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. 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 year ended December 31, 2020, the Company granted 7,459 and 2,587 units, respectively. Holders of Class B common units are not entitled to voting rights. Successor Equity Preferred Stock Upon the Closing 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, 2022. Class A Common Stock As of December 31, 2022, 478,340,245 Class A common shares, including 7,583,284 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. 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 797,386 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” to our consolidated financial statements included in this Annual Report on Form 10-K As further described below, there are two series of Class B instruments outstanding. Class B-1 As of December 31, 2022, 4,990,453 Class B-1 Class B-1 Class B-1 1-for-1 12.50 30-trading 12.50 To the extent any Unvested Class B-1 As of December 31, 2022, 2,509,546 Class B-1 Class B-1 1-for-1 30-trading Class B-2 As of December 31, 2022, 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, 2022, 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, 2022, 63,481,465 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, 2022, 5,595,577 Class Z common shares ( 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, 2022, 3,075,930 Class Z common units ( 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, 2022, there were 541,821,710 Class A Units outstanding, of which 478,340,245 are held by the Company and 63,481,465 are held by the noncontrolling interest of the Company. The Alight Holdings Operating Agreement contains provisions which require that a one-to-one Exchange of Class A Units During the Successor year ended December 31, 2022, 13,978,222 Class A units and a corresponding number of shares of Class V Common Stock were exchanged for Class A Common Stock. As a result of the exchanges, Alight, Inc. increased its ownership in Alight Holdings and accordingly increased its equity by approximately $141 million, recorded in Additional paid-in paid-in-capital. paid-in-capital Share Repurchase Program On August 1, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Program”), under which the Company may repurchase up to $100 million of issued and outstanding shares of Class A Common Stock, par value $0.0001 per share, from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. During the Successor year ended December 31, 2022, 1,506,385 Class A Common Stock shares were repurchased under the Program for a total cost of $12 million (including broker commissions). As of December 31, 2022, there was $88 million remaining under the Program authorization for future share repurchases. Repurchased shares are reflected as Treasury Stock on the Consolidated Balance Sheets as a component of equity. The following table reflects the changes in our outstanding stock: Class A (2) Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2021 456,282,881 4,990,453 4,990,453 77,459,687 5,595,577 — Conversion of noncontrolling interest 1,239,256 — — (1,239,256 ) — — Shares granted upon vesting 106,188 — — — — — Issuance for compensation to non-employees (1) 13,743 — — — — — Balance at March 31, 2022 457,642,068 4,990,453 4,990,453 76,220,431 5,595,577 — Conversion of noncontrolling interest 333,715 — — (333,715 ) — — Shares granted upon vesting 50,132 — — — — Issuance for compensation to non-employees (1) 20,258 — — — — — Balance at June 30, 2022 458,046,173 4,990,453 4,990,453 75,886,716 5,595,577 — Conversion of noncontrolling interest 86,399 — — (86,399 ) — — Shares granted upon vesting 135,445 — — — — — Issuance for compensation to non-employees (1) 20,891 — — — — — Share repurchases (1,506,385 ) — — — — 1,506,385 Balance at September 30, 2022 456,782,523 4,990,453 4,990,453 75,800,317 5,595,577 1,506,385 Conversion of noncontrolling interest 12,318,852 — — (12,318,852 ) — — Shares granted upon vesting 1,637,270 — — — — — Issuance for compensation to non-employees (1) 18,316 — — — — — Share repurchases — — — — — — Balance at December 31, 2022 470,756,961 4,990,453 4,990,453 63,481,465 5,595,577 1,506,385 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 7,583,284 of unvested Class A common shares as of December 31, 2022. Dividends There were no dividends declared during the Successor year ended December 31, 2022. Accumulated Other Comprehensive Income As of December 31, 2022, 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 (1) Interest (2) Total 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 (1) Interest (2) Total Balance at July 1, 2021 $ — $ — $ — Other comprehensive (loss) income before reclassifications — 9 9 Tax expense (benefit) — (2 ) (2 ) Other comprehensive (loss) income before reclassifications, net of tax — 7 7 Amounts reclassified from accumulated other comprehensive income — 1 1 Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — 1 1 Net current period other comprehensive income, net of tax — 8 8 Balance at December 31, 2021 $ — $ 8 $ 8 Other comprehensive (loss) income before reclassifications (13 ) 125 112 Tax expense (benefit) 2 (8 ) (6 ) Other comprehensive (loss) income before reclassifications, net of tax (11 ) 117 106 Amounts reclassified from accumulated other comprehensive income — (19 ) (19 ) Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — (19 ) (19 ) Net current period other comprehensive income, net of tax (11 ) 98 87 Balance at December 31, 2022 $ (11 ) $ 106 $ 95 (1) Foreign currency translation adjustments include $6 million losses related to intercompany loans that have been designated long-term investment nature. (2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |