interest at a fixed rate of 6.750% per annum, payable semi-annually on June 1 and December 1 of each year. As part of the consideration transferred in the Business Combination, the Unsecured Senior Notes were fully redeemed. Revolving Credit Facility In May 2017, the Company entered into a 5-year As part of the acquisition of NGA HR during the Predecessor year ended December 31, 2019, the Company acquired a revolving credit facility of approximately $21 million secured on the accounts receivable balance of NGA HR. As of December 31, 2021, the outstanding borrowings under this facility were $7 million, which are reflected in Other in the table above. The facility matures on June 30, 2022, at which time any outstanding borrowings are repayable in full, with interest payable monthly. Interest is calculated based on an applicable reference rate plus a margin. 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. The unamortized financing fees and premiums related to the $556 million payment of the Term Loan in July 2021 and the redemption of the Unsecured Senior Notes in July 2021, were written down as part of the purchase accounting for the Business Combination. For the Successor six months ended December 30, 2021, a $2 million benefit was recorded, for the Predecessor six months ended June 30, 2021, and years ended December 31, 2020 and 2019, expenses of $8 million, $17 million and $17 million, respectively, were amortized and recorded in Interest expense in the Consolidated Statements of Comprehensive Income (Loss). As part of the purchase accounting for the Business Combination, the unamortized financing fees related to the Revolver were written off. In August 2021, $1 million of fees associated with the refinanced Revolver were capitalized. As the Revolver has no outstanding balance as of December 31, 2021, the related $1 million of financing fees are recorded in Other assets and are being amortized on a straight-line basis over the term of the Revolver. The straight-line amortization is immaterial each year. Amortization for all periods was recorded in Interest expense in the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2021, an immaterial amount and $1 million of unamortized financing fees related to the Revolver are recorded in Other current assets and Other assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2020, $1 million and $1 million of unamortized financing fees related to the Revolver are recorded in Other current assets and Other assets, respectively, on the Consolidated Balance Sheets. Total interest expense related to the debt instruments for the Successor six months ended December 31, 2021 and Predecessor six months ended June 30, 2021 and years ended December 31, 2020 and 2019 was $53 million, $105 million, $204 million and $223 million, respectively, which included amortization of financing fees discussed above. Principal Payments Aggregate contractual principal payments as of December 31, 2021 are as follows (in millions): 2022 $ 38 2023 32 2024 84 2025 325 2026 1,882 Thereafter 497 Total payments $ 2,858 |
Stockholders' and Members' Equi
Stockholders' and Members' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' and Members' Equity | 9. Stockholders’ and Members’ Equity Predecessor Equity Class A Common Units There were no grants of Class A common units during the six months ended June 30, 2021 or the years ended December 31, 2020 and 2019. Each holder of Class A common units is entitled to one vote per unit. Class A-1 During the six months ended June 30, 2021, the Company granted 643 Restricted Class A-1 Class A-1 Class A-1 Class B Common Units During the six months ended June 30, 2021 there were no grants of Class B common units, and during the years ended December 31, 2020 and 2019, the Company granted 7,459 and 2,587 units, respectively. Holders of Class B common units are not entitled to voting rights. Successor Equity Preferred Stock Upon the Closing of the Business Combination, 1,000,000 preferred shares, par value $0.0001, were authorized. There are no preferred shares issued and outstanding as of December 31, 2021. Class A Common Stock As of December 31, 2021, 464,103,972 Class A common shares, including 7,821,091 of unvested Class A common shares, were legally issued and outstanding, par value $0.0001. Holders of Class A Common Shares 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 of the Business Combination, the Seller Earnouts resulted in the issuance of a total of 14,999,998 Class B instruments (including 848,238 Unvested Class B common shares related to employee compensation) to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for Alight Class A common shares in the Business Combination received Class B common shares, 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 Class A common share and Class A unit; however, such dividends are paid if and when such Class B share or Class B unit converts into a Class A share or Class A unit. If any of the Class B common shares 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 B common shares related to employee compensation) are liability classified; refer to Note 14 “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding. Class B-1 As of December 31, 2021, 4,990,453 Class B-1 Class B-1 Class B-1 1-for-1 30-trading To the extent any Unvested Class B-1 As of December 31, 2021, 2,509,546 Class B-1 Class B-1 1-for-1 30-trading Class B-2 As of December 31, 2021, 4,990,453 Class B-2 Class B-2 Class B-2 1-for-1 30-trading To the extent any Unvested Class B-2 As of December 31, 2021, 2,509,546 Class B-2 Class B-2 1-for-1 30-trading Class B-3 Upon the Closing of the Business Combination, 10,000,000 Class B-3 Class B-3 Class V Common Stock As of December 31, 2021, 77,459,687 Class V common shares were legally issued and outstanding, par value of $0.0001. 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 Class Z Common Stock Upon the Closing of the Business Combination, a total of 8,671,507 Class Z instruments were issued to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for Alight Class A common shares in the Business Combination received Class Z common shares, 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 Class B-1, Class B-2 As of December 31, 2021, 5,595,577 Class Z common shares (5,046,819 Class Z-A, Class Z-B-1, Class Z-B-2) Class Z-A, Class Z-B-1 Class Z-B-2 Class B-1 Class B-2 Class B-1, Class B-2 As of December 31, 2021, 3,075,930 Class Z common units (2,774,272 Class Z-A, Class Z-B-1, Class Z-B-2) Class Z-A, Class Z-B-1 Class Z-B-2 Class B-1 Class B-2 Class B-1, Class B-2 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 Alight Class V Common Stock, for a number of shares of Alight Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange. The Continuing Unitholders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Consolidated Balance Sheets. As of December 31, 2021, there were 541,563,659 Class A Units outstanding, of which 464,103,972 are held by the Company and 77,459,687 are held by the noncontrolling interest of the Company. The Alight Holdings Operating Agreement contains provisions which require that a one-to-one The following table reflects the changes in our outstanding stock: Successor Class A Class B-1 Class B-2 Class V Class Z Balance at July 1, 2021 438,968,920 4,990,453 4,990,453 77,459,687 5,595,577 Warrant redemption 15,315,429 — — — — Issuance for compensation to non-employees (1) 26,398 — — — — Shares granted upon vesting 1,972,134 — — — — Balance at December 31, 2021 456,282,881 4,990,453 4,990,453 77,459,687 5,595,577 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. Dividends There were no dividends declared during the Successor six months ended December 31, 2021. Accumulated Other Comprehensive Income As of December 31, 2021, the Accumulated other comprehensive income balance included unrealized losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect for all periods presented was immaterial. Changes in accumulated other comprehensive income (loss), net of noncontrolling interests and tax, are as follows (in millions): Predecessor Foreign Interest (1) Total Balance at December 31, 2018 $ (9 ) $ 12 $ 3 Other comprehensive (loss) income before reclassifications, net of tax 6 (30 ) (24 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — (4 ) (4 ) Net current period other comprehensive (loss) income 6 (34 ) (28 ) Balance at December 31, 2019 $ (3 ) $ (22 ) $ (25 ) Other comprehensive (loss) income before reclassifications, net of tax 8 (47 ) (39 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 22 22 Net current period other comprehensive (loss) income 8 (25 ) (17 ) Balance at December 31, 2020 $ 5 $ (47 ) $ (42 ) Other comprehensive (loss) income before reclassifications, net of tax 8 9 17 Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 14 14 Net current period other comprehensive (loss) income 8 23 31 Balance at June 30, 2021 $ 13 $ (24 ) $ (11 ) Successor Foreign Interest (1) Total Balance at July 1, 2021 $ — $ — $ — Other comprehensive income (loss) before reclassifications — (9 ) (9 ) Tax benefit — 2 2 Other comprehensive income (loss) before reclassifications, net of tax — (7 ) (7 ) Amounts reclassified from accumulated other comprehensive loss — (1 ) (1 ) Tax expense — — — Amounts reclassified from accumulated other comprehensive loss, net of tax — (1 ) (1 ) Net current period other comprehensive income, net of tax — (8 ) (8 ) Balance at December 31, 2021 $ — $ (8 ) $ (8 ) (1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | 10. Share-Based Compensation Expense Predecessor Plans Prior to the Business Combination, share-based payments to employees include grants of restricted share units (“RSUs”) and performance based restricted share units (“PRSUs”), which consist of both Class A-1 Class A-1 Class A-1 The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor periods as follows: Predecessor RSUs Weighted PRSUs Weighted Balance as of December 31, 2018 3,525 $ 5,347 6,492 $ 2,952 Granted 862 4,578 1,725 4,572 Vested (1,123 ) 6,581 — — Forfeited (357 ) 4,037 (654 ) 2,626 Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested (944 ) 5,374 — — Forfeited (954 ) 4,491 (3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested (517 ) 5,459 — — Forfeited (121 ) 4,527 (567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 Successor Plans Predecessor Replacement Awards In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company. • Class B units: The unvested Class B units of Alight Holdings were granted replacement Unvested Class A common shares, Unvested Class B-1 Class B-2 • Class A-1 Class A-1 Class B-2 The Class B and Class A-1 Class B-1 Class B-2 re-allocation Successor Awards In connection with the Business Combination, the Company adopted the Alight, Inc. 2021 Omnibus Incentive Plan. Under this plan, for grants issued during the Successor six months ended December 31, 2021, approximately 50% of the units are subject to time-based vesting requirements and approximately 50% are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably each December 31 over a three-year period with one-third The aggregate grant date fair value of RSUs and PRSUs granted during the Successor period six months ended December 31, 2021 was $119 million and $115 million, respectively. Restricted Share Units and Performance Based Restricted Share Units The following tables summarizes the unit activity related to the RSUs and PRSUs during the Successor six months ended December 31, 2021: Successor RSUs (1) Weighted PRSUs (1) Weighted Balance as of July 1, 2021 854,764 $ 9.91 7,816,743 $ 9.56 Granted 9,475,330 12.60 9,107,424 12.63 Vested (3,014,054 ) 12.62 — — Forfeited (167,624 ) 12.64 (181,054 ) 12.51 Balance as of December 31, 2021 7,148,416 $ 12.27 16,743,113 $ 11.20 (1) These share totals include both unvested shares and restricted stock units. Share-based Compensation The Company recorded share-based compensation costs related to the RSUs and PRSUs for the Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021 and years ended December 2020 and 2019 of $67 million, $5 million, $5 million and $9 million, respectively. As of December 31, 2021, total future compensation expense related to unvested RSUs was $84 million which will be recognized over a remaining weighted-average amortization period of approximately 1.6 years. As of December 31, 2021, total future compensation expense related to PRSUs was $156 million which will be recognized over approximately the next 2.2 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net loss attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of the end of the Successor period, the Seller Earnouts were excluded from the diluted earnings per share calculations. Basic and diluted earnings per share are as follows (in millions, except for share and per share amounts): Successor Six Months Ended 2021 Basic and diluted net loss per share: Numerator Net loss attributable to Alight, Inc. — basic and diluted $ (35 ) Denominator Weighted average shares outstanding — basic and diluted 439,800,624 Basic and diluted net loss per share $ (0.08 ) For the Successor six months ended December 31, 2021, 77,459,687 units related to noncontrolling interests and 7,007,072 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 16,036,220 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s CODM is its Chief Executive Officer. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment profit to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Year Ended 2020 2019 Employer Solutions Recurring $ 1,213 $ 1,049 $ 2,051 $ 1,834 Project 134 107 237 250 Total Employer Solutions 1,347 1,156 2,288 2,084 Professional Services Recurring 65 60 108 56 Project 121 124 260 229 Total Professional Services 186 184 368 285 Hosted Business 21 21 72 183 Total $ 1,554 $ 1,361 $ 2,728 $ 2,552 Segment Profit Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Year Ended 2020 2019 Employer Solutions $ 344 $ 274 $ 533 $ 554 Professional Services 1 7 31 7 Hosted Business (2 ) (3 ) — 35 Total of all reportable segments 343 278 564 596 Share-based compensation 67 5 5 9 Transaction and integration expenses (1) 13 — — — Non-recurring (2) 19 18 — 14 Transformation initiatives (3) — — 8 22 Restructuring 5 9 77 14 Other (4) (10 ) (5 ) 36 19 Depreciation 31 49 91 68 Intangible amortization 153 100 200 185 Operating Income 65 102 147 265 Loss from change in fair value of financial instruments 65 — — — Gain from change in fair value of tax receivable agreement (37 ) — — — Interest expense 57 123 234 224 Other expense, net 3 9 7 3 (Loss) Income Before Income Tax Expense (Benefit) $ (23 ) $ (30 ) $ (94 ) $ 38 (1) Transaction and integration expenses related to acquisitions in 2021. (2) Non-recurring (3) Transformation initiatives in fiscal years 2020 and 2019 includes expenses related to enhancing our data center for both periods, and severance expense for the first half of 2019. (4) Other primarily includes activity related to long-term incentives and expenses related to acquisitions in fiscal years 2020 and 2019, offset by Other expense, net. There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Revenue by geographic location is as follows (in millions): Successor Predecessor Six Months Ended Six Months Ended Year Ended 2021 2021 2020 2019 United States $ 1,358 $ 1,168 $ 2,353 $ 2,361 Rest of world 196 193 375 191 Total $ 1,554 $ 1,361 $ 2,728 $ 2,552 Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Successor Predecessor December 31, 2021 December 31, United States $ 305 $ 415 Rest of world 51 48 Total $ 356 $ 463 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
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 Fixed Rate Expiration Date July 2021 August 2020 557,500,000 557,500,000 2.5070 % May 2022 July 2021 August 2020 89,863,420 99,722,020 3.0854 % February 2023 December 2021 August 2020 181,205,050 165,545,350 0.7775 % April 2024 December 2021 August 2020 388,877,200 370,980,400 0.7430 % April 2024 December 2021 May 2022 220,130,318 n/a 0.5170 % April 2024 December 2021 May 2022 306,004,562 n/a 0.5127 % April 2024 December 2021 April 2024 871,205,040 n/a 1.7258 % June 2025 December 2021 April 2024 435,602,520 n/a 1.7290 % June 2025 December 2021 April 2024 435,602,520 n/a 1.7450 % June 2025 Concurrent with execution of the Business Combination and the $556 million pay down of the Term Loan, three hedges were terminated, and two previously unfloored hedges were amended to incorporate an interest rate floor of 50 Our swap agreements amortize or accrete based on achieving targeted hedge ratios. All interest rate swaps have been designated as cash flow hedges. As a result of the amendment, the fair value of the instruments at the time of re-designation During the first quarter of 2022, the Company amended its interest rate swaps index in conjunction with term loan refinancing to incorporate Term SOFR. Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Consolidated Balance Sheets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Assets Other current assets $ 1 $ — Other assets $ 16 $ — Total $ 17 $ — Liabilities Other current liabilities $ 8 $ 28 Other liabilities 1 19 Total $ 9 $ 47 The Company estimates that approximately $2 million of derivative losses included in Accumulated other comprehensive income as of December 31, 2021 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
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 Class B-1 Class B-2 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 majority of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the 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 and as of December 31, 2021, the Seller Earnouts had a fair value of $135 million. For the Successor six months ended December 31, 2021, a loss of $26 million was recorded in Loss from change in fair value of financial instruments in the Consolidated Statements of Comprehensive Income (Loss). Warrants Upon the completion of the Business Combination, there were issued and outstanding Company warrants to purchase shares of Class A Common Stock at a price of $11.50 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the warrant agreement, including 10,000,000 warrants that were issued as a result of the consummation of the Forward Purchase Agreements (“Forward Purchase Warrants”). Private Warrants were exchanged for an equivalent number of Class C Units representing limited liability company interests of Alight Holdings and had the same terms as the Private Warrants. Each of the Public Warrants, Forward Purchase Warrants and Class C Units (collectively the “Warrants”) were exercisable for one share of Alight, Inc. Class A Common Stock. The Warrants had an expiration date of July 2, 2026, (five years after the completion of the Business Combination) and were exercisable beginning after certain lock-up The Company accounted for Warrants as liabilities at fair value within Financial instruments on the Consolidated Balance Sheets because the Warrants do not meet the criteria for classification within equity. The Warrants were subject to remeasurement at each balance sheet date. In December 2021, the majority of the Warrants were exercised under cashless (net) exercise provisions resulting in the issuance of 15,315,429 shares of Class A common shares. Additionally, the Company redeemed 742,918 Warrants for $0.10 per warrant. Just prior to the exercise and redemption of the Warrants, the Company remeasured the warrant liability to its fair value. Upon exercise of the Warrants, the respective carrying value of the warrant liability was reclassified into additional paid in capital. As of December 31, 2021, no Warrants were outstanding. For the Successor six months ended December 31, 2021, a loss of $39 million was recorded in Loss from change in fair value of financial instruments in the Consolidated Statements of Comprehensive Income (Loss) due to the remeasurement of the warrant liability prior to the exercise and redemption of the Warrants. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 15. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 — observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 — inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): Successor December 31, 2021 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 17 $ — $ 17 Total assets recorded at fair value $ — $ 17 $ — $ 17 Liabilities Interest rate swaps $ — $ 9 $ — $ 9 Contingent consideration liability — — 33 33 Seller Earnouts liability — — 135 135 Tax receivable agreement liability — — 581 581 Total liabilities recorded at fair value $ — $ 9 $ 749 $ 758 Predecessor December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Interest rate swaps $ — $ 47 $ — $ 47 Contingent consideration liability — — 26 26 Total liabilities recorded at fair value $ — $ 47 $ 26 $ 73 Derivatives The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance Contingent Consideration The contingent consideration liabilities relate to acquisitions completed during the Successor six months ended December 31, 2021, the Predecessor years ended December 31, 2020 and 2018, and are included in Other current liabilities and Other liabilities on the Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other expense, net in the Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Successor Predecessor Six Months Ended Six Months Ended 2021 Year Ended Beginning balance $ 29 $ 26 $ 22 Acquisitions 8 2 3 Accretion of contingent consideration — 1 — Remeasurement of acquisition-related contingent consideration (2 ) — 8 Payments (2 ) — (7 ) Ending Balance $ 33 $ 29 $ 26 Seller Earnouts The Company accounts for the Seller Earnouts as contingent consideration liabilities at fair value in Financial Instruments in the Consolidated Balance Sheets. The fair value of the Seller Earnouts is determined using Monte Carlo simulation and Option Pricing Methods. Changes in the fair value of the liability is included in Loss from change in fair value of financial instruments in the Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 45%, risk-free interest rate of 1.40%, expected holding period of 6.51 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. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the Tax Receivable Agreement (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 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 is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The $581 million TRA liability balance at December 31, 2021 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 26.04%; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current alternative 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 6.9%. The opening balance sheet fair value of the TRA at July 1, 2021 is preliminary and the final fair value could have a material impact on the preliminary purchase price allocation disclosed. The fair value will be finalized as soon as practicable, but no later than one year from the acquisition date. The following table provides a reconciliation of the TRA liability and Seller Earnout liability for the Successor six months ended December 31, 2021: Successor TRA Seller Earnouts Balance at July 1, 2021 $ 618 $ 109 Gain from change in fair value of TRA (37 ) — Loss from change in fair value of Seller Earnouts — 26 Balance at December 31, 2021 $ 581 $ 135 Non-Recurring The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 38 $ 38 $ 37 $ 37 Long-term debt, net 2,830 2,834 4,041 4,090 Total $ 2,868 $ 2,872 $ 4,078 $ 4,127 The carrying value of the Term Loan, Secured Senior Notes and Unsecured Senior Notes include the outstanding principal balances, less any unamortized discount or premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior Notes have fixed interest rates and the fair value is classified as Level 2 within the fair value hierarchy and corroborated by observable market data (see Note 8 “Debt”). The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. During the Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021 and years ended December 31, 2020 and 2019 there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. |
Restructuring and Integration
Restructuring and Integration | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration | 16. Restructuring and Integration During the third quarter of 2019, management initiated a restructuring and integration plan (“the Plan”) following the completion of the Hodges acquisition and in anticipation of the NGA HR acquisition, which was completed on November 1, 2019. The Plan is intended to integrate and streamline operations across the Company and is expected to generate cost reductions related to position eliminations and facility and system rationalizations. The Company expects to incur costs related to severance, contract and lease exits and other related costs. The Company expects these restructuring and integration activities and related expenses to affect continuing operations through the fourth quarter of 2022. The Plan is expected to result in cumulative costs of approximately $140 million through the end of the plan, consisting of approximately $69 million in severance and related benefits, and approximately $71 million in other costs, including technology realization, lease consolidation costs, advisory and consulting fees. The Plan is expected to generate annual cost savings of approximately $196 million by 2022. From the inception of the Plan through December 31, 2021, the Company has incurred total expenses of $105 million. These charges are recorded in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). The following table summarizes restructuring costs by type that have been incurred through December 31, 2021 and are estimated to be incurred through the end of the Plan. Estimated costs by type may be revised in future periods as these assumptions are updated: Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Inception Estimated Estimated (1) Employer Solutions Severance and Related Benefits $ 1 $ 6 $ 46 $ 13 $ 59 Other Restructuring Costs (2) 3 2 45 17 62 Total Employer Solutions $ 4 $ 8 $ 91 $ 30 $ 121 Professional Services Severance and Related Benefits $ — $ 1 $ 8 $ 2 $ 10 Other Restructuring Costs (2) 1 — 6 3 9 Total Professional Services $ 1 $ 1 $ 14 $ 5 $ 19 Total Restructuring Costs $ 5 $ 9 $ 105 $ 35 $ 140 (1) Actual costs, when incurred, may vary due to changes in the assumptions built into the Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives. (2) Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. As of December 31, 2021, approximately $4 million of the restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Predecessor Severance and Other Restructuring Total Accrued restructuring liability as of December 31, 2020 $ 12 $ 3 $ 15 Restructuring charges 7 2 9 Cash payments (13 ) (5 ) (18 ) Accrued restructuring liability as of June 30, 2021 $ 6 $ — $ 6 Successor Severance and Other Restructuring Total Accrued restructuring liability as of July 1, 2021 $ 6 $ — $ 6 Restructuring charges 1 4 5 Cash payments (3 ) (4 ) (7 ) Accrued restructuring liability as of December 31, 2021 $ 4 $ — $ 4 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 17. Employee Benefits Defined Contribution Savings Plans Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the Successor six months ended December 31, 2021 and the Predecessor six months ended June 30, 2021 and years ended December 31, 2020 and 2019, expenses were $24 million, $31 million, $46 million and $49 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss). |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Obligations | 18. Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in Other assets, Other current liabilities and Other liabilities in the Consolidated Balance Sheets. Right-of-use right-of-use The Company’s most significant leases are office facilities. For these leases, the Company has elected the practical expedient permitted under ASU 2016-02, non-lease non-lease Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as insurance, taxes, common area maintenance, payments based on the usage of the asset, and rental payments adjusted periodically for inflation. These variable payments are not included in the lease liabilities reflected on the Company’s Consolidated Balance Sheets. The Company does sublease portions of our buildings to third parties. The right of use liability associated with these leases are not offset with expected rental incomes, as we remain primarily obligated for the leases. The Company’s lease agreements do not contain material residual value guarantees, restrictions, or covenants. The components of lease expense were as follows (in millions): Successor Predecessor Six Months Six Months Year Ended 2021 2021 2020 2019 Operating lease cost $ 14 $ 16 $ 40 $ 27 Finance lease cost: Amortization of leased assets 12 13 21 15 Interest of lease liabilities 2 2 4 4 Variable and short-term lease cost 3 3 6 8 Sublease income (3 ) (4 ) (6 ) (8 ) Total lease cost $ 28 $ 30 $ 65 $ 46 Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): Successor Predecessor December 31, December 31, Operating Leases Operating lease right-of-use asse $ 120 $ 129 Current operating lease liabilities 44 41 Noncurrent operating lease liabilities 139 155 Total operating lease liabilities $ 183 $ 196 Finance Leases Fixed assets, net $ 62 $ 83 Current finance lease liabilities 27 28 Noncurrent finance lease liabilities 34 59 Total finance lease liabilities $ 61 $ 87 Weighted Average Remaining Lease Term (in years) Operating leases 5.8 6.6 Finance leases 2.7 3.5 Weighted Average Discount Rate Operating leases 4.3 % 5.6 % Finance leases 4.4 % 4.4 % Supplemental cash flow and other information related to leases was as follows (in millions): Successor Predecessor Six Months Six Months Ended Year Ended 2021 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27 $ 22 $ 42 $ 36 Operating cash flows from finance leases 2 2 4 4 Financing cash flows from finance leases 14 17 24 13 Right-of Operating leases $ 2 $ 10 $ 26 $ 58 Finance leases 2 2 62 24 Future lease payments for lease obligations with initial terms in excess of one year as of December 31, 2021 are as follows (in millions): Finance Operating 2022 $ 23 $ 38 2023 22 34 2024 16 33 2025 4 22 2026 — 17 Thereafter — 46 Total lease payments 65 190 Less: amount representing interest (4 ) (27 ) Total lease obligations, net 61 163 Less: current portion of lease obligations, net (27 ) (37 ) Total long-term portion of lease obligations, net $ 34 $ 126 The operating lease future lease payments include sublease rental income of $7 million, $6 million, $5 million and $2 million for 2022, 2023, 2024 and 2025, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at December 31, 2021 and December 31, 2020 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 Consolidated Financial Statements. Purchase Obligations The Company’s expected cash outflow for non-cancellable 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 The Company may terminate its arrangement with Wipro for cause or for the Company’s convenience. In the case of a termination for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus 25% of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events In January 2022, the Company refinanced the Amended and Third Incremental Term Loans to update the Benchmark reference rate to Term SOFR from LIBOR and to have identical maturity dates of August 31, 2028 and borrowing margins as the Third Incremental Term Loans (see Note 8 “Debt”). The Company also amended its interest rate swaps index in conjunction with the term loan refinancing to incorporate Term SOFR (see Note 13 “Derivative Financial Instruments”). Events and transactions occurring through the date of issuance of these financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or the notes to the Consolidated Financial Statements. |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. While the Closing Date was July 2, 2021, we have determined that as the impact of one day would be immaterial to the results of operations, we will utilize July 1, 2021 as the date of the Business Combination for accounting purposes. Therefore, the financial statement presentation includes the financial statements of Alight Holdings as Predecessor for the periods prior to July 1, 2021 and the Company as Successor for the periods including and after July 1, 2021, including the consolidation of Alight Holdings. |
