Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
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 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 7389 |
Entity Tax Identification Number | 86-1849232 |
Entity Address, Address Line One | 4 Overlook Point |
Entity Address, City or Town | Lincolnshire |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60069 |
City Area Code | 224 |
Local Phone Number | 737-7000 |
Amendment Description | On August 2, 2021, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-258350), which was subsequently amended on August 18, 2021 and August 23, 2021 and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2021 (as amended, the “Registration Statement”). This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s annual report on Form 10-K, filed with the SEC on March 1, 2023 (the “Annual Report”), the registrant’s quarterly report on Form 10-Q, filed with the SEC on May 9, 2023 and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. As of March 31, 2023, December 31, 2022 and December 31, 2021, all warrants were exercised or redeemed. |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Martin T. Felli |
Entity Address, Address Line One | 4 Overlook Point |
Entity Address, City or Town | Lincolnshire |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60069 |
City Area Code | 224 |
Local Phone Number | 737-7000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 239 | $ 250 | $ 372 |
Receivables, net | 638 | 678 | 515 |
Other current assets | 312 | 379 | 302 |
Total Current Assets Before Fiduciary Assets | 1,189 | 1,307 | 1,189 |
Fiduciary assets | 1,387 | 1,509 | 1,280 |
Total Current Assets | 2,576 | 2,816 | 2,469 |
Goodwill | 3,680 | 3,679 | 3,638 |
Intangible assets, net | 3,793 | 3,872 | 4,170 |
Fixed assets, net | 342 | 320 | 236 |
Deferred tax assets, net | 11 | 6 | 3 |
Other assets | 515 | 542 | 472 |
Total Assets | 10,917 | 11,235 | 10,988 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 392 | 508 | 406 |
Current portion of long-term debt, net | 25 | 31 | 38 |
Other current liabilities | 335 | 300 | 401 |
Total Current Liabilities Before Fiduciary Liabilities | 752 | 839 | 845 |
Fiduciary liabilities | 1,387 | 1,509 | 1,280 |
Total Current Liabilities | 2,139 | 2,348 | 2,125 |
Deferred tax liabilities | 34 | 60 | 36 |
Long-term debt, net | 2,791 | 2,792 | 2,830 |
Long-term tax receivable agreement | 594 | 568 | 581 |
Financial instruments | 122 | 97 | 135 |
Other liabilities | 270 | 281 | 353 |
Total Liabilities | 5,950 | 6,146 | 6,060 |
Commitments and Contingencies | |||
Stockholders' Equity | |||
Preferred stock at $0.0001 par value: 1,000,000 shares authorized, none issued and outstanding | |||
Treasury stock, at cost | (22) | (12) | |
Additional paid-in-capital | 4,690 | 4,514 | 4,228 |
Retained deficit | (226) | (158) | (96) |
Accumulated other comprehensive loss | 81 | 95 | 8 |
Total Alight, Inc. Stockholders' Equity | 4,523 | 4,439 | 4,140 |
Noncontrolling interest | 444 | 650 | 788 |
Total Stockholders' Equity | 4,967 | 5,089 | 4,928 |
Total Liabilities and Stockholders' Equity | 10,917 | 11,235 | 10,988 |
Class A Common Stock | |||
Stockholders' Equity | |||
Common stock | |||
Class B Common Stock | |||
Stockholders' Equity | |||
Common stock | |||
Class V Common Stock | |||
Stockholders' Equity | |||
Common stock | |||
Class Z Common Stock | |||
Stockholders' Equity | |||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Treasury Stock, Shares | 1,506,385 | 1,506,385 | |
Alight Holdings [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Treasury Stock, Shares | 2,700,000 | 1,500,000 | |
Class A Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 497,234,220 | 478,340,245 | 464,103,972 |
Common stock, shares outstanding | 478,340,245 | 464,103,972 | |
Class A Common Stock | Alight Holdings [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 497,200,000 | 478,300,000 | |
Common stock, shares outstanding | 497,200,000 | 478,300,000 | |
Class B Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 9,980,906 | 9,980,906 | |
Common stock, shares outstanding | 9,980,906 | 9,980,906 | |
Class B Common Stock | Alight Holdings [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 10,000,000 | 10,000,000 | |
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |
Class V Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 175,000,000 | 175,000,000 | |
Common stock, shares issued | 44,135,874 | 63,481,465 | 77,459,687 |
Common stock, shares outstanding | 63,481,465 | 77,459,687 | |
Class V Common Stock | Alight Holdings [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 175,000,000 | 175,000,000 | |
Common stock, shares issued | 44,100,000 | 63,500,000 | |
Common stock, shares outstanding | 44,100,000 | 63,500,000 | |
Class Z Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 12,900,000 | 12,900,000 | |
Common stock, shares issued | 5,197,081 | 5,595,577 | 5,595,577 |
Common stock, shares outstanding | 5,595,577 | 5,595,577 | |
Class Z Common Stock | Alight Holdings [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 12,900,000 | 12,900,000 | |
Common stock, shares issued | 5,200,000 | 5,200,000 | |
Common stock, shares outstanding | 5,200,000 | 5,200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Revenue | $ 831 | $ 725 | $ 1,554 | $ 3,132 | ||
Cost of services, exclusive of depreciation and amortization | 555 | 491 | 1,001 | 2,080 | ||
Depreciation and amortization | 19 | 11 | 21 | 56 | ||
Gross Profit | 257 | 223 | 532 | 996 | ||
Operating Expenses | ||||||
Selling, general and administrative | 185 | 140 | 304 | 671 | ||
Depreciation and intangible amortization | 85 | 85 | 163 | 339 | ||
Total Operating expenses | 270 | 225 | 467 | 1,010 | ||
Operating Income (Loss) | (13) | (2) | 65 | (14) | ||
Other (Income) Expense | ||||||
(Gain) Loss from change in fair value of financial instruments | 25 | (13) | 65 | (38) | ||
(Gain) loss from change in fair value of tax receivable agreement | 8 | (5) | (37) | (41) | ||
Interest expense | 33 | 29 | 57 | 122 | ||
Other (income) expense, net | 3 | (1) | 3 | (16) | ||
Total Other (income) expense, net | 69 | 10 | 88 | 27 | ||
Income (Loss) Before Taxes | (82) | (12) | (23) | (41) | ||
Income tax expense (benefit) | (8) | 1 | 25 | 31 | ||
Net Income (Loss) | (74) | (13) | (48) | (72) | ||
Net income (loss) attributable to noncontrolling interests | (6) | (2) | (13) | (10) | ||
Net Income (Loss) Attributable to Alight, Inc. | $ (68) | $ (11) | $ (35) | $ (62) | ||
Earnings Per Share | ||||||
Basic (net loss) earnings per share | $ (0.14) | $ (0.02) | $ (0.08) | $ (0.14) | ||
Diluted (net loss) earnings per share | $ (0.14) | $ (0.02) | $ (0.08) | $ (0.14) | ||
Net Income (Loss) | $ (74) | $ (13) | $ (48) | $ (72) | ||
Other comprehensive income (loss), net of tax: | ||||||
Change in fair value of derivatives | (23) | 47 | 9 | 114 | ||
Foreign currency translation adjustments | 3 | (3) | (14) | |||
Total Other comprehensive income (loss), net of tax: | (20) | 44 | 9 | 100 | ||
Comprehensive Income (Loss) Before Noncontrolling Interests | (94) | 31 | (39) | 28 | ||
Comprehensive income (loss) attributable to noncontrolling interests | (12) | 6 | (12) | 3 | ||
Comprehensive Income (Loss) Attributable to Alight, Inc. | (82) | 25 | (27) | 25 | ||
Alight Holdings | ||||||
Revenue | $ 1,361 | $ 1,361 | $ 2,728 | |||
Cost of services, exclusive of depreciation and amortization | 888 | 1,829 | ||||
Depreciation and amortization | 38 | 65 | ||||
Gross Profit | 435 | 834 | ||||
Operating Expenses | ||||||
Selling, general and administrative | 185 | 140 | 222 | 671 | 461 | |
Depreciation and intangible amortization | 85 | 85 | 111 | 339 | 226 | |
Total Operating expenses | 333 | 687 | ||||
Operating Income (Loss) | (13) | (2) | 102 | (14) | 147 | |
Other (Income) Expense | ||||||
(Gain) Loss from change in fair value of financial instruments | 25 | (13) | (38) | |||
(Gain) loss from change in fair value of tax receivable agreement | 8 | (5) | (41) | |||
Interest expense | 33 | 29 | 123 | 122 | 234 | |
Other (income) expense, net | 3 | (1) | 9 | (16) | 7 | |
Total Other (income) expense, net | 132 | 241 | ||||
Income (Loss) Before Taxes | $ (82) | $ (12) | (30) | $ (41) | (94) | |
Income tax expense (benefit) | (5) | 9 | ||||
Net Income (Loss) | (25) | (103) | ||||
Net Income (Loss) Attributable to Alight, Inc. | (25) | (103) | ||||
Earnings Per Share | ||||||
Net Income (Loss) | (25) | (103) | ||||
Other comprehensive income (loss), net of tax: | ||||||
Change in fair value of derivatives | 23 | (25) | ||||
Foreign currency translation adjustments | 8 | 8 | ||||
Total Other comprehensive income (loss), net of tax: | 31 | (17) | ||||
Comprehensive Income (Loss) Before Noncontrolling Interests | 6 | (120) | ||||
Comprehensive Income (Loss) Attributable to Alight, Inc. | $ 6 | $ (120) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Treasury Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive (Loss) Income | Total Alight, Inc. Equity | Noncontrolling Interest |
Balance at Jun. 30, 2021 | $ 4,753 | $ 4,014 | $ (61) | $ 3,953 | $ 800 | ||
Net income (loss) | (48) | (35) | (35) | (13) | |||
Other comprehensive income (loss), net | 9 | $ 8 | 8 | 1 | |||
Warrant redemption | 159 | 159 | 159 | ||||
Distribution of equity | (1) | (1) | (1) | ||||
Share-based compensation expense | 67 | 67 | 67 | ||||
Shares vested, net of shares withheld in lieu of taxes | (11) | (11) | (11) | ||||
Balance at Dec. 31, 2021 | 4,928 | 4,228 | (96) | 8 | 4,140 | 788 | |
Net income (loss) | (13) | (11) | (11) | (2) | |||
Other comprehensive income (loss), net | 44 | 36 | 36 | 8 | |||
Measurement period adjustment | (1) | (1) | |||||
Conversion of noncontrolling interest | (6) | 7 | 7 | (13) | |||
Share-based compensation expense | 33 | 33 | 33 | ||||
Shares vested, net of shares withheld in lieu of taxes | (1) | (1) | (1) | ||||
Balance at Mar. 31, 2022 | 4,984 | 4,267 | (107) | 44 | 4,204 | 780 | |
Balance at Dec. 31, 2021 | 4,928 | 4,228 | (96) | 8 | 4,140 | 788 | |
Net income (loss) | (72) | (62) | (62) | (10) | |||
Other comprehensive income (loss), net | 100 | 87 | 87 | 13 | |||
Conversion of noncontrolling interest | (28) | 113 | 113 | (141) | |||
Share-based compensation expense | 181 | 181 | 181 | ||||
Shares vested, net of shares withheld in lieu of taxes | (8) | (8) | (8) | ||||
Share repurchases | (12) | $ (12) | (12) | ||||
Balance at Dec. 31, 2022 | 5,089 | (12) | 4,514 | (158) | 95 | 4,439 | 650 |
Net income (loss) | (74) | (68) | (68) | (6) | |||
Other comprehensive income (loss), net | (20) | (14) | (14) | (6) | |||
Conversion of noncontrolling interest | (49) | 145 | 145 | (194) | |||
Share-based compensation expense | 37 | 37 | 37 | ||||
Shares vested, net of shares withheld in lieu of taxes | (6) | (6) | (6) | ||||
Share repurchases | (10) | (10) | (10) | ||||
Balance at Mar. 31, 2023 | $ 4,967 | $ (22) | $ 4,690 | $ (226) | $ 81 | $ 4,523 | $ 444 |
Consolidated Statements of Memb
Consolidated Statements of Members' Equity - USD ($) $ in Millions | Accumulated Other Comprehensive (Loss) Income | Alight Holdings | Alight Holdings Common Class A | Alight Holdings Common Class A-1 Units | Alight Holdings Common Class B Units | Alight Holdings Accumulated Other Comprehensive (Loss) Income |
Balance at Dec. 31, 2019 | $ (25) | $ 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 | (42) | 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 | $ (11) | $ 691 | $ 674 | $ 11 | $ 17 | $ (11) |
Balance, units at Jun. 30, 2021 | 123,700 | 1,817 | 2,088 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Operating activities: | ||||||
Net income (loss) | $ (74) | $ (13) | $ (48) | $ (72) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation | 24 | 17 | 31 | 79 | ||
Intangible asset amortization | 80 | 79 | 153 | 316 | ||
Noncash lease expense | 6 | 7 | 11 | 25 | ||
Financing fee and premium amortization | (1) | (1) | (2) | (2) | ||
Share-based compensation expense | 37 | 33 | 67 | 181 | ||
(Gain) loss from change in fair value of financial instruments | 25 | (13) | 65 | (38) | ||
(Gain) loss from change in fair value of tax receivable agreement | 8 | (5) | (37) | (41) | ||
Release of unrecognized tax provision | (1) | (31) | ||||
Deferred tax expense (benefit) | (7) | (1) | 26 | |||
Other | 1 | 3 | 11 | 1 | ||
Changes in operating assets and liabilities, net of business combinations: | ||||||
Accounts receivable | 40 | (37) | ||||
Receivables | (28) | (136) | ||||
Accounts payable and accrued liabilities | (117) | (82) | 56 | 72 | ||
Other assets and liabilities | 51 | 31 | (222) | (94) | ||
Cash provided by operating activities | 72 | 19 | 57 | 286 | ||
Investing activities: | ||||||
Acquisition of businesses, net of cash acquired | (1,793) | (87) | ||||
Capital expenditures | (45) | (41) | (59) | (148) | ||
Cash used in investing activities | (45) | (41) | (1,852) | (235) | ||
Financing activities: | ||||||
Net increase (decrease) in fiduciary liabilities | (121) | 327 | 266 | 229 | ||
Distributions of equity | (1) | |||||
Borrowings from banks | 54 | 627 | 104 | |||
Financing fees | (3) | (8) | (3) | |||
Repayments to banks | (6) | (60) | (120) | (141) | ||
Principal payments on finance lease obligations | (7) | (8) | (14) | (30) | ||
Payments on tax receivable agreements | (7) | |||||
Tax payment for shares/units withheld in lieu of taxes | (6) | (1) | (11) | (8) | ||
Deferred and contingent consideration payments | (3) | (2) | (85) | |||
FTAC share redemptions | (142) | |||||
Proceeds related to FTAC investors | 1,813 | |||||
Repurchase of shares | (10) | (12) | ||||
Other financing activities | (4) | (8) | ||||
Cash provided by (used in) financing activities | (160) | 305 | 2,400 | 54 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2) | 11 | 2 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (133) | 281 | 616 | 107 | ||
Cash, cash equivalents and restricted cash at beginning of period | 1,759 | 1,652 | 1,036 | 1,652 | ||
Cash, cash equivalents and restricted cash at end of period | 1,626 | 1,933 | 1,652 | $ 1,036 | 1,759 | |
Supplemental disclosures: | ||||||
Interest paid | 64 | 126 | ||||
Income taxes paid | 8 | 17 | ||||
Supplemental disclosure of non-cash financing activities: | ||||||
Fixed asset additions acquired through finance leases | 2 | 9 | ||||
Right of use asset additions acquired through operating leases | 2 | 11 | ||||
Alight Holdings | ||||||
Operating activities: | ||||||
Net income (loss) | (25) | $ (103) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation | 49 | 91 | ||||
Intangible asset amortization | 100 | 200 | ||||
Noncash lease expense | 10 | 30 | ||||
Financing fee and premium amortization | 9 | 20 | ||||
Share-based compensation expense | 5 | 5 | ||||
(Gain) loss from change in fair value of financial instruments | 25 | (13) | (38) | |||
(Gain) loss from change in fair value of tax receivable agreement | $ 8 | $ (5) | $ (41) | |||
Release of unrecognized tax provision | 1 | |||||
Deferred tax expense (benefit) | (1) | |||||
Other | 1 | 11 | ||||
Changes in operating assets and liabilities, net of business combinations: | ||||||
Receivables | 51 | 133 | ||||
Accounts payable and accrued liabilities | (45) | (11) | ||||
Other assets and liabilities | (97) | (143) | ||||
Cash provided by operating activities | 58 | 233 | ||||
Investing activities: | ||||||
Acquisition of businesses, net of cash acquired | (52) | |||||
Capital expenditures | (55) | (90) | ||||
Cash used in investing activities | (55) | (142) | ||||
Financing activities: | ||||||
Net increase (decrease) in fiduciary liabilities | (15) | 263 | ||||
Borrowings from banks | 110 | 779 | ||||
Financing fees | (23) | |||||
Repayments to banks | (124) | (495) | ||||
Principal payments on finance lease obligations | (17) | (24) | ||||
Tax payment for shares/units withheld in lieu of taxes | (1) | |||||
Deferred and contingent consideration payments | (1) | |||||
Other financing activities | (16) | (37) | ||||
Cash provided by (used in) financing activities | (64) | 463 | ||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3) | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (61) | 551 | ||||
Cash, cash equivalents and restricted cash at beginning of period | $ 1,475 | 1,536 | 985 | |||
Cash, cash equivalents and restricted cash at end of period | 1,475 | 1,536 | ||||
Supplemental disclosures: | ||||||
Interest paid | 112 | 210 | ||||
Income taxes paid | 5 | 19 | ||||
Supplemental disclosure of non-cash financing activities: | ||||||
Fixed asset additions acquired through finance leases | 2 | 62 | ||||
Right of use asset additions acquired through operating leases | $ 10 | 26 | ||||
Non-cash fixed asset additions | $ 26 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the “Predecessor” or “Alight Holdings”) completed a business combination (the “Business Combination”) with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, “the Company”, “we” “us” “our” or the “Successor”). As of March 31, 2023, Alight owned 92% of the economic interest in the Predecessor, had 100% of the voting power and controlled the management of the Predecessor. The non-voting As a result of the Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. Within this Quarterly Report on Form 10-Q, Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K Segment Reporting Effective January 1, 2023, the Company’s former Hosted business revenues and gross margin are reported in Other as the business is no longer core to the Company’s operations. There is no change in composition among the Employer Solutions and Professional Services segments. Additionally, the Company changed its measure of segment profit and loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. See Note 12 “Segment Reporting” for additional information. Nature of Business We are a leading cloud-based provider of integrated digital human capital and business solutions. We have an unwavering belief that a company’s success starts with its people, and our solutions connect human insights with technology. The Alight Worklife ® • Employer Solutions: AI-led ® • Professional Services: | 1. Basis of Presentation and Nature of Business Alight is defining the future of employee wellbeing through the power of our integrated health, wealth, wellbeing and payroll solutions powered by Alight Worklife ® ® On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the “Predecessor”) completed a business combination (the “Business Combination”) with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, “the Company”, “we” “us” “our” or the “Successor”). As 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” non-voting non-voting Basis of Presentation As a result of the prior year Business Combination, for accounting purposes, the Company is the acquirer and Alight Holdings is the acquiree and accounting predecessor. While the Closing Date was July 2, 2021, we determined the impact of one day would be immaterial to the results of operations. As such, we utilized July 1, 2021 as the date of the Business Combination for accounting purposes. Therefore, the financial statement presentation includes the financial statements of Alight Holdings as Predecessor for the periods prior to July 1, 2021 and the Company as Successor for the periods including and after July 1, 2021, including the consolidation of Alight Holdings. 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 ® • Employer Solutions: AI-led ® • Professional Services: |
Accounting Policies and Practic
Accounting Policies and Practices | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Accounting Policies and Practices | 2. Accounting Policies and Practices Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. Tax Receivable Agreement In connection with the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with certain of our pre-Business Subsequent to the Business Combination, upon equity exchanges of the noncontrolling interests, the Company records obligations under the TRA at the gross undiscounted amount of the expected future payments as an increase to the liability with an offset to Additional paid-in New Accounting Pronouncements There are no recently issued accounting pronouncements that are expected to have a material impact upon our Condensed Consolidated Financial Statements. | 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, 2022 and December 31, 2021, Cash and cash equivalents totaled $250 million and $372 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. Our Fiduciary assets included cash of $1,509 million and $1,280 million at December 31, 2022 and December 31, 2021, respectively. Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current 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 $9 million and $5 million at December 31, 2022 and December 31, 2021, 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 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, 2022 and 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 Subsequent to the Business Combination, upon equity exchanges of the noncontrolling interests, the Company records obligations under the TRA at the gross undiscounted amount of the expected future payments as an increase to the liability with an offset to Additional paid-in-capital. 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 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 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated, cloud-based human capital solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within each reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration. See Note 12 “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segments are Employer Solutions and Professional Services. Employer Solutions are driven by our digital, software and AI-led ® Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. We may occasionally be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below. Administrative Services We provide benefits, human resource and payroll administration services across all of our solutions, which are highly recurring. The Company’s contracts may include administration services across one or multiple solutions and typically have three 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 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 is therefore more consistent throughout the year. In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract. Other Contracts In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our cloud deployment services, cloud advisory services, participant financial advisory services, and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include both employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits and direct-to-consumer direct-to-consumer As it relates to the direct-to-consumer direct-to-customer A portion of the Company’s revenue is subscription-based where monthly fees are paid to the Company. The subscription-based revenue is recognized straight-line over the contract term, which is generally three years. The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. Contract Costs Costs to obtain a Contract The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). Costs to fulfill a Contract The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource, 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 is recorded in Cost of services, exclusive of depreciation and amortization in the Condensed | 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 occasions, 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 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 is therefore more consistent throughout the year. In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract. Other Contracts In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our cloud deployment services, cloud advisory services, participant financial advisory services, and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, Services may represent stand-ready obligations that meet the series provision, in which case all variable consideration is allocated to each distinct time increment. Other services are recognized over-time based on a method that faithfully depicts the transfer of value to the customer, which may be based on the value of labor hours worked or time elapsed, depending on the facts and circumstances. The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include both employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits and direct-to-consumer direct-to-consumer As it relates to the direct-to For both the employer-sponsored and direct-to-customer A portion of the Company’s revenue is subscription-based where monthly fees are paid to the Company. The Company receives these fees from insurance carriers and are priced based on a per-employee, per-month 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. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss). Costs to fulfill a Contract The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource, payroll or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is 7 years for our payroll and cloud solutions and 15 years for all of our other solutions. Amortization for all contracts costs is recorded in Cost of services, exclusive of depreciation and amortization in the Consolidated Statements of Comprehensive Income (Loss) (see Note 5 “Other Financial Data”). |
Acquisitions
Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combinations [Abstract] | ||
Acquisitions | 4. Acquisitions 2022 Acquisitions In December 2022, the Company completed the acquisition of ReedGroup for a preliminary purchase price of approximately $87 million, net of cash acquired. This acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under Accounting Standards Codification Topic 805, Business Combinations. The goodwill identified by this acquisition is primarily attributed to the synergies that are expected to be realized as well as intangible assets that do not qualify for separate recognition, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). For the period ended March 31, 2023, there were immaterial changes to the preliminary purchase price allocation. The business is now wholly owned by the Company and is included within the Employer Solutions segment. | 4. Acquisitions 2022 Acquisition In December 2022, the Company completed the acquisition of ReedGroup for a preliminary purchase price of approximately $87 million, net of cash acquired. This acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under Accounting Standards Codification Topic 805, Business Combinations (“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. None of the goodwill is expected to be deductible for income tax purposes. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the acquisition date). Upon completion of this acquisition, the business is now wholly-owned by the Company and will be included within the Employer Solutions segment. 2021 Acquisitions Alight Business Combination On July 2, 2021, the Company completed the Business Combination for consideration transferred of approximately $5.0 billion. The Business Combination was accounted for using the acquisition method under ASC 805, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The final consideration and allocation of the purchase price to the fair value of the combined assets acquired and liabilities assumed is presented below. On the Closing Date, the Company paid $36 million of deferred underwriting costs related to FTAC’s initial public offering and $37 million of fees related to the private placement transaction, which were treated as a reduction of equity. Approximately $21 million of the 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 final consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration—Tax Receivable Agreement (3) 610 Contingent consideration—Seller Earnouts (3) 109 Total consideration transferred $ 5,002 Noncontrolling interest (4) $ 799 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares of Class A Common Stock that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Tax Receivable Agreement” to our consolidated financial statements included in this Annual Report on Form 10-K (4) The fair value of the noncontrolling interest is based on the fair value of acquired business, which was determined based on the price of the Company’s Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” to our consolidated financial statements included in this Annual Report on Form 10-K The following table summarizes the final purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 484 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities (327 ) Fiduciary liabilities (1,015 ) Other current liabilities (291 ) Debt assumed (2,370 ) Deferred tax liabilities (3 ) Other liabilities (396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,374 Measurement Period Adjustments During the first half of 2022, the Company recorded measurement period adjustments to its initial allocation of purchase price as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) a decrease in Receivables of $2 million, (ii) a decrease in Other current liabilities of $2 million, (iii) a decrease in consideration transferred of $8 million due to an updated TRA valuation, and (iv) a decrease of $1 million in noncontrolling interest due to the change in consideration transferred. The impact of these measurement period adjustments on the Consolidated Statements of Comprehensive Income (Loss) was not material. Intangible Assets Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The trade name intangible asset represents the corporate Alight tradename, which was valued using the relief-from-royalty method. The technology related intangible assets represent software developed by Alight Holdings to differentiate its product/service offerings for its customers, valued using the relief-from-royalty method. The customer-related and contract-based intangible assets represent strong, long-term relationships with customers, valued using the multi-period excess earnings method. The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract-based intangibles $ 3,456 15 Goodwill Approximately $3.4 billion has been allocated to goodwill following the closing of the Business Combination. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. 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 goodwill established, $1.6 billion was tax deductible. Retiree Health Exchange On October 1, 2021, the Company completed the acquisition of AON Retiree Health Exchange, Inc., a retiree health exchange, for consideration transferred of approximately $199 million. The acquisition was accounted for using the acquisition method under ASC 805, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The consideration and allocation of the purchase price to the fair value of the combined assets acquired and liabilities assumed is presented below. The following table summarizes the purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Deferred tax assets 1 Accounts payable and accrued liabilities (13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 122 Goodwill 77 Total consideration $ 199 Measurement Period Adjustments During the third quarter of 2022, the Company recorded a measurement period adjustment to its initial allocation of purchase price as a result of ongoing valuation procedures on assets acquired and liabilities assumed of an increase of $1 million to deferred tax assets. There was no impact on the Consolidated Statements of Comprehensive Income (Loss) from this measurement period adjustment. Intangible Assets and Goodwill Intangible assets include customer-related and contract-based intangibles and technology with estimated useful lives of 13 years and 5 years, respectively. Approximately $77 million has been allocated to goodwill, all of which was tax deductible. Other Acquisitions The Company also completed one acquisition during the year ended December 31, 2021. The acquisition was not material to the Company’s results of operations, financial position, or cash flows. The Company accounted for the acquisition as a business combination under ASC 805. The goodwill identified by this acquisition is primarily attributed to the synergies that are expected to be realized as well as intangible assets that do not qualify for separate recognition, such as assembled workforce. Goodwill is not amortized and is deductible for tax purposes. Upon completion of this |
Other Financial Data
Other Financial Data | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Other Financial Data [Abstract] | ||
Other Financial Data | 5. Other Financial Data Condensed Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): March 31, December 31, Billed and unbilled receivables $ 648 $ 687 Allowance for expected credit losses (10 ) (9 ) Balance at end of period $ 638 $ 678 Other current assets The components of Other current assets are as follows (in millions): March 31, December 31, Deferred project costs $ 44 $ 43 Prepaid expenses 62 68 Commissions receivable 100 149 Other 106 119 Total $ 312 $ 379 Other assets The components of Other assets are as follows (in millions): March 31, December 31, Deferred project costs $ 347 $ 342 Operating lease right of use asset 81 86 Commissions receivable 26 28 Other 61 86 Total $ 515 $ 542 The current and non-current Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The balances in Other current assets Other assets Other current liabilities The components of Other current liabilities are as follows (in millions): March 31, December 31, Deferred revenue $ 140 $ 141 Operating lease liabilities 34 34 Finance lease liabilities 25 25 Other 136 100 Total $ 335 $ 300 Other liabilities The components of Other liabilities are as follows (in millions): March 31, December 31, Deferred revenue $ 96 $ 93 Operating lease liabilities 95 103 Finance lease liabilities 16 18 Unrecognized tax positions 12 13 Other 51 54 Total $ 270 $ 281 The current and non-current Other current liabilities as of March 31, 2023 and December 31, 2022, included the current portion of tax receivable agreement liability of $49 million and $7 million, respectively (see Note 15 “Tax Receivable Agreement” for additional information). Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There were no interest rate swaps recorded in Other current liabilities Other liabilities Other liabilities | 5. Other Financial Data Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): December 31, December 31, Billed and unbilled receivables $ 687 $ 520 Allowance for expected credit losses (9 ) (5 ) Balance at end of period $ 678 $ 515 As a result of the prior year Business Combination, all receivables acquired were recorded at fair value and allowance for expected credit losses previously recorded by the Predecessor were reduced to zero as of July 1, 2021 (see Note 1 “Basis of Presentation and Nature of Business”). The Company has not experienced significant write-downs in its receivable balances. Other current assets The components of Other current assets are as follows (in millions): December 31, 2022 December 31, 2021 Deferred project costs $ 43 $ 39 Prepaid expenses 68 66 Commissions receivable 149 148 Other 119 49 Total $ 379 $ 302 Other assets The components of Other assets are as follows (in millions): December 31, 2022 December 31, 2021 Deferred project costs $ 342 $ 274 Operating lease right of use asset 86 120 Commissions receivable 28 34 Other 86 44 Total $ 542 $ 472 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 Other assets See Note 19 “Lease Obligations” for further information regarding the Operating lease right of use assets recorded as of December 31, 2022 and 2021. Fixed assets, net The components of Fixed assets, net are as follows (in millions): December 31, 2022 December 31, 2021 Capitalized software $ 183 $ 55 Leasehold improvements 42 40 Computer equipment 116 102 Furniture, fixtures and equipment 12 12 Construction in progress 73 58 Total Fixed assets, gross 426 267 Less: Accumulated depreciation 106 31 Fixed assets, net $ 320 $ 236 As a result of the prior year Business Combination, all fixed assets acquired were recorded at fair value and accumulated depreciation previously recorded by the Predecessor was reduced to zero as of July 1, 2021 (see Note 1 “Basis of Presentation and Nature of Business”). In addition, as part of the purchase price accounting for the Business Combination, Capitalized software related to internally developed software in-service Included in Computer equipment are assets under finance leases. The balances as of December 31, 2022 and 2021, net of accumulated depreciation related to these assets, were $46 million and $62 million, respectively. Other current liabilities The components of Other current liabilities are as follows (in millions): December 31, 2022 December 31, 2021 Deferred revenue $ 141 $ 148 Operating lease liabilities 34 44 Finance lease liabilities 25 27 Other 100 182 Total $ 300 $ 401 Other liabilities The components of Other liabilities are as follows (in millions): December 31, 2022 December 31, 2021 Deferred revenue $ 93 $ 55 Operating lease liabilities 103 139 Finance lease liabilities 18 34 Unrecognized tax positions 13 44 Other 54 81 Total $ 281 $ 353 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, 2022 the current and non-current Other current liabilities and Other liabilities include the fair value of outstanding derivative instruments related to interest rate swaps. There were no interest rate swaps recorded in Other current liabilities or Other liabilities as of December 31, 2022. The balances in Other current liabilities Other liabilities |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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): Employer Professional Total Balance as of December 31, 2022 $ 3,606 73 3,679 Foreign currency translation 1 — 1 Balance as of March 31, 2023 $ 3,607 73 3,680 Intangible assets by asset class are as follows (in millions): March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets: Customer-related and contract based intangibles $ 3,670 $ 426 $ 3,244 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 74 189 263 63 200 Trade name (finite life) 409 49 360 408 42 366 Total $ 4,342 $ 549 $ 3,793 $ 4,341 $ 469 $ 3,872 The change in gross carrying amounts for customer-related and contract-based intangibles includes the unfavorable impact of foreign currency translation adjustments. Amortization expense from finite-lived intangible assets for the three months ended March 31, 2023 and 2022, was $80 million and $79 million, respectively, which was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of March 31, 2023 (in millions, except for years): Net Weighted-Average Intangible assets at March 31, 2023: Customer-related and contract-based intangibles $ 3,244 13.2 Technology-related intangibles 189 4.2 Trade name (finite life) 360 13.1 Total $ 3,793 Subsequent to March 31, 2023, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade 2023 (April - December) $ 184 $ 34 $ 22 2024 246 45 29 2025 246 45 28 2026 246 44 27 2027 246 21 27 Thereafter 2,076 — 227 Total amortization expense $ 3,244 $ 189 $ 360 | 6. Goodwill and Intangible assets, net The changes in the net carrying amount of goodwill are as follows (in millions): Employer Professional Total Balance as of December 31, 2021 $ 3,564 74 3,638 Acquisitions (1) 44 — 44 Foreign currency translation (2 ) (1 ) (3 ) Balance as of December 31, 2022 $ 3,606 73 3,679 (1) Amounts relate to the 2022 Acquisition and measurement period adjustments related to prior year acquisitions. See Note 4 “Acquisitions” for more information. Goodwill for each reporting unit is tested for impairment annually during the fourth quarter, or more frequently if there are indicators that a reporting unit may be impaired. Accounting Standard Codification 350, Intangibles and Other (“ASC 350”) states that an optional qualitative impairment assessment can be performed to determine whether an impairment is more likely than not by considering various factors such as macroeconomic and industry trends, reporting unit performance and overall business changes. If inconclusive evidence results from the qualitative impairment test, a quantitative assessment is performed where the Company determines the fair value of the reporting units by using a combination of the present value of expected future cash flows and a market approach based on earnings multiple data from peer companies using unobservable level 3 inputs. If an impairment is identified, an impairment is recorded by the amount that the carrying value exceeds the fair value for each reporting unit. While the future cash flows are consistent with those that are used in our internal planning process inclusive of long-term growth assumptions, estimating cash flows requires significant judgment. Future changes to our projected cash flows can vary from the cash flows eventually realized, which may have a material impact on the outcomes of future goodwill impairment tests. The Company uses a weighted average cost of capital that represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. During the fourth quarter of 2022, the Company performed a quantitative assessment in accordance with ASC 350. We evaluated the potential for goodwill impairment by considering macroeconomic conditions, industry and market conditions, cost factors, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units. We also considered our overall market performance discretely as well as in relation to our peers. We utilized a discount rate of 11.0% and a long-term growth rate of 3.5% consistently across all reporting units in the determination of the reporting unit fair value. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. The Company determined the fair value for each reporting unit exceeded the carrying value as of October 1, 2022, and therefore, goodwill was not impaired. Based on the results of the Company’s quantitative assessment, the fair value of the Health Solutions, Wealth Solutions, Cloud Services and Professional Services reporting units exceeded their carrying values by less than 1%, 6%, 1%, and 29%, respectively. A hypothetical 25-basis 50-basis Subsequent to our annual impairment test and until the end of the reporting period, we evaluated changes in macroeconomic conditions, industry and market conditions and determined that these factors were broadly consistent with those that existed as of our annual impairment test date. As such, we determined that no additional goodwill impairment testing was warranted, and goodwill remained recoverable as of December 31, 2022. At December 31, 2022, our reporting units has the following amounts of goodwill: Health Solutions, Wealth Solutions, Cloud Services and Professional Services had $3,075 million, $127 million, $404 million and $73 million, respectively. Intangible assets by asset class are as follows (in millions): December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Intangible assets: Customer-related and contract based intangibles $ 3,670 $ 364 $ 3,306 $ 3,662 $ 119 $ 3,543 Technology related intangibles 263 63 200 254 20 234 Trade name (finite life) 408 42 366 407 14 393 Total $ 4,341 $ 469 $ 3,872 $ 4,323 $ 153 $ 4,170 The net carrying amount of Intangible assets as of December 31, 2022 includes customer-related and contract based identifiable intangible assets, technology related intangible assets and trade name intangible assets. Amortization expense from finite-lived intangible assets for the Successor year ended December 31, 2022, the six months ended December 31, 2021, and the Predecessor six months ended June 30, 2021 and year ended December 31, 2020 was $316 million, $153 million, $100 million, $200 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, 2022 (in millions, except for years): Net Weighted-Average Useful Lives Intangible assets at December 31, 2022: Customer-related and contract-based intangibles $ 3,306 13.5 Technology-related intangibles 200 4.5 Trade name (finite life) 366 13.3 Total $ 3,872 Subsequent to December 31, 2022, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade 2023 $ 246 $ 45 $ 29 2024 246 45 29 2025 246 45 28 2026 246 44 27 2027 246 21 27 Thereafter 2,076 — 226 Total amortization expense $ 3,306 $ 200 $ 366 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. Income Taxes The Company’s effective tax rates for the three months ended March 31, 2023 and 2022 were 10% and (12)%, respectively. The changes in the effective tax rates were primarily driven by the Company’s forecasted ability to partially benefit from current year anticipated tax attributes for which a full federal valuation allowance was provided for in the prior period. The effective tax rates for the three months ended March 31, 2023 was lower than the 21% U.S. statutory corporate income tax rate. This difference is primarily due to the Company’s inability to benefit from certain tax attributes in the US, as well as losses in certain non-U.S. | 7. Income Taxes Provision for Income Taxes (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended, (Loss) income before income tax expense (benefit) U.S. (loss) income $ (27 ) $ (14 ) $ (28 ) $ (88 ) Non-U.S. (14 ) (9 ) (2 ) (6 ) Total $ (41 ) $ (23 ) $ (30 ) $ (94 ) (Loss) income before income tax expense (benefit) shown above is based on the location of the business unit to which such earnings are attributable for tax purposes. In addition, because the earnings shown above may in some cases be subject to taxation in more than one country, the income tax provision shown below as federal, state, or foreign may not correspond to the geographic attribution of the earnings. The provision for income tax consists of the following (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended, Income tax expense (benefit): Current: Federal $ (10 ) $ 17 $ 1 $ — State 5 3 — — Foreign 10 6 (5 ) 9 Total current tax expense (benefit) $ 5 $ 26 $ (4 ) $ 9 Deferred tax expense (benefit): Federal $ 18 $ — $ — $ (1 ) State 6 — — 1 Foreign 2 (1 ) (1 ) — Total deferred tax (benefit) expense $ 26 $ (1 ) $ (1 ) $ — Total income tax expense (benefit) $ 31 $ 25 $ (5 ) $ 9 Effective Tax Rate Reconciliation The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended Year Ended 2022 2021 2021 2020 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ (41 ) $ (23 ) $ (30 ) $ (94 ) Provision for income taxes at the statutory rate $ (9 ) 21 % $ (5 ) 21 % $ — — % $ — — State income taxes, net of federal benefit 3 (7 )% 3 (12 )% — — % 1 — Jurisdictional rate differences 8 (20 )% (11 ) 49 % 1 (3 )% 9 (11 )% Changes in valuation allowances 39 (95 )% 23 (100 )% (2 ) 6 % — — Benefit of income not allocated to the Company 6 (14 )% 1 (4 )% — — — — Income in separate U.S. tax consolidations 15 (37 )% 16 (68 )% — — — — Non-deductible 4 (9 )% 8 (35 )% (2 ) 6 % — — Tax credits (7 ) 17 % (4 ) 19 % — — — — Change in uncertain tax positions (28 ) 68 % (5 ) 24 % — — — — Other — — % (1 ) (3 )% (2 ) 7 % (1 ) 1 % Income tax expense (benefit) $ 31 (76 )% $ 25 (109 )% $ (5 ) 16 % $ 9 (10 )% The Company’s effective tax rate for the Successor year ended December 31, 2022 and six months ended December 31, 2021 was (76 The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. Prior to the Business Combination, Alight Holdings operated as a U.S. Partnership which generally is not subject to federal and state income taxes. Subsequent to the Business Combination, the Company’s effective tax rate differs from the U.S.’s statutory rate primarily due to foreign rate differences, valuation allowances, separate entity corporate taxes, changes in statutory reserves, and the noncontrolling interest associated with the portion of Alight Holdings income not allocable to the Company. The Company is taxed as a corporation and is subject to corporate federal, state, and local taxes on the income allocated to it from Alight Holdings, based upon the Company’s economic interest in Alight Holdings, and any stand-alone income or loss generated by the Company. Alight Holdings and certain subsidiaries combine to form a single entity taxable as a partnership for U.S. federal and most applicable state and local income tax purposes. As such, Alight Holdings is not subject to U.S. federal and certain state and local income taxes. The partners of Alight Holdings, including the Company, are liable for federal, state, and local income taxes based on their allocable share of Alight Holdings’ pass-through taxable income, which includes income of Alight Holdings’ subsidiaries that are treated as disregarded entities separate from Alight Holdings for income tax purposes. The effective tax rate for the Successor year ended December 31, 2022 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 are 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 December 31, December 31, Deferred tax assets: Employee benefit plans $ 3 $ 2 Interest expense carryforward 55 13 Other credits 39 39 Tax receivable agreement 72 64 Other accrued expenses — 10 Seller Earnouts 11 35 Fixed assets — 2 Intangible assets — — Net operating losses 213 313 Other 5 4 Total 398 482 Valuation allowance on deferred tax assets (127 ) (226 ) Total $ 271 $ 256 Deferred tax liabilities: Intangible assets $ (32 ) $ (33 ) Investment in partnership (254 ) (246 ) Interest rate swap (30 ) — Other (9 ) (10 ) Total $ (325 ) $ (289 ) Net deferred tax (liability) asset $ (54 ) $ (33 ) 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. 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 decreased by $99 million as of December 31, 2022, as compared to the prior year. The change is primarily attributable to acquired net operating losses and other deferred tax assets, as well as the effect of rate changes in foreign jurisdictions. As of December 31, 2022 and 2021, the Company had U.S. and foreign net operating losses (“NOLs”) of $213 million and $313 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, 2021 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations (5 ) Balance at December 31, 2021 (Successor) $ 30 Lapse of statute of limitations (22 ) Balance at December 31, 2022 (Successor) $ 8 The Company’s liability for uncertain tax positions as of December 31, 2022 and 2021 includes $8 million and $27 million, respectively, related to amounts that would impact the effective tax rate if recognized. The Company records interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $6 million and $17 million as of December 31, 2022 and 2021, 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 2018. The Company has concluded income tax examinations in its primary non-U.S. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 8. Debt Debt outstanding consisted of the following (in millions) Maturity Date March 31, December 31, Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 2,507 2,448 Secured Senior Notes June 1, 2025 309 310 $300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,816 2,823 Less: current portion of long-term debt, net (25 ) (31 ) Total long-term debt, net $ 2,791 $ 2,792 (1) The net balance for the B-1 B-1 Term Loan In May 2017, the Company entered into a 7-year $1,986 m “B-1 7-year B-1 B-1 Interest rates on the B-1 During the three months ended March 31, 2023 and 2022, the Company made total principal payments of $6 million and $8 million, respectively. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). Secured Senior Notes In May 2020, the Company issued $300 million of Secured Senior Notes. These Secured Senior Notes have a maturity date of June 1, 2025 and accrue interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2020. Revolving Credit Facility In May 2017, the Company entered into a 5-year Financing Fees, Premiums and Interest Expense The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms. Total interest expense related to the debt instruments for the three months ended March 31, 2023 and 2022 was $51 million and $27 million, respectively, which included immaterial amortization of financing fees and $1 million benefit for the three months ended March 31, 2023 and 2022, respectively. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss). Principal Payments Aggregate remaining contractual principal payments as of March 31, 2023 are as follows (in millions): 2023 $ 19 2024 25 2025 325 2026 25 2027 25 Thereafter 2,395 Total payments $ 2,814 | 8. Debt Debt outstanding consisted of the following (in millions): Maturity Date December 31, December 31, Term Loan May 1, 2024 $ 65 $ 72 Term Loan, Amended October 31, 2026 — 1,958 Term Loan, Third Incremental (1) August 31, 2028 — 517 Term Loan, B-1 (2) August 31, 2028 2,448 — Secured Senior Notes June 1, 2025 310 314 $294 million Revolving Credit Facility, Amended August 31, 2026 — — Other June 30, 2022 — 7 Total debt, net 2,823 2,868 Less: current portion of long-term debt, net (31 ) (38 ) Total long-term debt, net $ 2,792 $ 2,830 (1) The net balance for the Third Incremental Term Loan at December 31, 2021 includes unamortized debt issuance costs of $6 million. (2) The net balance for the B-1 Purchase Accounting As part of purchase accounting for the prior year 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 is being amortized over the respective terms of the debt obligations and is recorded in Interest expense on the Consolidated Statements of Comprehensive Income (Loss). Term Loan In May 2017, the Company entered into a 7-year “B-1 Interest rates on the original Term Loan borrowings are based on the London Interbank Offered Rate (“LIBOR”) plus a margin based on defined ratios (275 or 300 bps). The Company used the 1-month B-1 During the Successor year ended and six months ended December 31, 2022 and December 31, 2021, respectively, and the Predecessor six months and year ended June 30, 2021 and December 31, 2020, respectively, the Company made total principal payments of $31 million, $571 million, $13 million, and $298 million, respectively. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). 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 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 Human Resources (“NGA HR”) during the year ended December 31, 2019, the Company acquired a revolving credit facility of approximately $20 million secured on the accounts receivable balance of NGA HR. During the year ended December 31, 2022, the Company made principal payments of $110 million, offset by borrowings of $104 million. Interest was calculated based on an applicable reference rate plus a margin. The facility was terminated on June 29, 2022, with all borrowings and associated interest repaid at that time. Financing Fees, Premiums and Interest Expense The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms. Total interest expense related to the debt instruments for the Successor year and six months ended December 31, 2022 and December 31, 2021, respectively, and the Predecessor six months and year ended June 30, 2021 and December 31, 2020, respectively, was $138 million, $53 million, $105 million, $204 million, respectively. This included amortization of financing fees of $3 million and $2 million benefits for the Successor year and six months ended December 31, 2022 and December 31, 2021, respectively, and an expense of approximately $8 million and $17 million for the Predecessor six months and year ended June 30, 2021 and December 31, 2020, respectively. Interest expense is recorded in Interest expense in the Consolidated Statements of Comprehensive Income (Loss). Principal Payments Aggregate contractual principal payments as of December 31, 2022 are as follows (in millions): 2023 $ 31 2024 83 2025 325 2026 25 2027 25 Thereafter 2,331 Total payments $ 2,820 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders' Equity | 9. Stockholders’ Equity Preferred Stock Upon the Closing of the Business Combination, 1,000,000 preferred shares, par value $0.0001 per share, were authorized. There were no preferred shares issued and outstanding as of March 31, 2023. Class A Common Stock As of March 31, 2023, 497,234,220 shares of Class A Common Stock, including 6,992,844 of shares of unvested Class A Common Stock, were legally issued and outstanding. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends that may be declared by the Company’s Board of Directors. Class B Common Stock Upon the Closing of the Business Combination, certain equityholders of Alight Holdings received earnouts (the “Seller Earnouts”) that resulted in the issuance of a total of 14,999,998 Class B instruments (including 764,301 unvested shares of Class B Common Stock related to employee compensation as of March 31, 2023) to the equityholders of the Predecessor. The equityholders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equityholders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unitholders”) received Class B common units of Alight Holdings. The Class B Common Stock and Class B common units are not entitled to a vote and accrue dividends equal to amounts declared per corresponding share of Class A Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B Common Stock or Class B unit converts into a share of Class A Common Stock or Class A unit. If any of the shares of Class B Common Stock or Class B common units do not vest on or before the seventh anniversary of the Closing Date, such shares or units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any cumulative dividend payments. These Class B instruments (excluding the unvested shares of Class B Common Stock related to employee compensation) are liability classified; refer to Note 14 “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding. Class B-1 As of March 31, 2023, 4,990,453 shares of Class B-1 Class B-1 Class B-1 1-for-1 30-trading To the extent any unvested share of Class B-1 As of March 31, 2023, 2,509,546 Class B-1 Class B-1 1-for-1 30-trading Class B-2 As of March 31, 2023, 4,990,453 shares of Class B-2 Class B-2 Class B-2 1-for-1 30-trading To the extent any unvested share of Class B-2 As of March 31, 2023, 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 shares of Class B-3 Class B-3 Class V Common Stock As of March 31, 2023, 44,135,874 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1-for-1 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 shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unitholders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equityholders of the Predecessor to allow for the re-allocation Class B-1, Class B-2 As of March 31, 2023, 5,197,081 shares of Class Z Common Stock (4,663,187 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 March 31, 2023, 2,856,875 Class Z common units (2,563,387 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 Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange. The Continuing Unitholders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of March 31, 2023, there were 541,370,094 Class A Units outstanding, of which 497,234,220 are held by the Company and 44,135,874 are held by the noncontrolling interest of the Company. The Alight Holdings limited liability company agreement contains provisions which require that a one-to-one Exchange of Class A Units During the three months ended March 31, 2023, 19,345,591 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 $194 million, recorded in Additional paid-in paid-in-capital. paid-in-capital Secondary Offering On March 6, 2023, the Company completed a secondary offering of 46,000,000 shares of the Company’s Class A Common Stock by certain selling stockholders at a public offering price of $9.00 per share. In connection with the offering, the selling stockholders granted the underwriters a 30-day 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 three months ended March 31, 2023, 1,148,435 Class A Common Stock shares were repurchased under the Program for a total cost of $10 million. As of March 31, 2023, there was $78 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 Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2022 470,756,961 4,990,453 4,990,453 63,481,465 5,595,577 1,506,385 Conversion of noncontrolling interest 19,345,591 — — (19,345,591 ) — — Shares granted upon vesting 1,035,470 — — — (398,496 ) — Issuance for compensation to non-employees (1) 18,059 — — — — — Share repurchases (1,148,435 ) — — — — 1,148,435 Balance at March 31, 2023 490,007,646 4,990,453 4,990,453 44,135,874 5,197,081 2,654,820 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. Dividends There were no dividends declared during the three months ended March 31, 2023. Accumulated Other Comprehensive Income As of March 31, 2023, the Accumulated other comprehensive income (“AOCI”) balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company’s pre-tax pre-tax Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign (1) Interest (2) Total Balance at December 31, 2022 $ (11 ) $ 106 $ 95 Other comprehensive (loss) income before reclassifications 3 (7 ) (4 ) Tax expense (benefit) (1 ) 7 6 Other comprehensive (loss) income before reclassifications, net of tax 2 — 2 Amounts reclassified from accumulated other comprehensive income — (16 ) (16 ) Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — (16 ) (16 ) Net current period other comprehensive income, net of tax 2 (16 ) (14 ) Balance at March 31, 2023 $ (9 ) $ 90 $ 81 (1) Foreign currency translation adjustments did not include any 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. | 9. Stockholders’ and Members’ Equity Predecessor Equity Class A Common Units There were no 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 30-trading 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 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 (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, 2022, 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, 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. F-58 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. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 Management determined the expected volatility based on the average implied asset volatilities of comparable companies as we do not have sufficient trading history for the PRSUs. The expected term represents the period that the PRSUs are expected to be outstanding. Because of the lack of sufficient historical data necessary to calculate the expected term, we used the contractual vesting period of five years to estimate the expected term. For the Predecessor period, the key assumptions included in the Monte Carlo simulation were expected volatility of 45%, a risk-free interest rate of 1% and no expected dividends. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. As a result of the change in control related to the Business Combination, the vesting of the time-based PRSU Class B units accelerated on the Closing Date. Prior to the Closing Date, the time-based PRSUs vested ratably over periods of one five Class A-1 Class A-1 Successor Plans Share-based payments consist of grants of RSUs and PRSUs. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Predecessor Replacement Awards In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company. • Class B units: The unvested Class B units of Alight Holdings were granted replacement unvested shares of Class A Common Stock, unvested shares of Class B-1 Class B-2 • Class A-1 Class A-1 Class B-2 two 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 three months ended March 31, 2023, approximately 60% of the units are subject to time-based vesting requirements and approximately 40% are subject to performance-based vesting requirements. The majority of the time-based RSUs vest ratably each March 10 over a three one-third The Company begins to recognize expense associated with the PRSUs when the achievement of the performance condition is deemed probable. During the three months ended March 31, 2023, expected achievement levels did not change for any of the performance periods based on management’s analysis of the corresponding performance conditions. The fair value of each RSU and PRSU is based upon the grant date market price. The aggregate grant date fair value of RSUs and PRSUs granted during the three months ended March 31, 2023 was approximately $44 million and $29 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 three months ended March 31, 2023: RSUs (1) Weighted PRSUs (1)(2) Weighted Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 4,915,639 8.86 3,327,804 8.86 Vested (1,754,312 ) 9.24 — — Forfeited (507,752 ) 9.70 (1,596,278 ) 9.44 Balance as of March 31, 2023 10,419,736 $ 9.82 31,817,249 $ 11.22 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. Share-based Compensation Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended Three Months Ended Cost of services, exclusive of depreciation and amortization $ 9 $ 7 Selling, general and administrative 28 26 Total share-based compensation expense $ 37 $ 33 As of March 31, 2023, total future compensation expense related to unvested RSUs was $90 million, which will be recognized over a remaining weighted-average amortization period of approximately 1.6 years. As of March 31, 2023, total future compensation expense related to PRSUs was $161 million, which will be recognized over a remaining weighted-average amortization period of approximately 1.5 years. Employee Stock Purchase Plan In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month | 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 Management determined the expected volatility based on the average implied asset volatilities of comparable companies as we do not have sufficient trading history for the PRSUs. The expected term represents the period that the PRSUs are expected to be outstanding. Because of the lack of sufficient historical data necessary to calculate the expected term, we used the contractual vesting period of five years to estimate the expected term. For the Predecessor period, the key assumptions included in the Monte Carlo simulation were expected volatility of 45%, a risk-free interest rate of 1% and no expected dividends. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. As a result of the change in control related to the Business Combination, the vesting of the time-based PRSU Class B units accelerated on the Closing Date. Prior to the Closing Date, the time-based PRSUs vested ratably over periods of one 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: Weighted Weighted Predecessor RSUs Per Unit PRSUs Per Unit Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested (944 ) 5,374 — — Forfeited (954 ) 4,491 (3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested (517 ) 5,459 — — Forfeited (121 ) 4,527 (567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 Successor Plans Share-based payments consist of grants of RSUs and PRSUs. The Company recognizes compensation expense on a straight-line basis over the requisite service period for awards expected to ultimately vest. Predecessor Replacement Awards In connection with the Business Combination, the holders of certain unvested awards under the Predecessor plans were granted replacement awards in the Successor company. • Class B units: The unvested Class B units of Alight Holdings were granted replacement Unvested Class A common shares, Unvested Class B-1 Class B-2 • Class A-1 Class A-1 Class B-2 two 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 year ended December 31, 2022 and 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 generally vest ratably each December 31 over a three-year period. The PRSUs granted in 2021 vest upon achievement of the Company’s performance goal, Total Contract Value of Business Process as a Service (“BPaaS”). The PRSUs granted in 2022 vest upon achievement of the Company’s performance goal, Total BPaaS Revenue and Total Consolidated Revenue. The Company begins to recognize expense associated with the PRSUs when the achievement of the performance condition is deemed probable. During the year ended December 31, 2022, based on management’s analysis of the corresponding performance conditions, the Company increased expected achievement levels related to the PRSUs granted in 2021. The fair value of each RSU and PRSU is based upon the grant date market price. The aggregate grant date fair value of RSUs and PRSUs granted during the Successor year ended December 31, 2022 was $45 million and $186 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 year ended December 31, 2022 and six months ended December 31, 2021: RSUs (1) Weighted PRSUs (1)(2) 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 Granted 5,019,998 9.01 15,816,619 11.76 Vested (3,053,701 ) 12.24 — — Forfeited (1,348,552 ) 11.46 (2,474,009 ) 11.90 Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. Employee Stock Purchase Plan In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company are eligible to purchase Class A common stock of the Company twice per year at the end of a six-month Share-based Compensation Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Consolidated Statement of Comprehensive Income (Loss) as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended, Cost of services, exclusive of depreciation and amortization $ 40 $ 19 $ 1 $ 1 Selling, general and administrative 141 48 4 4 Total share-based compensation expense $ 181 $ 67 $ 5 $ 5 As of December 31, 2022, total future compensation expense related to unvested RSUs is $64 million which will be recognized over a remaining weighted-average amortization period of approximately 1.3 years. As of December 31, 2022, total future compensation expense related to PRSUs is $168 million which will be recognized over approximately the next 1.4 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net income (loss) attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of March 31, 2023, the Seller Earnouts were excluded from the diluted earnings per share calculations. Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Three Months Ended Three Months Ended Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. – basic and diluted $ (68 ) $ (11 ) Denominator Weighted-average shares outstanding – basic 476,145,761 456,838,216 Basic and diluted (net loss) earnings per share $ (0.14 ) $ (0.02 ) For the three months ended March 31, 2023, 44,135,874 Alight Holdings Class A units related to noncontrolling interests and 10,412,840 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the three months ended March 31, 2022, 76,220,431 Alight Holdings Class A units related to noncontrolling interests and 11,137,394 unvested RSUs, were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, for the three months ended March 31, 2023 and 2022, 14,999,998 shares, respectively, related to the Seller Earnouts were excluded from the calculation of basic and diluted earnings per share. For the three months ended March 31, 2023 and 2022, 31,079,227 and 35,501,399, respectively, unvested PRSUs were excluded from the calculation of basic and diluted earnings per share. These share amounts were calculated based on expected achievement levels and were excluded as the performance conditions were not met as of the end of the respective periods. | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net (loss) income attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of the end of the Successor period, the Seller Earnouts were excluded from the diluted earnings per share calculations. Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Year Ended Six Months Ended Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc.—basic and diluted $ (62 ) $ (35 ) Denominator Weighted-average shares outstanding—basic and diluted 458,558,192 439,800,624 Basic and diluted (net loss) earnings per share $ (0.14 ) $ (0.08 ) For the Successor year ended December 31, 2022, 74,665,373 units related to noncontrolling interests and 7,624,817 unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. In addition, 14,999,998 shares related to the Seller Earnouts and 32,852,974 unvested PRSUs were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period. |
Segment Reporting
Segment Reporting | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Segment Reporting | 12. Segment Reporting Effective January 1, 2023, the Company’s former Hosted business revenues and gross profit are reported in Other as the business is no longer core to the Company’s operations. There is no change in composition among the Employer Solutions and Professional Services segments. Additionally, the Company changed its measure of segment profit and loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the Company’s segments and assessing business performance. Prior to January 1, 2023, the Company reported its measure of segment profit as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s Chief Executive Officer is its CODM. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment gross profit to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Three Months Ended Three Months Ended Employer Solutions Recurring $ 669 $ 570 Project 54 53 Total Employer Solutions 723 623 Professional Services Recurring 33 30 Project 65 60 Total Professional Services 98 90 Total Reportable Segments 821 713 Other 10 12 Total revenue $ 831 $ 725 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended Three Months Ended Employer Solutions $ 238 $ 204 Professional Services 19 19 Total Gross Profit 257 223 Selling, general and administrative 185 140 Depreciation and intangible amortization 85 85 Operating Income (Loss) (13 ) (2 ) (Gain) Loss from change in fair value of financial instruments 25 (13 ) (Gain) Loss from change in fair value of tax receivable agreement 8 (5 ) Interest expense 33 29 Other (income) expense, net 3 (1 ) Income (Loss) Before Taxes $ (82 ) $ (12 ) Recast of Segment Information As a result of the Company’s segment changes noted above, the Company recast its segment revenues and profit measure to conform to current year presentation for the three and six months ended June 30, 2022, the three and nine months ended September 30, 2022 and for the fiscal year ended December 31, 2022. Revenue Three Months Six Months Three Months Nine Months Twelve Months Employer Solutions: Recurring $ 559 $ 1,129 $ 583 $ 1,712 $ 2,467 Project 55 108 62 170 251 Total Employer Solutions 614 1,237 645 1,882 2,718 Professional Services: Recurring 32 62 32 94 128 Project 59 119 63 182 243 Total Professional Services 91 181 95 276 371 Total Reportable Segments 705 1,418 740 2,158 3,089 Other 10 22 10 32 43 Total $ 715 $ 1,440 $ 750 $ 2,190 $ 3,132 Segment Profit Three Months 2022 Six Months Three Months Nine Months Twelve Months Employer Solutions $ 200 $ 404 $ 189 $ 593 $ 911 Professional Services 20 39 23 62 86 Other (1 ) (1 ) — (1 ) (1 ) Total Gross Profit 219 442 212 654 996 Selling, general and administrative 157 297 178 475 671 Depreciation and intangible amortization 85 170 84 254 339 Operating Income (Loss) (23 ) (25 ) (50 ) (75 ) (14 ) (Gain) Loss from change in fair value of financial instruments (50 ) (63 ) 10 (53 ) (38 ) (Gain) Loss from change in fair value of tax receivable agreement (38 ) (43 ) (20 ) (63 ) (41 ) Interest expense 29 58 31 89 122 Other (income) expense, net (7 ) (8 ) (6 ) (14 ) (16 ) Income (Loss) Before Taxes $ 43 $ 31 $ (65 ) $ (34 ) $ (41 ) | 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 a Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The accounting policies of the segments are the same as those described in Note 2 “Accounting Policies and Practices.” The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended Employer Solutions Recurring $ 2,467 $ 1,213 $ 1,049 $ 2,051 Project 251 134 107 237 Total Employer Solutions 2,718 1,347 1,156 2,288 Professional Services Recurring 128 65 60 108 Project 243 121 124 260 Total Professional Services 371 186 184 368 Hosted Business 43 21 21 72 Total $ 3,132 $ 1,554 $ 1,361 $ 2,728 Segment Profit Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended Employer Solutions $ 659 $ 344 $ 274 $ 533 Professional Services 1 1 7 31 Hosted Business (1 ) (2 ) (3 ) — Total of all reportable segments 659 343 278 564 Share-based compensation 181 67 5 5 Transaction and integration expenses (1) 19 13 — — Non-recurring (2) — 19 18 — Transformation initiatives (3) — — — 8 Restructuring 63 5 9 77 Other (4) 15 (10 ) (5 ) 36 Depreciation 79 31 49 91 Intangible amortization 316 153 100 200 Operating (Loss) Income (14 ) 65 102 147 (Gain) Loss from change in fair value of financial instruments (38 ) 65 — — (Gain) Loss from change in fair value of tax receivable agreement (41 ) (37 ) — — Interest expense 122 57 123 234 Other (income) expense, net (16 ) 3 9 7 Loss Before Income Tax Expense (Benefit) $ (41 ) $ (23 ) $ (30 ) $ (94 ) (1) Transaction and integration expenses related to acquisitions in 2022 and 2021. (2) Non-recurring (3) Transformation initiatives in fiscal year 2020 includes expenses related to enhancing our data center. (4) Other primarily includes activity related to long-term incentives and expenses related to acquisitions, offset by Other (income) expense, net which was primarily comprised of contingent consideration earnout activities. Revenue by geographic location is as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended Year Ended United States $ 2,759 $ 1,358 $ 1,168 $ 2,353 Rest of world 373 196 193 375 Total $ 3,132 $ 1,554 $ 1,361 $ 2,728 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Successor December 31, December 31, United States $ 359 $ 305 Rest of world 47 51 Total $ 406 $ 356 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 Notional Amount Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $522,934,227 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $651,065,293 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $272,061,373 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $347,501,107 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $150,000,000 3.9100 % December 2026 Concurrent with the refinancing of certain term loans, we amended our interest rate swaps to incorporate Term SOFR. In accordance with ASC Topic 848, Reference Rate Reform Certain 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 hedge amendments in December 2021 and July 2021, the fair value of the instruments at the time of re-designation Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): March 31, December 31, Assets Other current assets $ 72 $ 72 Other assets 37 62 Total $ 109 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 5 — Total $ 5 $ — The Company does not expect any derivative gains or losses included in Accumulated other comprehensive income as of March 31, 2023 will be reclassified into earnings over the next twelve months. | 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 Notional Amount Fixed Expiration Date July 2021 August 2020 $ 89,863,420 $ 100,000,000 3.0680 % February 2023 December 2021 August 2020 $ 181,205,050 $ 478,905,707 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 599,043,463 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 218,699,843 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 302,505,737 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 Concurrent with the Term Loan refinancing, we amended our interest rate swap to incorporate Term SOFR. In accordance with Accounting Standards Codification Topic 848, Reference Rate Reform 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 hedge amendments in December 2021 and July 2021, the fair value of the instruments at the time of re-designation Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Consolidated Balance Sheets are as follows (in millions): December 31, December 31, Assets Other current assets $ 72 $ 1 Other assets 62 16 Total $ 134 $ 17 Liabilities Other current liabilities $ — $ 8 Other liabilities — 1 Total $ — $ 9 The Company estimates that approximately $71 million of derivative gains included in Accumulated other comprehensive income as of December 31, 2022 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 portion of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This portion of the Seller Earnouts are subject to remeasurement at each balance sheet date. At March 31, 2023 and December 31, 2022, the Seller Earnouts had a fair value of $109 million and $96 million, respectively. For the three months ended March 31, 2023 and 2022, a loss of $13 million and a gain of $14 million, respectively, was recorded in (Gain) Loss from change in fair value of financial instruments in the Condensed Consolidated Statements of Comprehensive Income (Loss). The fair value of the Class B-1 B-2 Class Z-B-1 Z-B-2 In addition, the Class Z instruments are also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments do not meet the criteria for classification within equity. The fair value of the Class Z-A re-allocated | 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, 2022 and December 31, 2021, the Seller Earnouts had a fair value of $96 million and $135 million, respectively. For the Successor year ended and six months ended December 31, 2022 and December 31, 2021, respectively, a gain of $38 million and a loss of $26 million, respectively, was recorded in (Gain) loss from change in fair value of financial instruments in the Consolidated Statements of Comprehensive Income (Loss). The fair value of the Seller Earnouts is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16 “Fair Value Measurements”). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 50%, risk-free interest rate of 3.98%, expected holding period of 5.51 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. Warrants Upon the completion of the prior year 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, 2022 and 2021, no Warrants were outstanding. For the Successor six months ended December 31, 2021, a loss of $39 million was recorded in Loss from change in fair value of financial 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. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Tax Receivable Agreement | 15. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay certain sellers, as applicable, 85% of the tax benefits, of any savings that we realize, calculated using certain assumptions, as a result of (i) tax basis adjustments from sales and exchanges of Alight Holdings equity interests in connection with or following the Business Combination and certain distributions with respect to Alight Holdings equity interests, (ii) our utilization of certain tax attributes, and (iii) certain other tax benefits related to entering into the TRA. Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at March 31, 2023 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 26.4%; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 8.8%. Subsequent to the Business Combination, we record additional liabilities under the TRA as and when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the three months ended March 31, 2023, an additional TRA liability of $67 million was established as a result of these exchanges. This amount along with the total impact of exchanges of $43 million for the year ended December 31, 2022, are excluded from the portion of the TRA liability that is measured at fair value on a recurring basis. The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Beginning balance as of December 31, 2022 $ 575 Fair value remeasurement 8 Payments (7 ) Conversion of noncontrolling interest 67 Ending Balance as of March 31, 2023 643 Less: current portion included in other current liabilities (49 ) Total long-term tax receivable agreement liability $ 594 | 15. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay certain sellers, as applicable, 85% of the tax benefits, of any savings that we realize, calculated using certain assumptions, as a result of (i) tax basis adjustments from sales and exchanges of Alight Holdings equity interests in connection with or following the Business Combination and certain distributions with respect to Alight Holdings equity interests, (ii) our utilization of certain tax attributes, and (iii) certain other tax benefits related to entering into the TRA. Actual tax benefits realized by Alight may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Alight may make under the TRA will be substantial. The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at December 31, 2022 assumes: (i) a constant blended U.S. federal, state and local income tax rate of 26.4%; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 9.2%. Subsequent to the Business Combination, we will record additional liabilities under the TRA when Class A units of Alight Holdings are exchanged for Class A Common Stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the Successor year ended December 31, 2022, an additional TRA liability of $43 million was established as a result of these exchanges. The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Beginning balance as of December 31, 2021 $ 581 Measurement period adjustment (8 ) Fair value remeasurement (41 ) Conversion of noncontrolling interest 43 Ending Balance as of December 31, 2022 575 Less: current portion included in other current liabilities (7 ) Total long-term tax receivable agreement liability $ 568 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | 16. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 109 $ — $ 109 Total assets recorded at fair value $ — $ 109 $ — $ 109 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 Contingent consideration liability — — 13 13 Seller Earnouts liability — — 122 122 Tax receivable agreement liability (1) — — 533 533 Total liabilities recorded at fair value $ — $ 5 $ 668 $ 673 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability (1) — — 532 532 Total liabilities recorded at fair value $ — $ — $ 641 $ 641 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. Derivatives The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance Contingent Consideration The contingent consideration liabilities relate to an acquisition completed by the Predecessor in 2018, and are included in Other current liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other (income) expense, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Three Months Beginning balance $ 13 $ 33 Measurement period adjustments — (2 ) Accretion of contingent consideration — 1 Remeasurement of acquisition-related contingent consideration — — Payments — — Ending Balance $ 13 $ 32 Non-Recurring The Company’s financial liabilities not measured at fair value on a recurring basis are as follows (in millions): March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 31 $ 31 Long-term debt, net 2,791 2,782 2,792 2,780 Total $ 2,816 $ 2,807 $ 2,823 $ 2,811 The carrying value of the Term Loan, Secured Senior Notes include the outstanding principal balance, less any unamortized premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior 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 three months ended March 31, 2023 and 2022, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. | 16. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability — — 575 575 Total liabilities recorded at fair value $ — $ — $ 684 $ 684 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 17 $ — $ 17 Total assets recorded at fair value $ — $ 17 $ — $ 17 Liabilities Interest rate swaps $ — $ 9 $ — $ 9 Contingent consideration liability — — 33 33 Seller Earnouts liability — — 135 135 Tax receivable agreement liability — — 581 581 Total liabilities recorded at fair value $ — $ 9 $ 749 $ 758 Derivatives 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 (income) expense, net in the Consolidated Statements of Comprehensive Income (Loss). Significant unobservable inputs are used in the assessment of fair value, including assumptions regarding discount rates and probability assessments based on the likelihood of reaching the various targets set out in the acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended Beginning balance $ 33 $ 29 $ 26 $ 22 Acquisitions — 8 2 3 Measurement period adjustments (2 ) — — Accretion of contingent consideration 1 — 1 — Remeasurement of acquisition-related contingent consideration (15 ) (2 ) — 8 Payments (4 ) (2 ) — (7 ) Ending Balance $ 13 $ 33 $ 29 $ 26 Non-Recurring The Company’s financial liabilities measured at fair value on a non-recurring December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 31 $ 31 $ 38 $ 38 Long-term debt, net 2,792 2,780 2,830 2,834 Total $ 2,823 $ 2,811 $ 2,868 $ 2,872 The carrying value of the Term Loan, Secured Senior Notes and Unsecured Senior Notes include the outstanding principal balances, less any unamortized discount or premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates, and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior Notes have fixed interest rates and the fair value is classified as Level 2 within the fair value hierarchy and corroborated by observable market data (see Note 8 “Debt”). The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. During the Successor year ended December 31, 2022, the six months ended December 31, 2021, the Predecessor six months ended June 30, 2021 and year ended December 31, 2020, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. |