Use of Estimates | Use of Estimates The preparation of the accompanying Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. |
Concentration of Risk | Concentration of Risk The Company has no significant off-balance |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash balances. At December 31, 2021 and December 31, 2020, Cash and cash equivalents totaled $372 million and $506 million, respectively, and none of the balances were restricted as to its use. |
Fiduciary Assets and Liabilities | Fiduciary Assets and Liabilities Some of the Company’s agreements require it to hold funds to pay certain obligations on behalf of its clients. Funds held on behalf of clients are segregated from Company funds, and their use is restricted to the payment of obligations on behalf of clients. There is typically a short period of time between when the Company receives funds and when it pays obligations on behalf of clients. These funds are recorded as Fiduciary assets with the related obligation recorded as Fiduciary liabilities in the Consolidated Balance Sheets. |
Commissions Receivable | Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current |
Allowance for Expected Credit Losses | Allowance for Expected Credit Losses The Company’s allowance for expected credit losses with respect to trade receivables and contract assets is based on a combination of factors, including evaluation of historical write-offs, current conditions and reasonable economic forecasts that affect collectability and other qualitative and quantitative analysis. Receivables, net included an allowance for expected credit losses of $5 million and $15 million at December 31, 2021 and December 31, 2020, respectively. |
Fixed Assets, Net | Fixed Assets, Net The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment arise. |
Derivatives | Derivatives The Company uses derivative financial instruments, such as interest rate swaps. Interest rate swaps are used to manage interest risk exposures and have been designated as cash flow hedges. The changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in Accumulated other comprehensive income (loss). Amounts are reclassified from Accumulated other comprehensive income (loss) into earnings when the hedge exposure affects earnings. The Company discontinues hedge accounting prospectively when: (1) the derivative expires or is sold, terminated, or exercised; (2) the qualifying criteria are no longer met; or (3) management removes the designation of the hedging relationship. |
Foreign Currency | Foreign Currency Certain of the Company’s non-U.S. non-functional |
Share-Based Compensation Costs | Share-Based Compensation Costs Share-based payments, including grants of restricted share units (“RSUs”) and performance-based restricted share units (“PRSUs”), for both the Predecessor and Successor periods, are measured based on their estimated grant date fair value. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing the net loss attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of the Alight, Inc. |
Warrants | Warrants Warrant agreements related to warrants to purchase the Company’s Class A Common Stock were accounted for as liabilities at fair value within Financial instruments on the Consolidated Balance Sheets and were subject to remeasurement at each balance sheet date. Any change in fair value was recognized within the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2021, all warrants were exercised or redeemed. |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with certain of our pre-Business |
Seller Earnouts | Seller Earnouts Upon completion of the Business Combination, we executed a contingent consideration agreement (the “Seller Earnouts”) that results in the issuance of non-voting Class B-1 Class B-2 consideration liability at fair value within Financial instruments on the Consolidated Balance Sheets and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized within the Consolidated Statements of Comprehensive Income (Loss). |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A Common Stock ownership of the Company. Net (loss) income is reduced by the portion of net (loss) income that is attributable to noncontrolling interests. These noncontrolling interests are convertible into Class A Common Stock of the Company at the holder’s discretion. |
Income Taxes | Income Taxes During the Predecessor periods, a portion of the Company’s earnings were subject to certain U.S. federal, state and foreign taxes. During the Successor period, the portion of earnings allocable to the Company is subject to corporate level tax rates at the U.S. federal, state and local levels. Therefore, the amount of income taxes recorded in the Predecessor periods is not representative of the expenses expected in the future. The Company accounts for income taxes pursuant to the asset and liability method which requires it to recognize current tax liabilities or receivables for the amount of taxes it estimates are payable or refundable for the current year, deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company recognizes the benefits of tax return positions in the financial statements if it is “more-likely-than-not” more-likely-than-not |
New Accounting Pronouncements: Recently Adopted | New Accounting Pronouncements: Recently Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting de-designation held-to-maturity one-time available-for-sale held-to-maturity held-to-maturity 2021-01, held-to-maturity Callable Debt Securities In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 debt security purchased at a premium is within the scope of ASC 310-20-35-33 Business Combination In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” 2014-09, |
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. |
Accounting Policies and Pract_3
Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Assets | The Company records fixed assets at cost. We compute depreciation and amortization using the straight-line method on the estimated useful lives of the assets, which are generally as follows: Asset Description Asset Life Capitalized software Lesser of the life of an associated license, or 4 to 7 years Leasehold improvements Lesser of estimated useful life or lease term, not to exceed 10 years Furniture, fixtures and equipment 4 to 10 years Computer equipment 4 to 6 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Preliminary Consideration Transferred | The following table summarizes the preliminary consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration — Tax Receivable Agreement (3) 618 Contingent consideration — Seller Earnouts (3) 109 Total consideration transferred $ 5,010 Noncontrolling interest (4) $ 800 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. The estimated fair value of the TRA is preliminary and subject to adjustments in subsequent periods. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Fair Value Measurement” for further discussion. (4) The fair value of the noncontrolling interest is estimated based on the fair value of acquired business, which was determined based on the price of the Company’s Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The fair value of the noncontrolling interest is preliminary and subject to adjustments in subsequent periods. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” for additional information. |
Summary of Preliminary Purchase Price allocation | The following table summarizes the preliminary purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 486 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities (327 ) Fiduciary liabilities (1,015 ) Other current liabilities (293 ) Debt assumed (2,370 ) Deferred tax liabilities (3 ) Other liabilities (396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,383 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract based intangibles $ 3,456 15 |
Summary of Unaudited Pro forma Financial Information | The unaudited pro forma financial information is as follows (in millions): Year Ended December 31, 2021 2020 Pro forma revenue $ 2,915 $ 2,728 Pro forma net loss $ (26 ) $ (158 ) Pro forma net loss attributable to controlling interest $ (17 ) $ (129 ) Pro forma net loss attributable to noncontrolling interest $ (9 ) $ (29 ) |
Retiree Health Exchange | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price allocation | The following table summarizes the preliminary purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Accounts payable and accrued liabilities (13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 121 Goodwill 78 Total consideration $ 199 |
Other Financial Data (Tables)
Other Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Financial Data [Abstract] | |
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): Successor Predecessor December 31, December 31, Billed and unbilled receivables $ 520 $ 547 Allowance for expected credit losses (5 ) (15 ) Balance at end of period $ 515 $ 532 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred project costs $ 39 $ 53 Prepaid expenses 66 57 Commissions receivable 148 32 Other 49 21 Total $ 302 $ 163 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred project costs $ 274 $ 228 Operating lease right of use asset 120 129 Commissions receivable 34 25 Other 44 26 Total $ 472 $ 408 |
Summary of Components of Fixed Assets, Net | The components of Fixed assets, net are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Capitalized software $ 55 $ 242 Leasehold improvements 40 63 Computer equipment 102 192 Furniture, fixtures and equipment 12 21 Construction in progress 58 28 Total Fixed assets, gross 267 546 Less: Accumulated depreciation 31 212 Fixed assets, net $ 236 $ 334 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred revenue $ 148 $ 148 Operating lease liabilities 44 41 Finance lease liabilities 27 28 Other 182 107 Total $ 401 $ 324 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, Deferred revenue $ 55 $ 60 Operating lease liabilities 139 155 Finance lease liabilities 34 59 Unrecognized tax positions 44 48 Other 81 125 Total $ 353 $ 447 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): Predecessor Employer Solutions Professional Services Total Balance as of December 31, 2020 $ 1,985 $ 260 $ 2,245 Measurement period adjustments 2 — 2 Foreign currency translation 2 1 3 Balance as of June 30, 2021 $ 1,989 $ 261 $ 2,250 Successor Employer Solutions Professional Services Total Balance as of July 1, 2021 $ 3,309 $ 74 $ 3,383 Acquisitions 255 — 255 Balance as of December 31, 2021 $ 3,564 $ 74 $ 3,638 |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Customer-related and contract based intangibles $ 3,662 $ 119 $ 3,543 $ 2,078 $ 486 $ 1,592 Technology related intangibles 254 20 234 316 180 136 Trade name (finite life) 407 14 393 8 6 2 Trade name (indefinite life) — — — 3 — 3 Total $ 4,323 $ 153 $ 4,170 $ 2,405 $ 672 $ 1,733 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible asset net carrying amount and weighted average remaining useful lives as of December 31, 2021 (in millions, except for years): Net Carrying Amount Weighted Average Remaining Useful Lives Intangible assets at December 31, 2021: Customer-related and contract based intangibles $ 3,543 14.5 Technology related intangibles 234 5.5 Trade name (finite life) 393 14.3 Total $ 4,170 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to December 31, 2021, the annual amortization expense is expected to be as follows (in millions): Customer-Related and Contract Based Intangibles Technology Related Intangibles Trade Name Intangible 2022 $ 245 $ 43 $ 28 2023 245 43 28 2024 245 43 28 2025 245 43 28 2026 245 42 27 Thereafter 2,318 20 254 Total amortization expense $ 3,543 $ 234 $ 393 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Loss) income before income tax expense (benefit) | (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Six Months 2021 Six Months Ended 2021 Year Ended December 31, 2020 2019 (Loss) income before income tax expense (benefit) U.S. (loss) income $ (14 ) $ (28 ) $ (88 ) $ 26 Non-U.S. (9 ) (2 ) (6 ) 12 Total $ (23 ) $ (30 ) $ (94 ) $ 38 |
Schedule of Provision For Income Tax | The provision for income tax consists of the following (in millions): Successor Predecessor Six Months Ended December 31, Six Months Ended June 30, Year Ended December 31, 2021 2021 2020 2019 Income tax expense (benefit): Current: Federal $ 17 $ 1 $ — $ — State 3 — — 1 Foreign 6 (5 ) 9 13 Total current tax expense (benefit) $ 26 (4 ) $ 9 $ 14 Deferred tax expense: Federal $ — $ — $ (1 ) $ — State — — 1 — Foreign (1 ) (1 ) — 2 Total deferred tax (benefit) expense $ (1 ) $ (1 ) $ — $ 2 Total income tax expense (benefit) $ 25 $ (5 ) $ 9 $ 16 |
Schedule of Reconciliation of The Effective Tax Rate | The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Six Months December 31, Six Months June 30, Year Ended December 31, 2021 2021 2020 2019 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ (23 ) $ (30 ) $ (94 ) $ 38 Provision for income taxes at the statutory rate $ (5 ) 21 % $ — — $ — — $ — — State income taxes, net of federal benefit 3 (12 )% — — 1 — 1 3 % Jurisdictional rate differences (11 ) 49 % 1 (3 )% 9 (11 )% 15 41 % Changes in valuation allowances 23 (100 )% (2 ) 6 % — — — — Benefit of income not allocated to the Company 1 (4 )% — — — — — — Income in separate U.S. tax consolidations 16 (68 )% — — — — — — Non-deductible 8 (35 )% (2 ) 6 % — — — — Tax credits (4 ) 19 % — — — — — — Change in uncertain tax positions (5 ) 24 % — — — — — — Other (1 ) (3 )% (2 ) 7 % (1 ) 1 % — — Income tax expense (benefit) $ 25 (109 )% $ (5 ) 16 % $ 9 (10 )% $ 16 44 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Deferred tax assets: Employee benefit plans $ 2 $ 1 Interest 13 — Other credits 39 — Tax receivable agreement 64 — Other accrued expenses 10 4 Seller Earnouts 35 — Fixed assets 2 7 Intangible assets — 1 Net operating losses 313 154 Other 4 3 Total 482 170 Valuation allowance on deferred tax assets (226 ) (155 ) Total $ 256 $ 15 Deferred tax liabilities: Intangible assets $ (33 ) $ (3 ) Investment in partnership (246 ) — Other (10 ) (7 ) Total $ (289 ) $ (10 ) Net deferred tax (liability) asset $ (33 ) $ 5 |
Schedule of Amount of Uncertain Tax Positions | The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions): Balance at January 1, 2020 (Predecessor) $56 Reductions for tax positions of prior years (19) Lapse of statute of limitations (3 ) Balance at December 31, 2020 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations (5 ) Balance at December 31, 2021 (Successor) $ 30 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions): Predecessor Maturity Date December 31, 2020 Term Loan May 1, 2024 $ 634 Term Loan, Amended October 31, 2026 1,976 Secured Senior Notes June 1, 2025 300 Unsecured Senior Notes June 1, 2025 1,230 $24m Revolving Credit Facility May 1, 2022 — $226m Revolving Credit Facility, Amended October 31, 2024 — Other December 31, 2021 10 Total gross debt 4,150 Less: term loan and senior note financing fees and premium, net (72 ) Total debt, net 4,078 Less: current portion of long term debt, net (37 ) Total long term debt, net $ 4,041 Successor Maturity Date December 31, 2021 Term Loan May 1, 2024 $ 72 Term Loan, Amended October 31, 2026 1,958 Term Loan, Third Incremental (1) August 31, 2028 517 Secured Senior Notes June 1, 2025 314 $294m Revolving Credit Facility, Amended August 31, 2026 — Other June 30, 2022 7 Total debt, net 2,868 Less: current portion of long-term debt, net (38 ) Total long-term debt, net $ 2,830 (1) The net balance for the Third Incremental Term Loan includes unamortized debt issuance costs of $6 million. |
Schedule of Aggregate Contractual Principal Payments | Aggregate contractual principal payments as of December 31, 2021 are as follows (in millions): 2022 $ 38 2023 32 2024 84 2025 325 2026 1,882 Thereafter 497 Total payments $ 2,858 |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Successor Class A Class B-1 Class B-2 Class V Class Z Balance at July 1, 2021 438,968,920 4,990,453 4,990,453 77,459,687 5,595,577 Warrant redemption 15,315,429 — — — — Issuance for compensation to non-employees (1) 26,398 — — — — Shares granted upon vesting 1,972,134 — — — — Balance at December 31, 2021 456,282,881 4,990,453 4,990,453 77,459,687 5,595,577 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss), net of noncontrolling interests and tax, are as follows (in millions): Predecessor Foreign Interest (1) Total Balance at December 31, 2018 $ (9 ) $ 12 $ 3 Other comprehensive (loss) income before reclassifications, net of tax 6 (30 ) (24 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — (4 ) (4 ) Net current period other comprehensive (loss) income 6 (34 ) (28 ) Balance at December 31, 2019 $ (3 ) $ (22 ) $ (25 ) Other comprehensive (loss) income before reclassifications, net of tax 8 (47 ) (39 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 22 22 Net current period other comprehensive (loss) income 8 (25 ) (17 ) Balance at December 31, 2020 $ 5 $ (47 ) $ (42 ) Other comprehensive (loss) income before reclassifications, net of tax 8 9 17 Amounts reclassified from accumulated other comprehensive income (loss), net of tax — 14 14 Net current period other comprehensive (loss) income 8 23 31 Balance at June 30, 2021 $ 13 $ (24 ) $ (11 ) Successor Foreign Interest (1) Total Balance at July 1, 2021 $ — $ — $ — Other comprehensive income (loss) before reclassifications — (9 ) (9 ) Tax benefit — 2 2 Other comprehensive income (loss) before reclassifications, net of tax — (7 ) (7 ) Amounts reclassified from accumulated other comprehensive loss — (1 ) (1 ) Tax expense — — — Amounts reclassified from accumulated other comprehensive loss, net of tax — (1 ) (1 ) Net current period other comprehensive income, net of tax — (8 ) (8 ) Balance at December 31, 2021 $ — $ (8 ) $ (8 ) (1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unit Activity | The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor periods as follows: Predecessor RSUs Weighted PRSUs Weighted Balance as of December 31, 2018 3,525 $ 5,347 6,492 $ 2,952 Granted 862 4,578 1,725 4,572 Vested (1,123 ) 6,581 — — Forfeited (357 ) 4,037 (654 ) 2,626 Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested (944 ) 5,374 — — Forfeited (954 ) 4,491 (3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested (517 ) 5,459 — — Forfeited (121 ) 4,527 (567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 The following tables summarizes the unit activity related to the RSUs and PRSUs during the Successor six months ended December 31, 2021: Successor RSUs (1) Weighted PRSUs (1) Weighted Balance as of July 1, 2021 854,764 $ 9.91 7,816,743 $ 9.56 Granted 9,475,330 12.60 9,107,424 12.63 Vested (3,014,054 ) 12.62 — — Forfeited (167,624 ) 12.64 (181,054 ) 12.51 Balance as of December 31, 2021 7,148,416 $ 12.27 16,743,113 $ 11.20 (1) These share totals include both unvested shares and restricted stock units. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows (in millions, except for share and per share amounts): Successor Six Months Ended 2021 Basic and diluted net loss per share: Numerator Net loss attributable to Alight, Inc. — basic and diluted $ (35 ) Denominator Weighted average shares outstanding — basic and diluted 439,800,624 Basic and diluted net loss per share $ (0.08 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Current Reportable Segments | Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Year Ended 2020 2019 Employer Solutions Recurring $ 1,213 $ 1,049 $ 2,051 $ 1,834 Project 134 107 237 250 Total Employer Solutions 1,347 1,156 2,288 2,084 Professional Services Recurring 65 60 108 56 Project 121 124 260 229 Total Professional Services 186 184 368 285 Hosted Business 21 21 72 183 Total $ 1,554 $ 1,361 $ 2,728 $ 2,552 Segment Profit Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Year Ended 2020 2019 Employer Solutions $ 344 $ 274 $ 533 $ 554 Professional Services 1 7 31 7 Hosted Business (2 ) (3 ) — 35 Total of all reportable segments 343 278 564 596 Share-based compensation 67 5 5 9 Transaction and integration expenses (1) 13 — — — Non-recurring (2) 19 18 — 14 Transformation initiatives (3) — — 8 22 Restructuring 5 9 77 14 Other (4) (10 ) (5 ) 36 19 Depreciation 31 49 91 68 Intangible amortization 153 100 200 185 Operating Income 65 102 147 265 Loss from change in fair value of financial instruments 65 — — — Gain from change in fair value of tax receivable agreement (37 ) — — — Interest expense 57 123 234 224 Other expense, net 3 9 7 3 (Loss) Income Before Income Tax Expense (Benefit) $ (23 ) $ (30 ) $ (94 ) $ 38 (1) Transaction and integration expenses related to acquisitions in 2021. (2) Non-recurring (3) Transformation initiatives in fiscal years 2020 and 2019 includes expenses related to enhancing our data center for both periods, and severance expense for the first half of 2019. (4) Other primarily includes activity related to long-term incentives and expenses related to acquisitions in fiscal years 2020 and 2019, offset by Other expense, net. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Revenue by geographic location is as follows (in millions): Successor Predecessor Six Months Ended Six Months Ended Year Ended 2021 2021 2020 2019 United States $ 1,358 $ 1,168 $ 2,353 $ 2,361 Rest of world 196 193 375 191 Total $ 1,554 $ 1,361 $ 2,728 $ 2,552 Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Successor Predecessor December 31, 2021 December 31, United States $ 305 $ 415 Rest of world 51 48 Total $ 356 $ 463 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Fixed Rate Expiration Date July 2021 August 2020 557,500,000 557,500,000 2.5070 % May 2022 July 2021 August 2020 89,863,420 99,722,020 3.0854 % February 2023 December 2021 August 2020 181,205,050 165,545,350 0.7775 % April 2024 December 2021 August 2020 388,877,200 370,980,400 0.7430 % April 2024 December 2021 May 2022 220,130,318 n/a 0.5170 % April 2024 December 2021 May 2022 306,004,562 n/a 0.5127 % April 2024 December 2021 April 2024 871,205,040 n/a 1.7258 % June 2025 December 2021 April 2024 435,602,520 n/a 1.7290 % June 2025 December 2021 April 2024 435,602,520 n/a 1.7450 % June 2025 |
Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets | The fair values and location of outstanding derivative instruments recorded in the Consolidated Balance Sheets are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Assets Other current assets $ 1 $ — Other assets $ 16 $ — Total $ 17 $ — Liabilities Other current liabilities $ 8 $ 28 Other liabilities 1 19 Total $ 9 $ 47 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): Successor December 31, 2021 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 17 $ — $ 17 Total assets recorded at fair value $ — $ 17 $ — $ 17 Liabilities Interest rate swaps $ — $ 9 $ — $ 9 Contingent consideration liability — — 33 33 Seller Earnouts liability — — 135 135 Tax receivable agreement liability — — 581 581 Total liabilities recorded at fair value $ — $ 9 $ 749 $ 758 Predecessor December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Interest rate swaps $ — $ 47 $ — $ 47 Contingent consideration liability — — 26 26 Total liabilities recorded at fair value $ — $ 47 $ 26 $ 73 |
Summary of Changes in Deferred Contingent Consideration Liabilities | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Successor Predecessor Six Months Ended Six Months Ended 2021 Year Ended Beginning balance $ 29 $ 26 $ 22 Acquisitions 8 2 3 Accretion of contingent consideration — 1 — Remeasurement of acquisition-related contingent consideration (2 ) — 8 Payments (2 ) — (7 ) Ending Balance $ 33 $ 29 $ 26 |
Reconciliation of TRA Liability and Seller Earnout Liability | The following table provides a reconciliation of the TRA liability and Seller Earnout liability for the Successor six months ended December 31, 2021: Successor TRA Seller Earnouts Balance at July 1, 2021 $ 618 $ 109 Gain from change in fair value of TRA (37 ) — Loss from change in fair value of Seller Earnouts — 26 Balance at December 31, 2021 $ 581 $ 135 |
Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis | The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions): Successor Predecessor December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 38 $ 38 $ 37 $ 37 Long-term debt, net 2,830 2,834 4,041 4,090 Total $ 2,868 $ 2,872 $ 4,078 $ 4,127 |
Restructuring and Integration (
Restructuring and Integration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred through December 31, 2021 and are estimated to be incurred through the end of the Plan. Estimated costs by type may be revised in future periods as these assumptions are updated: Successor Predecessor Six Months Ended 2021 Six Months Ended 2021 Inception Estimated Estimated (1) Employer Solutions Severance and Related Benefits $ 1 $ 6 $ 46 $ 13 $ 59 Other Restructuring Costs (2) 3 2 45 17 62 Total Employer Solutions $ 4 $ 8 $ 91 $ 30 $ 121 Professional Services Severance and Related Benefits $ — $ 1 $ 8 $ 2 $ 10 Other Restructuring Costs (2) 1 — 6 3 9 Total Professional Services $ 1 $ 1 $ 14 $ 5 $ 19 Total Restructuring Costs $ 5 $ 9 $ 105 $ 35 $ 140 (1) Actual costs, when incurred, may vary due to changes in the assumptions built into the Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives. (2) Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. |
Schedule of Accrued Restructuring Liability | As of December 31, 2021, approximately $4 million of the restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Predecessor Severance and Other Restructuring Total Accrued restructuring liability as of December 31, 2020 $ 12 $ 3 $ 15 Restructuring charges 7 2 9 Cash payments (13 ) (5 ) (18 ) Accrued restructuring liability as of June 30, 2021 $ 6 $ — $ 6 Successor Severance and Other Restructuring Total Accrued restructuring liability as of July 1, 2021 $ 6 $ — $ 6 Restructuring charges 1 4 5 Cash payments (3 ) (4 ) (7 ) Accrued restructuring liability as of December 31, 2021 $ 4 $ — $ 4 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows (in millions): Successor Predecessor Six Months Six Months Year Ended 2021 2021 2020 2019 Operating lease cost $ 14 $ 16 $ 40 $ 27 Finance lease cost: Amortization of leased assets 12 13 21 15 Interest of lease liabilities 2 2 4 4 Variable and short-term lease cost 3 3 6 8 Sublease income (3 ) (4 ) (6 ) (8 ) Total lease cost $ 28 $ 30 $ 65 $ 46 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): Successor Predecessor December 31, December 31, Operating Leases Operating lease right-of-use asse $ 120 $ 129 Current operating lease liabilities 44 41 Noncurrent operating lease liabilities 139 155 Total operating lease liabilities $ 183 $ 196 Finance Leases Fixed assets, net $ 62 $ 83 Current finance lease liabilities 27 28 Noncurrent finance lease liabilities 34 59 Total finance lease liabilities $ 61 $ 87 Weighted Average Remaining Lease Term (in years) Operating leases 5.8 6.6 Finance leases 2.7 3.5 Weighted Average Discount Rate Operating leases 4.3 % 5.6 % Finance leases 4.4 % 4.4 % |
Schedule of Supplemental cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (in millions): Successor Predecessor Six Months Six Months Ended Year Ended 2021 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27 $ 22 $ 42 $ 36 Operating cash flows from finance leases 2 2 4 4 Financing cash flows from finance leases 14 17 24 13 Right-of Operating leases $ 2 $ 10 $ 26 $ 58 Finance leases 2 2 62 24 |
Summary of Future Lease Payments for Lease Obligations | Future lease payments for lease obligations with initial terms in excess of one year as of December 31, 2021 are as follows (in millions): Finance Operating 2022 $ 23 $ 38 2023 22 34 2024 16 33 2025 4 22 2026 — 17 Thereafter — 46 Total lease payments 65 190 Less: amount representing interest (4 ) (27 ) Total lease obligations, net 61 163 Less: current portion of lease obligations, net (27 ) (37 ) Total long-term portion of lease obligations, net $ 34 $ 126 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) | Jul. 02, 2021 | Dec. 31, 2021 |
Basis Of Presentation And Nature Of Business [Line Items] | ||
Date of incorporation | Mar. 26, 2020 | |
Foley Trasimene Acquisition Corp | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Business combination, closing date of acquisition | Jul. 2, 2021 | |
Foley Trasimene Acquisition Corp | Alight Holdings | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Non-voting ownership percentage held by noncontrolling interest | 15.00% | |
Alight | Foley Trasimene Acquisition Corp | Alight Holdings | ||
Basis Of Presentation And Nature Of Business [Line Items] | ||
Percentage of economic interest | 85.00% | |
Business combination, percentage of voting power | 100.00% |
Accounting Policies and Pract_4
Accounting Policies and Practices - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2021 | |
Accounting Policies And Practices [Line Items] | ||||||
Cash and cash equivalents | $ 372 | $ 372 | $ 506 | |||
Allowance for expected credit losses | 5 | $ 5 | 15 | $ 0 | ||
Foreign exchange gains (losses) | $ 4 | $ 9 | $ 2 | $ 2 | ||
Business combination tax receivable agreement percentage of benefit deemed to realize | 85.00% | |||||
Minimum percentage of unrecognized tax benefit likely to be realized | 50.00% | |||||
ASU 2020-04 | ||||||
Accounting Policies And Practices [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||
Change in accounting principle, accounting standards update, adoption date | Mar. 12, 2020 | Mar. 12, 2020 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||
ASU 2020-08 | ||||||
Accounting Policies And Practices [Line Items] | ||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||
ASU 2021-08 | ||||||
Accounting Policies And Practices [Line Items] | ||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 |
Accounting Policies and Pract_5
Accounting Policies and Practices - Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Lesser of the life of an associated license, or 4 to 7 years |
Capitalized Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Capitalized Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Lesser of estimated useful life or lease term, not to exceed 10 years |
Leasehold Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 10 years |
Furniture, Fixtures and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Furniture, Fixtures and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 10 years |
Computer Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 6 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |
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] | |
Practical expedient description | For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). |
Payroll and Cloud Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 7 years |
Other Solutions | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 15 years |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Revenue recognition contract terms | 3 years |
Minimum | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Expected life of the underlying customer relationships | 3 years |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Revenue recognition contract terms | 5 years |
Maximum | Customer Relationships | |
Disaggregation Of Revenue [Line Items] | |
Expected life of the underlying customer relationships | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | Oct. 01, 2021USD ($) | Jul. 02, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)Acquisition | Dec. 31, 2020USD ($)Acquisition | Dec. 31, 2019USD ($) | Jul. 01, 2021USD ($) |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 3,638 | $ 3,638 | $ 2,250 | $ 3,638 | $ 2,245 | $ 3,383 | |||
Number of business acquisition completed | Acquisition | 1 | 1 | |||||||
Revenue | 1,554 | 1,361 | $ 2,728 | $ 2,552 | |||||
Technology Related Intangibles | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, Useful life | 5 years 6 months | ||||||||
Foley Trasimene Acquisition Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 5,010 | ||||||||
Business combination, deferred underwriting costs related to initial public offering | 36 | ||||||||
Business combination, fees related to PIPE Investment | 37 | ||||||||
Business combination, acquisition-related costs | 21 | ||||||||
Business combination, seller transaction costs | 39 | ||||||||
Business combination, advisory and investment banker fees | 36 | ||||||||
Business combination, certain executive compensation related expenses | 36 | ||||||||
Goodwill | 3,383 | ||||||||
Business acquisition, pro forma nonrecurring, direct transaction costs | $ 11 | ||||||||
Other current assets | 162 | ||||||||
Other assets | 425 | ||||||||
Other current liabilities | 293 | ||||||||
Other liabilities | 396 | ||||||||
Fair value of fixed assets | 205 | ||||||||
Fair value of noncontrolling | 800 | ||||||||
Goodwill tax deductible | $ 1,600 | ||||||||
Foley Trasimene Acquisition Corp | Purchase Accounting Measurement | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | 40 | ||||||||
Goodwill | 27 | 27 | $ 27 | ||||||
Other current assets | 3 | 3 | 3 | ||||||
Other assets | 15 | 15 | 15 | ||||||
Other current liabilities | 9 | 9 | 9 | ||||||
Other liabilities | 15 | 15 | 15 | ||||||
Fair value of fixed assets | 1 | 1 | 1 | ||||||
Deferred taxes | 7 | 7 | 7 | ||||||
Fair value of noncontrolling | $ 38 | 38 | $ 38 | ||||||
Foley Trasimene Acquisition Corp | Customer Related and Contract Based Intangibles | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, Useful life | 15 years | ||||||||
Foley Trasimene Acquisition Corp | Technology Related Intangibles | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, Useful life | 6 years | ||||||||
Retiree Health Exchange | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 78 | ||||||||
Other current assets | 29 | ||||||||
Goodwill tax deductible | $ 78 | ||||||||
Revenue | 123 | ||||||||
Retiree Health Exchange | Selling, general and administrative expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, acquisition-related costs | $ 3 | $ 1 | |||||||
Retiree Health Exchange | Customer Related and Contract Based Intangibles | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, Useful life | 13 years | ||||||||
Retiree Health Exchange | Technology Related Intangibles | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets, Useful life | 5 years |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Consideration Transferred (Details) - Foley Trasimene Acquisition Corp $ in Millions | Jul. 02, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash consideration to prior equityholders | $ 1,055 |
Repayment of debt | 1,814 |
Total cash consideration | 2,869 |
Continuing unitholders rollover equity into the Company | 1,414 |
Consideration transferred | 5,010 |
Noncontrolling interest | 800 |
Tax Receivable Agreement | |
Business Acquisition [Line Items] | |
Contingent consideration | 618 |
Seller Earnouts | |
Business Acquisition [Line Items] | |
Contingent consideration | $ 109 |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Consideration Transferred (Parenthetical) (Details) - Foley Trasimene Acquisition Corp $ / shares in Units, shares in Millions, $ in Billions | Jul. 02, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Business acquisition, equity interest issued, number of shares | shares | 141 |
Business acquisition, equity interest issued, total fair value | $ | $ 1.4 |
Business acquisition, equity interest issued, share price per share | $ / shares | $ 10 |
Acquisitions - Summary of Pre_3
Acquisitions - Summary of Preliminary Purchase Price allocation (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Oct. 01, 2021 | Jul. 02, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 3,638 | $ 3,383 | $ 2,250 | $ 2,245 | ||
Foley Trasimene Acquisition Corp | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 460 | |||||
Receivables | 486 | |||||
Fiduciary assets | 1,015 | |||||
Other current assets | 162 | |||||
Fixed assets | 205 | |||||
Other assets | 425 | |||||
Accounts payable and accrued liabilities | (327) | |||||
Fiduciary liabilities | (1,015) | |||||
Other current liabilities | (293) | |||||
Debt assumed | (2,370) | |||||
Deferred tax liabilities | (3) | |||||
Other liabilities | (396) | |||||
Intangible assets | 4,078 | |||||
Total identifiable net assets | 2,427 | |||||
Goodwill | $ 3,383 | |||||
Retiree Health Exchange | ||||||
Business Acquisition [Line Items] | ||||||
Receivables | $ 1 | |||||
Other current assets | 29 | |||||
Accounts payable and accrued liabilities | $ (13) | |||||
Intangible assets | 104 | |||||
Total identifiable net assets | 121 | |||||
Goodwill | 78 | |||||
Total consideration | $ 199 |
Acquisitions - Summary of Pre_4
Acquisitions - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Millions | Jul. 02, 2021 | Dec. 31, 2021 |
Definite Lived Trade Names | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, Useful life | 14 years 3 months 18 days | |
Definite Lived Trade Names | Foley Trasimene Acquisition Corp | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, Fair value | $ 400 | |
Identifiable intangible assets, Useful life | 15 years | |
Technology Related Intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, Useful life | 5 years 6 months | |
Technology Related Intangibles | Foley Trasimene Acquisition Corp | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, Fair value | $ 222 | |
Identifiable intangible assets, Useful life | 6 years | |
Customer Related and Contract Based Intangibles | Foley Trasimene Acquisition Corp | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, Fair value | $ 3,456 | |
Identifiable intangible assets, Useful life | 15 years |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro forma Financial Information (Details) - Foley Trasimene Acquisition Corp - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 2,915 | $ 2,728 |
Pro forma net loss | (26) | (158) |
Pro forma net loss attributable to controlling interest | (17) | (129) |
Pro forma net loss attributable to noncontrolling interest | $ (9) | $ (29) |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Other Financial Data [Abstract] | |||
Billed and unbilled receivables | $ 520 | $ 547 | |
Allowance for expected credit losses | (5) | $ 0 | (15) |
Balance at end of period | $ 515 | $ 532 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2021 | |
Other Financial Data [Line Items] | ||||||
Allowance for expected credit losses | $ 5 | $ 5 | $ 15 | $ 0 | ||
Business combination, fixed assets acquired, accumulated depreciation | $ 0 | |||||
Fixed assets, net | 236 | $ 236 | 334 | |||
Contract with customer, liability, revenue recognized | 44 | $ 101 | 175 | $ 155 | ||
Operating lease expiration period | 2030 | |||||
Finance Leased Assets Included in Computer Equipment | ||||||
Other Financial Data [Line Items] | ||||||
Fixed assets, net | 62 | $ 62 | 83 | |||
Interest Rate Swaps | ||||||
Other Financial Data [Line Items] | ||||||
Derivative asset, noncurrent | 16 | 16 | ||||
Derivative Asset, Current | 1 | 1 | ||||
Derivative liability, current | 8 | 8 | 28 | |||
Derivative liability, noncurrent | 1 | 1 | 19 | |||
Other Current Liabilities | ||||||
Other Financial Data [Line Items] | ||||||
Deferred compensation liability | 83 | $ 83 | ||||
Cost of Services, Exclusive of Depreciation and Amortization | ||||||
Other Financial Data [Line Items] | ||||||
Amortization expense | $ 31 | $ 33 | $ 74 | $ 66 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 39 | $ 53 |
Prepaid expenses | 66 | 57 |
Commissions receivable | 148 | 32 |
Other | 49 | 21 |
Total | $ 302 | $ 163 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 274 | $ 228 |
Operating lease right of use asset | 120 | 129 |
Commissions receivable | 34 | 25 |
Other | 44 | 26 |
Total | $ 472 | $ 408 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Fixed Assets, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | $ 267 | $ 546 |
Less: Accumulated depreciation | 31 | 212 |
Fixed assets, net | 236 | 334 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 55 | 242 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 40 | 63 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 102 | 192 |
Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | 12 | 21 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total Fixed assets, gross | $ 58 | $ 28 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 148 | $ 148 |
Less: current portion of lease obligations, net | 44 | 41 |
Less: current portion of lease obligations, net | 27 | 28 |
Other | 182 | 107 |
Total | $ 401 | $ 324 |
Other Financial Data - Summar_6
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 55 | $ 60 |
Total long-term portion of lease obligations, net | 139 | 155 |
Total long-term portion of lease obligations, net | 34 | 59 |
Unrecognized tax positions | 44 | 48 |
Other | 81 | 125 |
Total | $ 353 | $ 447 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Goodwill [Line Items] | ||
Balance | $ 3,383 | $ 2,245 |
Measurement period adjustments | 2 | |
Foreign currency translation | 3 | |
Acquisitions | 255 | |
Balance | 3,638 | 2,250 |
Employer Solutions | ||
Goodwill [Line Items] | ||
Balance | 3,309 | 1,985 |
Measurement period adjustments | 2 | |
Foreign currency translation | 2 | |
Acquisitions | 255 | |
Balance | 3,564 | 1,989 |
Professional Services | ||
Goodwill [Line Items] | ||
Balance | 74 | 260 |
Foreign currency translation | 1 | |
Acquisitions | ||
Balance | $ 74 | $ 261 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 0 | $ 0 | ||||
Amortization of intangible assets | $ 153,000,000 | $ 100,000,000 | $ 200,000,000 | $ 185,000,000 | ||
Accumulated amortization | $ 153,000,000 | $ 153,000,000 | $ 672,000,000 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | $ 4,323,000,000 | $ 2,405,000,000 | |
Intangible assets, Accumulated Amortization | 153,000,000 | $ 0 | 672,000,000 |
Intangible assets, Net Carrying Amount | 4,170,000,000 | 1,733,000,000 | |
Customer Related and Contract Based Intangibles | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 3,662,000,000 | 2,078,000,000 | |
Intangible assets, Accumulated Amortization | 119,000,000 | 486,000,000 | |
Intangible assets, Net Carrying Amount | 3,543,000,000 | 1,592,000,000 | |
Technology Related Intangibles | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 254,000,000 | 316,000,000 | |
Intangible assets, Accumulated Amortization | 20,000,000 | 180,000,000 | |
Intangible assets, Net Carrying Amount | 234,000,000 | 136,000,000 | |
Trade Name | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 407,000,000 | 8,000,000 | |
Intangible assets, Accumulated Amortization | 14,000,000 | 6,000,000 | |
Intangible assets, Net Carrying Amount | $ 393,000,000 | 2,000,000 | |
Trade Name | |||
Intangible Assets | |||
Intangible assets, Carrying Amount | $ 3,000,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 4,170 | $ 1,733 |
Customer Related and Contract Based Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 3,543 | 1,592 |
Intangible assets, Weighted Average Remaining Useful Lives | 14 years 6 months | |
Technology Related Intangibles | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 234 | 136 |
Intangible assets, Weighted Average Remaining Useful Lives | 5 years 6 months | |
Trade Name | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangible assets, Net Carrying Amount | $ 393 | $ 2 |
Intangible assets, Weighted Average Remaining Useful Lives | 14 years 3 months 18 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Expected Annual Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Customer Related and Contract Based Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | $ 245 | |
2023 | 245 | |
2024 | 245 | |
2025 | 245 | |
2026 | 245 | |
Thereafter | 2,318 | |
Intangible assets, Net Carrying Amount | 3,543 | $ 1,592 |
Technology Related Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | 43 | |
2023 | 43 | |
2024 | 43 | |
2025 | 43 | |
2026 | 42 | |
Thereafter | 20 | |
Intangible assets, Net Carrying Amount | 234 | 136 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | 28 | |
2023 | 28 | |
2024 | 28 | |
2025 | 28 | |
2026 | 27 | |
Thereafter | 254 | |
Intangible assets, Net Carrying Amount | $ 393 | $ 2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate | (109.00%) | 16.00% | (10.00%) | 44.00% | |
U.S. statutory corporate income tax rate | 21.00% | ||||
Valuation allowances increased | $ 71 | ||||
Liability uncertain tax positions would impact the effective tax rate | $ 27 | 27 | $ 30 | ||
Accrued potential interest and penalties | 17 | 17 | 18 | ||
Decrease in unrecognized tax benefits | (35) | ||||
U.S. | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 313 | $ 313 | |||
Foreign | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards | $ 154 |
Income Taxes - Schedule of (Los
Income Taxes - Schedule of (Loss) income before income tax expense (benefit) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
U.S. (loss) income | $ (14) | $ (28) | $ (88) | $ 26 |
Non-U.S. (loss) income | (9) | (2) | (6) | 12 |
(Loss) Income Before Income Tax Expense (Benefit) | $ (23) | $ (30) | $ (94) | $ 38 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||||
Federal | $ 17 | $ 1 | ||
State | 3 | $ 1 | ||
Foreign | 6 | (5) | $ 9 | 13 |
Total current tax expense (benefit) | 26 | (4) | 9 | 14 |
Deferred tax expense: | ||||
Federal | (1) | |||
State | 1 | |||
Foreign | (1) | (1) | 2 | |
Total deferred tax (benefit) expense | (1) | (1) | 2 | |
Total income tax expense (benefit) | $ 25 | $ (5) | $ 9 | $ 16 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Effective Tax Rate (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
(Loss) income before income tax expense (benefit) | $ (23) | $ (30) | $ (94) | $ 38 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Provision for income taxes at the statutory rate | (5) | |||
State income taxes, net of federal benefit | 3 | 1 | 1 | |
Jurisdictional rate differences | (11) | (1) | 9 | 15 |
Changes in valuation allowances | 23 | (2) | ||
Benefit of income not allocated to the Company | 1 | |||
Income in separate U.S. tax consolidations | 16 | |||
Non-deductible expenses | 8 | (2) | ||
Tax credits | (4) | |||
Change in uncertain tax positions | (5) | |||
Other | (1) | (2) | (1) | |
Total income tax expense (benefit) | $ 25 | $ (5) | $ 9 | $ 16 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Provision for income taxes at the statutory rate | 21.00% | |||
State income taxes, net of federal benefit | (12.00%) | 3.00% | ||
Jurisdictional rate differences | 49.00% | (3.00%) | (11.00%) | 41.00% |
Changes in valuation allowances | (100.00%) | 6.00% | ||
Benefit of income not allocated to the Company | (4.00%) | |||
Income in separate U.S. tax consolidations | (68.00%) | |||
Non-deductible expenses | (35.00%) | 6.00% | ||
Tax credits | 19.00% | |||
Change in uncertain tax positions | 24.00% | |||
Other | (3.00%) | 7.00% | 1.00% | |
Income tax expense (benefit) | (109.00%) | 16.00% | (10.00%) | 44.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Employee benefit plans | $ 2 | $ 1 |
Interest | 13 | |
Other credits | 39 | |
Tax receivable agreement | 64 | |
Other accrued expenses | 10 | 4 |
Seller Earnouts | 35 | |
Fixed assets | 2 | 7 |
Intangible assets | 1 | |
Net operating losses | 313 | 154 |
Other | 4 | 3 |
Total | 482 | 170 |
Valuation allowance on deferred tax assets | (226) | (155) |
Total | 256 | 15 |
Deferred tax liabilities | ||
Intangible assets | (33) | (3) |
Investment in partnership | (246) | |
Other | (10) | (7) |
Total | (289) | (10) |
Net deferred tax (liability) asset | $ 5 | |
Net deferred tax (liability) asset | $ (33) |
Income Taxes - Schedule of Amou
Income Taxes - Schedule of Amount of Uncertain Tax Positions (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 35 | $ 34 | $ 56 |
Reductions for tax positions of prior years | (19) | ||
Lapse of statute of limitations | (5) | (3) | |
Additions for tax positions of prior years | 1 | ||
Ending balance | $ 30 | $ 35 | $ 34 |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 2,858 | $ 4,150 | ||||||
Less: term loan and senior note financing fees and premium, net | (72) | |||||||
Total debt, net | 2,868 | 4,078 | ||||||
Less: current portion of long term debt, net | (38) | (37) | ||||||
Total long-term debt, net | 2,830 | 4,041 | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 72 | $ 634 | ||||||
Maturity Date | May 1, 2024 | May 1, 2024 | ||||||
Term Loan, Amended | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 1,958 | $ 1,976 | ||||||
Total debt, net | $ 1,986 | |||||||
Maturity Date | Oct. 31, 2026 | Oct. 31, 2026 | Oct. 31, 2026 | |||||
Term Loan, Third Incremental | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | [1] | $ 517 | ||||||
Total debt, net | $ 525 | |||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | [1] | |||||
Secured Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 314 | $ 300 | ||||||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 | Jun. 1, 2025 | |||||
Unsecured Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 1,230 | |||||||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 | ||||||
$24m Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity Date | May 1, 2022 | |||||||
$226m Revolving Credit Facility, Amended | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity Date | Oct. 31, 2024 | Oct. 31, 2024 | ||||||
$294m Revolving Credit Facility, Amended | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | ||||||
Other | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross debt | $ 7 | |||||||
Line of credit | $ 7 | $ 10 | ||||||
Maturity Date | Jun. 30, 2022 | Dec. 31, 2021 | ||||||
[1] | The net balance for the Third Incremental Term Loan includes unamortized debt issuance costs of $6 million. |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Term Loan, Third Incremental | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 6 | |||
$24m Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 24 | |||
$226m Revolving Credit Facility, Amended | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 226 | |||
$294m Revolving Credit Facility, Amended | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 294 | $ 294 | $ 226 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Nov. 30, 2017 | ||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate increase in debt liability | $ 60 | |||||||||||||||
Debt balance | $ 2,868 | 2,868 | $ 4,078 | |||||||||||||
Amortization of financing fees and benefits | (2) | |||||||||||||||
Interest expense related to debt instruments | 53 | $ 105 | 204 | $ 223 | ||||||||||||
Interest Expense | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of financing fees and benefits | 2 | 8 | 17 | 17 | ||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 5 years | |||||||||||||||
Maturity Date | May 1, 2022 | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 250 | |||||||||||||||
Line of credit | 0 | $ 0 | ||||||||||||||
Capitalized financing fees | $ 1 | |||||||||||||||
Revolving Credit Facility | Other Current Assets | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unamortized financing fees | 1 | |||||||||||||||
Amended Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | ||||||||||||||
Line of credit, maximum borrowing capacity | $ 294 | $ 226 | 294 | $ 294 | ||||||||||||
Unused letters of credit | 4 | 4 | ||||||||||||||
Proceeds from Lines of Credit | 0 | |||||||||||||||
Amended Revolving Credit Facility | Other Assets | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unamortized financing fees | 1 | 1 | ||||||||||||||
Unamortized financing fees | 1 | $ 1 | $ 1 | |||||||||||||
$226m Revolving Credit Facility, Amended | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Oct. 31, 2024 | Oct. 31, 2024 | ||||||||||||||
Line of credit, maximum borrowing capacity | $ 226 | |||||||||||||||
Other | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Jun. 30, 2022 | Dec. 31, 2021 | ||||||||||||||
Revolving credit facility acquired | $ 21 | |||||||||||||||
Line of credit | 7 | $ 7 | $ 10 | |||||||||||||
Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 7 years | |||||||||||||||
Repayments of principal to refinance debt | $ 270 | |||||||||||||||
Maturity Date | May 1, 2024 | May 1, 2024 | ||||||||||||||
Repayment of principal | $ 556 | $ 556 | ||||||||||||||
Principal payment | $ 571 | |||||||||||||||
Term Loan | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.0275% | |||||||||||||||
Term Loan | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.03% | |||||||||||||||
Term Loan, Amended | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 1,986 | |||||||||||||||
Maturity Date | Oct. 31, 2026 | Oct. 31, 2026 | Oct. 31, 2026 | |||||||||||||
Debt instrument, variable interest rate basis | 1-month | |||||||||||||||
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 | $ 13 | $ 298 | ||||||||||||||
Swap agreement expiration period | 2024-05 | |||||||||||||||
Term Loan, Amended | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.005% | |||||||||||||||
Term Loan, Amended | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.0325% | |||||||||||||||
Term Loan, Amended | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.035% | |||||||||||||||
Term Loan, Third Incremental | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 525 | |||||||||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | [1] | |||||||||||||
First mandatory principal payment due | Dec. 31, 2021 | |||||||||||||||
Term Loan, Third Incremental | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.03% | |||||||||||||||
Term Loan, Third Incremental | LIBOR | Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Aug. 31, 2028 | |||||||||||||||
Amended Term Loan, Third Incremental | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.005% | |||||||||||||||
Secured Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 | Jun. 1, 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 | |||||||||||||||
Face amount | $ 300 | |||||||||||||||
Interest rate | 5.75% | |||||||||||||||
Debt payment beginning date | Dec. 1, 2020 | |||||||||||||||
Unsecured Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 | ||||||||||||||
Payment terms | interest at a fixed rate of 6.750% per annum, payable semi-annually on June 1 and December 1 of each year. | |||||||||||||||
Face amount | $ 270 | $ 500 | $ 280 | $ 180 | ||||||||||||
Interest rate | 6.75% | |||||||||||||||
[1] | The net balance for the Third Incremental Term Loan includes unamortized debt issuance costs of $6 million. |
Debt - Schedule of Aggregate Co
Debt - Schedule of Aggregate Contractual Principal Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 38 | |
2023 | 32 | |
2024 | 84 | |
2025 | 325 | |
2026 | 1,882 | |
Thereafter | 497 | |
Total payments | $ 2,858 | $ 4,150 |
Stockholders' and Members' Eq_3
Stockholders' and Members' Equity - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021shares | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020shares | Dec. 31, 2019shares | Jul. 02, 2021shares | |
Class Of Stock [Line Items] | |||||
Preferred stock, authorized | 1,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||
Preferred stock, issued | 0 | ||||
Preferred stock, outstanding | 0 | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 464,103,972 | ||||
Common stock, shares outstanding | 464,103,972 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock, shares authorized | 1,000,000,000 | ||||
Unvested Class A common stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 7,821,091 | ||||
Common stock, shares outstanding | 7,821,091 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 9,980,906 | ||||
Common stock, shares outstanding | 9,980,906 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Issuance of common units | 14,999,998 | ||||
Common stock, shares authorized | 20,000,000 | ||||
Unvested Common Class B | |||||
Class Of Stock [Line Items] | |||||
Issuance of employee compensation | 848,238 | ||||
Class B-1 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 4,990,453 | ||||
Common stock, shares outstanding | 4,990,453 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock shares related to employee compensation, unvested | 424,119 | ||||
Common stock conversion, description | Class B-1 common shares 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 Class A common shares equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||
Common stock shares convertible threshold trading days | 20 days | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||
Class B-1 Common Stock | Alight Holdings | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 2,509,546 | ||||
Common stock, shares outstanding | 2,509,546 | ||||
Common stock conversion, description | Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the Class A common shares equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||
Common stock shares convertible threshold trading days | 20 days | ||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||
Class B-2 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 4,990,453 | ||||
Common stock, shares outstanding | 4,990,453 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock shares related to employee compensation, unvested | 424,119 | ||||
Common stock conversion, description | Class B-2 common shares vest and automatically convert into shares of Class A common shares on a 1-for-1 basis if the VWAP of the Class A common shares 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 Stock | Alight Holdings | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 2,509,546 | ||||
Common stock, shares outstanding | 2,509,546 | ||||
Common stock conversion, description | Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the Class A common shares 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 | 77,459,687 | ||||
Common stock, shares outstanding | 77,459,687 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock shares conversion ratio | 1 | ||||
Common stock, shares authorized | 175,000,000 | ||||
Common shares, votes per share | Vote | 1 | ||||
Shares, outstanding | 77,459,687 | 77,459,687 | |||
Class Z Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 5,595,577 | 8,671,507 | |||
Common stock, shares outstanding | 5,595,577 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock, shares authorized | 12,900,000 | ||||
Shares, outstanding | 5,595,577 | 5,595,577 | |||
Class Z-A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 5,046,819 | ||||
Common stock, shares outstanding | 5,046,819 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Class Z-B-1 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 274,379 | ||||
Common stock, shares outstanding | 274,379 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Class Z-B-2 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 274,379 | ||||
Common stock, shares outstanding | 274,379 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Class Z Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 3,075,930 | ||||
Common stock, shares outstanding | 3,075,930 | ||||
Class Z-A Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 2,774,272 | ||||
Common stock, shares outstanding | 2,774,272 | ||||
Class Z-B-1 Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 150,829 | ||||
Common stock, shares outstanding | 150,829 | ||||
Class Z-B-2 Common Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 150,829 | ||||
Common stock, shares outstanding | 150,829 | ||||
Class A Units | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares outstanding | 541,563,659 | ||||
Shares, outstanding | 464,103,972 | ||||
Held by non controlling interest | 77,459,687 | ||||
Common Class A Units | |||||
Class Of Stock [Line Items] | |||||
Common units granted | 0 | 0 | 0 | ||
Common units/stock voting rights | Each holder of Class A common units is entitled to one vote per unit. | ||||
Common Class A-1 Units | |||||
Class Of Stock [Line Items] | |||||
Common units granted | 643 | 0 | 0 | ||
Common units/stock voting rights | Holders of Class A-1 common units are not entitled to voting rights. | ||||
Common Class B Units | |||||
Class Of Stock [Line Items] | |||||
Common units granted | 0 | 7,459 | 2,587 | ||
Common units/stock voting rights | Holders of Class B common units are not entitled to voting rights. |
Stockholders' and Members' Eq_4
Stockholders' and Members' Equity - Schedule of Changes in Outstanding Stock (Details) | 6 Months Ended | |
Dec. 31, 2021shares | ||
Common Class A | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 438,968,920 | |
Warrant redemption | 15,315,429 | |
Shares granted upon vesting | 1,972,134 | |
Balance, Shares | 456,282,881 | |
Common Class A | Board of Directors | ||
Class Of Stock [Line Items] | ||
Issuance for compensation to non-employees | 26,398 | [1] |
Common Class B1 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,990,453 | |
Balance, Shares | 4,990,453 | |
Common Class B2 | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 4,990,453 | |
Balance, Shares | 4,990,453 | |
Class V Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 77,459,687 | |
Balance, Shares | 77,459,687 | |
Class Z Common Stock | ||
Class Of Stock [Line Items] | ||
Balance, Shares | 5,595,577 | |
Balance, Shares | 5,595,577 | |
[1] | Issued to certain members of the Board of Directors in lieu of cash retainer. |
Stockholders' and Members' Eq_5
Stockholders' and Members' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | $ 691 | $ 683 | $ 805 | $ 818 | |
Balance | 691 | 683 | 805 | ||
Foreign Currency Translation Adjustments | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | 13 | 5 | (3) | (9) | |
Other comprehensive (loss) income before reclassifications, net of tax | 8 | 8 | 6 | ||
Net current period other comprehensive (loss) income, net of tax | 8 | 8 | 6 | ||
Balance | 13 | 5 | (3) | ||
Interest Rate Swaps | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | [1] | (24) | (47) | (22) | 12 |
Other comprehensive income (loss) before reclassifications | [1] | (9) | |||
Tax benefit | [1] | 2 | |||
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (7) | 9 | (47) | (30) |
Amounts reclassified from accumulated other comprehensive loss | [1] | (1) | |||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | [1] | (1) | 14 | 22 | (4) |
Net current period other comprehensive (loss) income, net of tax | [1] | (8) | 23 | (25) | (34) |
Balance | [1] | (8) | (24) | (47) | (22) |
Accumulated Other Comprehensive (Loss) Income | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | (11) | (42) | (25) | 3 | |
Other comprehensive income (loss) before reclassifications | (9) | ||||
Tax benefit | 2 | ||||
Other comprehensive (loss) income before reclassifications, net of tax | (7) | 17 | (39) | (24) | |
Amounts reclassified from accumulated other comprehensive loss | (1) | ||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (1) | 14 | 22 | (4) | |
Net current period other comprehensive (loss) income, net of tax | (8) | 31 | (17) | (28) | |
Balance | $ (8) | $ (11) | $ (42) | $ (25) | |
[1] | Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Summary of Unit Activity related to RSUs (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
RSUs [Member] | Predecessor Plans [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Beginning Balance | 2,614 | 2,999 | 2,907 | 3,525 | |
Granted | 254 | 1,990 | 862 | ||
Vested | (517) | (944) | (1,123) | ||
Forfeited | (121) | (954) | (357) | ||
Ending Balance | 2,614 | 2,999 | 2,907 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 6,741 | $ 4,563 | $ 4,785 | $ 5,347 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | 28,875 | 4,578 | 4,578 | ||
Weighted Average Grant Date Fair Value Per Unit, Vested | 5,459 | 5,374 | 6,581 | ||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 4,527 | 4,491 | 4,037 | ||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 6,741 | $ 4,563 | $ 4,785 | ||
RSUs [Member] | Successor Plans [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Beginning Balance | [1] | 854,764 | |||
Granted | [1] | 9,475,330 | |||
Vested | [1] | (3,014,054) | |||
Forfeited | [1] | (167,624) | |||
Ending Balance | [1] | 7,148,416 | 854,764 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 9.91 | ||||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.60 | ||||
Weighted Average Grant Date Fair Value Per Unit, Vested | 12.62 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.64 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 12.27 | $ 9.91 | |||
Performance-based RSUs [Member] | Predecessor Plans [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Beginning Balance | 9,045 | 9,223 | 7,563 | 6,492 | |
Granted | 389 | 5,469 | 1,725 | ||
Forfeited | (567) | (3,809) | (654) | ||
Ending Balance | 9,045 | 9,223 | 7,563 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 4,888 | $ 4,015 | $ 3,350 | $ 2,952 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | 24,420 | 4,572 | 4,572 | ||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 2,626 | 3,513 | 2,626 | ||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 4,888 | $ 4,015 | $ 3,350 | ||
Performance-based RSUs [Member] | Successor Plans [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Beginning Balance | [1] | 7,816,743 | |||
Granted | [1] | 9,107,424 | |||
Forfeited | [1] | (181,054) | |||
Ending Balance | [1] | 16,743,113 | 7,816,743 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 9.56 | ||||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.63 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.51 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 11.20 | $ 9.56 | |||
[1] | These share totals include both unvested shares and restricted stock units. |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 115 | ||||
Total future compensation expense | 156 | $ 156 | |||
Remaining weighted-average amortization period | 2 years 2 months 12 days | ||||
RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | 119 | ||||
Total future compensation expense | 84 | $ 84 | |||
Remaining weighted-average amortization period | 1 year 7 months 6 days | ||||
RSUs and PRSUs[Member] | |||||
Class Of Stock [Line Items] | |||||
Share-based compensation | $ 67 | $ 5 | $ 5 | $ 9 | |
2021 Omnibus Incentive Plan | Time-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 3 years | ||||
Percentage of units granted subject to vesting requirements | 50.00% | 50.00% | |||
2021 Omnibus Incentive Plan | Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of units granted subject to vesting requirements | 50.00% | 50.00% |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Earnings Per Share (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator | |
Net loss attributable to Alight, Inc. - basic and diluted | $ | $ (35) |
Denominator | |
Weighted average shares outstanding - basic and diluted | shares | 439,800,624 |
Basic and diluted net loss per share | $ / shares | $ (0.08) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 6 Months Ended |
Dec. 31, 2021shares | |
RSUs [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,007,072 |
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 |
Performance-based RSUs [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,036,220 |
Noncontrolling Interest | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 77,459,687 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable Segments by Revenue (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,554 | $ 1,361 | $ 2,728 | $ 2,552 |
Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,347 | 1,156 | 2,288 | 2,084 |
Employer Solutions | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,213 | 1,049 | 2,051 | 1,834 |
Employer Solutions | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 134 | 107 | 237 | 250 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 186 | 184 | 368 | 285 |
Professional Services | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 65 | 60 | 108 | 56 |
Professional Services | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 121 | 124 | 260 | 229 |
Hosted Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 21 | $ 21 | $ 72 | $ 183 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Current Reportable Segments by Segment Profit (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||||
Segment Profit | $ 343 | $ 278 | $ 564 | $ 596 | |
Share-based compensation | 67 | 5 | 5 | 9 | |
Transaction and integration expenses | [1] | 13 | |||
Non-recurring professional expenses | [2] | 19 | 18 | 14 | |
Transformation initiatives | [3] | 8 | 22 | ||
Restructuring | 5 | 9 | 77 | 14 | |
Other | [4] | (10) | (5) | 36 | 19 |
Depreciation | 31 | 49 | 91 | 68 | |
Intangible amortization expense | 153 | 100 | 200 | 185 | |
Operating Income | 65 | 102 | 147 | 265 | |
Loss from change in fair value of financial instruments | 65 | ||||
Gain from change in fair value of tax receivable agreement | (37) | ||||
Interest expense | 57 | 123 | 234 | 224 | |
Other expense, net | 3 | 9 | 7 | 3 | |
(Loss) Income Before Income Tax Expense (Benefit) | (23) | (30) | (94) | 38 | |
Employer Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Segment Profit | 344 | 274 | 533 | 554 | |
Professional Services | |||||
Segment Reporting Information [Line Items] | |||||
Segment Profit | 1 | 7 | $ 31 | 7 | |
Hosted Business | |||||
Segment Reporting Information [Line Items] | |||||
Segment Profit | $ (2) | $ (3) | $ 35 | ||
[1] | Transaction and integration expenses related to acquisitions in 2021. | ||||
[2] | Non-recurring professional expenses includes external advisor and legal costs related to the Company’s Business Combination. | ||||
[3] | Transformation initiatives in fiscal years 2020 and 2019 includes expenses related to enhancing our data center for both periods, and severance expense for the first half of 2019. | ||||
[4] | Other primarily includes activity related to long-term incentives and expenses related to acquisitions in fiscal years 2020 and 2019, offset by Other expense, net. |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - Customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of single client comprising more than 10% of revenues | 0 | 0 |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Revenue and Long-lived Assets by Geographic Location (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,554 | $ 1,361 | $ 2,728 | $ 2,552 |
Long-lived assets | 356 | 463 | ||
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,358 | 1,168 | 2,353 | 2,361 |
Long-lived assets | 305 | 415 | ||
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 196 | $ 193 | 375 | $ 191 |
Long-lived assets | $ 51 | $ 48 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan (Details) - Interest Rate Swaps | 12 Months Ended |
Dec. 31, 2021USD ($) | |
July 2021 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-07 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 557,500,000 |
Notional Amount Outstanding as of December 31, 2021 | $ 557,500,000 |
Fixed Rate | 2.507% |
Expiration Date | 2022-05 |
July 2021 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-07 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 89,863,420 |
Notional Amount Outstanding as of December 31, 2021 | $ 99,722,020 |
Fixed Rate | 3.0854% |
Expiration Date | 2023-02 |
December 2021 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 181,205,050 |
Notional Amount Outstanding as of December 31, 2021 | $ 165,545,350 |
Fixed Rate | 0.7775% |
Expiration Date | 2024-04 |
December 2021 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Designation Date | 2021-12 |
Effective Date | 2020-08 |
Initial Notional Amount | $ 388,877,200 |
Notional Amount Outstanding as of December 31, 2021 | $ 370,980,400 |
Fixed Rate | 0.743% |
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 |
Fixed Rate | 0.517% |
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 |
Fixed Rate | 0.5127% |
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 | 1.7258% |
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 | 1.729% |
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 | 1.745% |
Expiration Date | 2025-06 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021InterestRateSwap | Jul. 31, 2021USD ($)Hedges | May 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Derivative [Line Items] | ||||
Number of hedges terminated | Hedges | 3 | |||
Number of previously unfloored hedges amended | Hedges | 2 | |||
Interest rate floor basis points | 0.50% | |||
Derivative losses included in Accumulated other comprehensive income to be reclassified into earnings over next twelve months | $ | $ 2 | |||
Derivative, Description of Terms | In December 2021, the Company amended four interest rate swaps to have a maturity date ending in April 2024, compared to May 2024 previously. The Company also entered into three new interest rate swaps that will be effective April 2024 and mature June 2025. | |||
Number of interest rate swaps amended | InterestRateSwap | 4 | |||
Number of interest rate swaps newly entered | InterestRateSwap | 3 | |||
Term Loan | ||||
Derivative [Line Items] | ||||
Repayment of principal | $ | $ 556 | $ 556 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Total Assets | $ 17 | |
Total Liabilities | 9 | $ 47 |
Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 1 | |
Other Assets | ||
Derivatives Fair Value [Line Items] | ||
Total Assets | 16 | |
Other Current Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | 8 | 28 |
Other Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total Liabilities | $ 1 | $ 19 |
Financial Instruments - Seller
Financial Instruments - Seller Earnouts - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Financial Instruments [Abstract] | ||
Fair value of seller earnouts | $ 135 | |
Loss (gain) from change in fair value of seller earnouts | $ 26 |
Financial Instruments - Warrant
Financial Instruments - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | May 26, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 0 | 0 | |
Warrants expiration date | Jul. 2, 2026 | Jul. 2, 2026 | |
Warrants expiration term | 5 years | 5 years | |
Redemption price per warrant (in dollars per share) | $ 0.10 | ||
Number of warrants redeemed | 742,918 | ||
Loss (gain) from change in fair value of warrant liabilities | $ 39 | ||
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | |||
Class Of Warrant Or Right [Line Items] | |||
Redemption price per warrant (in dollars per share) | $ 0.01 | ||
Stock price trigger for redemption of warrants (in dollars per share) | 18 | ||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | |||
Class Of Warrant Or Right [Line Items] | |||
Redemption price per warrant (in dollars per share) | 0.10 | ||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | Minimum | |||
Class Of Warrant Or Right [Line Items] | |||
Stock price trigger for redemption of warrants (in dollars per share) | 10 | ||
Redemption of Warrants When Price per Share of Class A Common Stock Greater than 10.00 but Less than 18.00 | Maximum | |||
Class Of Warrant Or Right [Line Items] | |||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | ||
Class A Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants issued | 15,315,429 | ||
Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of shares issuable per warrant | 1 | 1 | |
Private Placement Warrants | Class A Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Share price per share | $ 11.50 | $ 11.50 | |
FTAC | Forward Purchase Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants to be purchased | 10,000,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Measured at Fair Value on Recurring Basis - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets recorded at fair value | $ 17 | |
Liabilities | ||
Total liabilities recorded at fair value | 758 | |
Interest Rate Swaps | ||
Assets | ||
Total assets recorded at fair value | 17 | |
Liabilities | ||
Total liabilities recorded at fair value | 9 | |
Contingent Consideration Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 33 | |
Seller Earnouts Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 135 | |
Tax Receivable Agreement Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 581 | |
Level 2 | ||
Assets | ||
Total assets recorded at fair value | 17 | |
Liabilities | ||
Total liabilities recorded at fair value | 9 | |
Level 2 | Interest Rate Swaps | ||
Assets | ||
Total assets recorded at fair value | 17 | |
Liabilities | ||
Total liabilities recorded at fair value | 9 | |
Level 3 | ||
Liabilities | ||
Total liabilities recorded at fair value | 749 | |
Level 3 | Contingent Consideration Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 33 | |
Level 3 | Seller Earnouts Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 135 | |
Level 3 | Tax Receivable Agreement Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | $ 581 | |
Alight Holdings | ||
Liabilities | ||
Total liabilities recorded at fair value | $ 73 | |
Alight Holdings | Interest Rate Swaps | ||
Liabilities | ||
Total liabilities recorded at fair value | 47 | |
Alight Holdings | Contingent Consideration Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | 26 | |
Alight Holdings | Level 2 | ||
Liabilities | ||
Total liabilities recorded at fair value | 47 | |
Alight Holdings | Level 2 | Interest Rate Swaps | ||
Liabilities | ||
Total liabilities recorded at fair value | 47 | |
Alight Holdings | Level 3 | ||
Liabilities | ||
Total liabilities recorded at fair value | 26 | |
Alight Holdings | Level 3 | Contingent Consideration Liability | ||
Liabilities | ||
Total liabilities recorded at fair value | $ 26 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Deferred Contingent Consideration Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Beginning balance | $ 29 | ||
Acquisitions | 8 | ||
Accretion of contingent consideration | 0 | ||
Remeasurement of acquisition-related contingent consideration | (2) | ||
Payments | (2) | ||
Ending Balance | 33 | $ 29 | |
Alight Holdings [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Beginning balance | $ 29 | 26 | $ 22 |
Acquisitions | 2 | 3 | |
Accretion of contingent consideration | 1 | ||
Remeasurement of acquisition-related contingent consideration | 8 | ||
Payments | (7) | ||
Ending Balance | $ 29 | $ 26 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of TRA Liability and Seller Earnout Liability (Details) $ in Millions | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Tax Receivable Agreement Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning Balance | $ 618 |
Gain from change in fair value of TRA | (37) |
Ending Balance | 581 |
Seller Earnouts Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning Balance | 109 |
Loss from change in fair value of Seller Earnouts | 26 |
Ending Balance | $ 135 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | $ 38 | $ 37 |
Long term debt | 2,830 | 4,041 |
Total debt, net | 2,868 | 4,078 |
Carrying Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | 38 | |
Long term debt | 2,830 | |
Total debt, net | 2,868 | |
Carrying Value [Member] | Alight Holdings [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | 37 | |
Long term debt | 4,041 | |
Total debt, net | 4,078 | |
Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | 38 | |
Long term debt | 2,834 | |
Total debt, net | $ 2,872 | |
Fair Value [Member] | Alight Holdings [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | 37 | |
Long term debt | 4,090 | |
Total debt, net | $ 4,127 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 | 0 | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 | 0 | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 | 0 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 | 0 | 0 | |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | 0 | 0 | $ 0 | $ 0 | |
Tax Receivable Agreement Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Liability balance | 581,000,000 | 618,000,000 | $ 581,000,000 | ||
Federal, state and local income tax rate | 26.04% | ||||
Seller Earnouts Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination, contingent consideration, liability expected holding period | 6 years 6 months 3 days | ||||
Liability balance | $ 135,000,000 | $ 109,000,000 | $ 135,000,000 | ||
Volatility | Seller Earnouts Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 0.45 | 0.45 | |||
Risk-free Interest Rate | Seller Earnouts Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 0.0140 | 0.0140 | |||
Measurement Input, Discount Rate [Member] | Tax Receivable Agreement Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 0.069 | 0.069 |
Restructuring and Integration -
Restructuring and Integration - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jun. 30, 2021 | |
Restructuring Cost And Reserve [Line Items] | |||
Expected cumulative costs | [1] | $ 140 | |
Total expenses | 105 | ||
Accrued restructuring liability | 4 | $ 6 | |
Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Accrued restructuring liability | 4 | $ 6 | |
The Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Expected cumulative costs | 140 | ||
Expected annual cost savings by 2022 | 196 | ||
Total expenses | 105 | ||
The Plan [Member] | Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Expected cumulative costs | 69 | ||
The Plan [Member] | Other Restructuring Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Expected cumulative costs | $ 71 | ||
[1] | Actual costs, when incurred, may vary due to changes in the assumptions built into the Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives. |
Restructuring and Integration_2
Restructuring and Integration - Summary of Restructuring Costs (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | ||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | $ 5 | ||
Inception to Date | 105 | ||
Estimated Remaining Costs | 35 | ||
Estimated Total Cost | [1] | 140 | |
Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | $ 9 | ||
Employer Solutions | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 4 | ||
Inception to Date | 91 | ||
Estimated Remaining Costs | 30 | ||
Estimated Total Cost | [1] | 121 | |
Employer Solutions | Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 8 | ||
Employer Solutions | Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 1 | ||
Inception to Date | 46 | ||
Estimated Remaining Costs | 13 | ||
Estimated Total Cost | [1] | 59 | |
Employer Solutions | Severance and Related Benefits | Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 6 | ||
Employer Solutions | Other Restructuring Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1],[2] | 3 | |
Inception to Date | [1],[2] | 45 | |
Estimated Remaining Costs | [1],[2] | 17 | |
Estimated Total Cost | [1],[2] | 62 | |
Employer Solutions | Other Restructuring Costs | Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1],[2] | 2 | |
Professional Services | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 1 | ||
Inception to Date | 14 | ||
Estimated Remaining Costs | 5 | ||
Estimated Total Cost | [1] | 19 | |
Professional Services | Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 1 | ||
Professional Services | Severance and Related Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Inception to Date | 8 | ||
Estimated Remaining Costs | 2 | ||
Estimated Total Cost | [1] | 10 | |
Professional Services | Severance and Related Benefits | Alight Holdings | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | $ 1 | ||
Professional Services | Other Restructuring Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1],[2] | 1 | |
Inception to Date | [1],[2] | 6 | |
Estimated Remaining Costs | [1],[2] | 3 | |
Estimated Total Cost | [1],[2] | $ 9 | |
[1] | Actual costs, when incurred, may vary due to changes in the assumptions built into the Plan. Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives. | ||
[2] | Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. |
Restructuring and Integration_3
Restructuring and Integration - Schedule of Accrued Restructuring Liability (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | $ 6 | |||
Restructuring charges | 5 | $ 9 | $ 77 | $ 14 |
Cash payments | (7) | |||
Accrued restructuring liability, Ending Balance | 4 | 6 | ||
Alight Holdings | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 6 | 15 | ||
Restructuring charges | 9 | |||
Cash payments | (18) | |||
Accrued restructuring liability, Ending Balance | 6 | 15 | ||
Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 6 | |||
Restructuring charges | 1 | |||
Cash payments | (3) | |||
Accrued restructuring liability, Ending Balance | 4 | 6 | ||
Severance and Related Benefits | Alight Holdings | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 6 | 12 | ||
Restructuring charges | 7 | |||
Cash payments | (13) | |||
Accrued restructuring liability, Ending Balance | 6 | 12 | ||
Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | 4 | |||
Cash payments | $ (4) | |||
Other Restructuring Costs | Alight Holdings | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 3 | |||
Restructuring charges | 2 | |||
Cash payments | $ (5) | |||
Accrued restructuring liability, Ending Balance | $ 3 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||||
Defined contribution savings plan expenses | $ 24 | $ 31 | $ 46 | $ 49 |
Lease Obligations -Schedule of
Lease Obligations -Schedule of Lease Expense (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 14 | $ 16 | $ 40 | $ 27 |
Finance lease cost: | ||||
Amortization of leased assets | 12 | 13 | 21 | 15 |
Interest of lease liabilities | 2 | 2 | 4 | 4 |
Variable and short-term lease cost | 3 | 3 | 6 | 8 |
Sublease income | (3) | (4) | (6) | (8) |
Total lease cost | $ 28 | $ 30 | $ 65 | $ 46 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right of use asset | $ 120 | $ 129 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current operating lease liabilities | $ 44 | $ 41 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Noncurrent operating lease liabilities | $ 139 | $ 155 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total operating lease liabilities | $ 183 | $ 196 |
Fixed assets, net | 62 | 83 |
Current finance lease liabilities | 27 | 28 |
Noncurrent finance lease liabilities | 34 | 59 |
Total lease obligations, net | $ 61 | $ 87 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Computer Equipment | Computer Equipment |
Operating leases, Weighted Average Remaining Lease Term (in years) | 5 years 9 months 18 days | 6 years 7 months 6 days |
Finance leases, Weighted Average Remaining Lease Term (in years) | 2 years 8 months 12 days | 3 years 6 months |
Operating leases, Weighted Average Discount Rate | 4.30% | 5.60% |
Finance leases, Weighted Average Discount Rate | 4.40% | 4.40% |
Lease Obligations - Summary of
Lease Obligations - Summary of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 27 | $ 22 | $ 42 | $ 36 |
Operating cash flows from finance leases | 2 | 2 | 4 | 4 |
Financing cash flows from finance leases | 14 | 17 | 24 | 13 |
Right-of use assets obtained in exchange for lease obligations Operating leases | 2 | 10 | 26 | 58 |
Right-of use assets obtained in exchange for lease obligations Finance leases | $ 2 | $ 2 | $ 62 | $ 24 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Future Lease Payments for Lease Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Leases | ||
2022 | $ 23 | |
2023 | 22 | |
2024 | 16 | |
2025 | 4 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 65 | |
Less: amount representing interest | (4) | |
Total lease obligations, net | 61 | $ 87 |
Less: current portion of lease obligations, net | (27) | (28) |
Total long-term portion of lease obligations, net | 34 | $ 59 |
Operating Leases | ||
2022 | 38 | |
2023 | 34 | |
2024 | 33 | |
2025 | 22 | |
2026 | 17 | |
Thereafter | 46 | |
Total lease payments | 190 | |
Less: amount representing interest | (27) | |
Total operating lease liabilities | 163 | |
Less: current portion of lease obligations, net | (37) | |
Total long-term portion of lease obligations, net | $ 126 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Operating lease future lease payments include sublease rental income 2022 | $ 7 |
Operating lease future lease payments include sublease rental income 2023 | 6 |
Operating lease future lease payments include sublease rental income 2024 | 5 |
Operating lease future lease payments include sublease rental income 2025 | $ 2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Purchase Obligations | |
Commitment And Contingencies [Line Items] | |
Purchase obligation, 2022 | $ 26 |
Purchase obligation, 2023 | 26 |
Purchase obligation, 2024 | 27 |
Purchase obligation, 2025 | 9 |
Purchase obligation, thereafter | 7 |
Service Obligations | |
Commitment And Contingencies [Line Items] | |
Service obligation, 2022 | 141 |
Service obligation, 2023 | 147 |
Service obligation, 2024 | 154 |
Service obligation, 2025 | 162 |
Service obligation, thereafter | $ 502 |
Service obligation agreement termination fees percentage | 25.00% |
Service obligation maturity period | 10 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Term Loan, Third Incremental | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2021 | [1] | |
Subsequent Event [Line Items] | ||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | ||
Subsequent Event | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Maturity Date | Aug. 31, 2028 | |||
[1] | The net balance for the Third Incremental Term Loan includes unamortized debt issuance costs of $6 million. |