Restructuring
Restructuring | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring | 17. Restructuring Transformation Program On February 20, 2023, the Company approved a two-year pre-tax two-year two-year two-year From the inception of the plan through March 31, 2023, the Company has incurred total expenses of $26 million. These charges are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Inception Estimated Estimated Employer Solutions Severance and Related Benefits $ 1 $ 1 $ 15 $ 16 Other Restructuring Costs (1) 19 19 80 99 Total Employer Solutions $ 20 $ 20 $ 95 $ 115 Professional Services Severance and Related Benefits $ — $ — $ 5 $ 5 Other Restructuring Costs (1) — — 4 4 Total Professional Services $ — $ — $ 9 $ 9 Corporate Severance and Related Benefits $ 5 $ 5 $ 8 $ 13 Other Restructuring Costs (1) 1 1 2 3 Total Corporate $ 6 $ 6 $ 10 $ 16 Total Restructuring Costs $ 26 $ 26 $ 114 $ 140 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. As of March 31, 2023, approximately $12 million of the Company’s total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Estimated Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 6 20 26 Cash payments (1 ) (16 ) (17 ) Accrued restructuring liability as of March 31, 2023 $ 5 $ 4 $ 9 Plan During the third quarter of 2019, management initiated a restructuring and integration plan (the “Plan”) following the completion of the Hodges acquisition and in anticipation of the NGA HR acquisition, which was completed on November 1, 2019. The Plan was intended to integrate and streamline operations across the Company and to generate cost reductions related to position eliminations and facility and system rationalizations. This restructuring and integration plan was complete as of December 31, 2022. The following table summarizes the changes in the accrual balance: Severance and Estimated Total Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 Cash payments (1 ) (4 ) (5 ) Accrued restructuring liability as of March 31, 2023 $ 3 $ — $ 3 | 17. 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. This restructuring and integration plan is complete as of December 31, 2022. From the inception of the Plan through December 31, 2022, the Company has incurred total expenses of $168 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, 2022: Successor Predecessor Year Ended Six months ended Six months ended Total Spend Employer Solutions Severance and Related Benefits $ 11 $ 1 $ 6 $ 57 Other Restructuring Costs (1) 41 3 2 86 Total Employer Solutions $ 52 $ 4 $ 8 $ 143 Professional Services Severance and Related Benefits $ 2 $ — $ 1 $ 10 Other Restructuring Costs (1) 9 1 — 15 Total Professional Services $ 11 $ 1 $ 1 $ 25 Total Restructuring Costs $ 63 $ 5 $ 9 $ 168 (1) Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. As of December 31, 2022, approximately $8 million of the restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Severance and Other Restructuring Total Accrued restructuring liability as of December 31, 2021 $ 4 $ — $ 4 Restructuring charges 13 50 63 Cash payments (13 ) (53 ) (66 ) Non-cash (1) — 7 7 Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 (1) Non-cash |
Employee Benefits
Employee Benefits | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employee Benefits | 18. Employee Benefits Defined Contribution Savings Plans Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the three months ended March 31, 2023 and 2022, expenses were $19 million and $17 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). | 18. 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 year ended December 31, 2022, the six months ended December 31, 2021, and the Predecessor six months ended June 30, 2021 and year ended December 31, 2020, expenses were $59 million, $24 million, $31 million, and $46 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). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 19. Commitments and Contingencies Legal The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at March 31, 2023 and December 31, 2022 were not significant. Guarantees and Indemnifications The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements. Purchase Obligations The Company’s expected cash outflow for non-cancellable 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. | 20. Commitments and Contingencies Legal The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at December 31, 2022 and December 31, 2021 were not material. Guarantees and Indemnifications The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Consolidated Financial Statements. Purchase Obligations The Company’s expected cash outflow for non-cancellable 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. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Obligations | 19. Lease Obligations The Company determines if an arrangement is a lease at inception. Operating leases are included in Other assets, Other current liabilities and Other liabilities in the Consolidated Balance Sheets. Right-of-use right-of-use The Company’s most significant leases are office facilities. For these leases, the Company has elected the practical expedient permitted under Accounting Standards Update 2016-02, 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 Year Ended Six Months Six Months Year Ended 2022 2021 2021 2020 Operating lease cost $ 25 $ 14 $ 16 $ 40 Finance lease cost: Amortization of leased assets 25 12 13 21 Interest of lease liabilities 3 2 2 4 Variable and short-term lease cost 6 3 3 6 Sublease income (8 ) (3 ) (4 ) (6 ) Total lease cost $ 51 $ 28 $ 30 $ 65 Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): Successor December 31, December 31, Operating Leases Operating lease right-of-use assets $ 86 $ 120 Current operating lease liabilities 34 44 Noncurrent operating lease liabilities 103 139 Total operating lease liabilities $ 137 $ 183 Finance Leases Fixed assets, net $ 46 $ 62 Current finance lease liabilities 25 27 Noncurrent finance lease liabilities 18 34 Total finance lease liabilities $ 43 $ 61 Weighted Average Remaining Lease Term (in years) Operating leases 6.5 5.8 Finance leases 2.0 2.7 Weighted Average Discount Rate Operating leases 4.6 % 4.3 % Finance leases 4.3 % 4.4 % Supplemental cash flow and other information related to leases was as follows (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended 2022 2021 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 48 $ 27 $ 22 $ 42 Operating cash flows from finance leases 2 2 2 4 Financing cash flows from finance leases 30 14 17 24 Right-of Operating leases $ 11 $ 2 $ 10 $ 26 Finance leases 9 2 2 62 Future lease payments for lease obligations with initial terms in excess of one year as of December 31, 2022 are as follows (in millions): Finance Operating 2023 $ 21 $ 37 2024 18 33 2025 5 19 2026 — 17 2027 — 15 Thereafter — 28 Total lease payments 44 149 Less: amount representing interest (1 ) (19 ) Total lease obligations, net 43 130 Less: current portion of lease obligations, net (25 ) (34 ) Total long-term portion of lease obligations, net $ 18 $ 96 The operating lease future lease payments include sublease rental income of $6 million, $5 million and $2 million for 2023, 2024, 2025, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Two-Year On February 20, 2023, the Company approved a two-year pre-tax two-year two-year two-year |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. | 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. |
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 Subsequent to the Business Combination, upon equity exchanges of the noncontrolling interests, the Company records obligations under the TRA at the gross undiscounted amount of the expected future payments as an increase to the liability with an offset to Additional paid-in | Tax Receivable Agreement In connection with the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with certain of our pre-Business Subsequent to the Business Combination, upon equity exchanges of the noncontrolling interests, the Company records obligations under the TRA at the gross undiscounted amount of the expected future payments as an increase to the liability with an offset to Additional paid-in-capital. |
New Accounting Pronouncements | New Accounting Pronouncements There are no recently issued accounting pronouncements that are expected to have a material impact upon our Condensed Consolidated Financial Statements. | |
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, 2022 and December 31, 2021, Cash and cash equivalents totaled $250 million and $372 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. Our Fiduciary assets included cash of $1,509 million and $1,280 million at December 31, 2022 and December 31, 2021, respectively. | |
Commissions Receivable | Commissions Receivable Commissions receivable, which is recorded in Other current assets and Other assets in the Consolidated Balance Sheets, are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of Commissions receivable is expected to be received within one year, while the non-current | |
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 $9 million and $5 million at December 31, 2022 and December 31, 2021, 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 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, 2022 and 2021, all warrants were exercised or redeemed. | |
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 | |
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 |
Accounting Policies and Pract_3
Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
Business Acquisition [Line Items] | |
Summary of Final Consideration Transferred | The following table summarizes the final consideration transferred (in millions): Cash consideration to prior equityholders (1) $ 1,055 Repayment of debt 1,814 Total cash consideration $ 2,869 Continuing unitholders rollover equity into the Company (2) 1,414 Contingent consideration—Tax Receivable Agreement (3) 610 Contingent consideration—Seller Earnouts (3) 109 Total consideration transferred $ 5,002 Noncontrolling interest (4) $ 799 (1) Includes cash consideration paid to reimburse seller for certain transaction expenses. (2) The Company issued approximately 141 million shares of Class A Common Stock that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date. (3) The TRA and Seller Earnouts represent liability classified contingent consideration. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Tax Receivable Agreement” to our consolidated financial statements included in this Annual Report on Form 10-K (4) The fair value of the noncontrolling interest is based on the fair value of acquired business, which was determined based on the price of the Company’s Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” to our consolidated financial statements included in this Annual Report on Form 10-K |
Summary of Final Purchase Price allocation | The following table summarizes the final purchase price allocation (in millions): Cash and cash equivalents $ 460 Receivables 484 Fiduciary assets 1,015 Other current assets 162 Fixed assets 205 Other assets 425 Accounts payable and accrued liabilities (327 ) Fiduciary liabilities (1,015 ) Other current liabilities (291 ) Debt assumed (2,370 ) Deferred tax liabilities (3 ) Other liabilities (396 ) Intangible assets 4,078 Total identifiable net assets $ 2,427 Goodwill $ 3,374 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair value Useful life Identifiable intangible assets (in millions) (in years) Definite lived trade names $ 400 15 Technology related intangibles $ 222 6 Customer-related and contract-based intangibles $ 3,456 15 |
Retiree Health Exchange | |
Business Acquisition [Line Items] | |
Summary of Final Purchase Price allocation | The following table summarizes the purchase price allocation (in millions): Receivables $ 1 Other current assets 29 Deferred tax assets 1 Accounts payable and accrued liabilities (13 ) Intangible assets 104 Fair value of net assets acquired and liabilities assumed 122 Goodwill 77 Total consideration $ 199 |
Other Financial Data (Tables)
Other Financial Data (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Other Financial Data [Abstract] | ||
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): March 31, December 31, Billed and unbilled receivables $ 648 $ 687 Allowance for expected credit losses (10 ) (9 ) Balance at end of period $ 638 $ 678 | The components of Receivables, net are as follows (in millions): December 31, December 31, Billed and unbilled receivables $ 687 $ 520 Allowance for expected credit losses (9 ) (5 ) Balance at end of period $ 678 $ 515 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): March 31, December 31, Deferred project costs $ 44 $ 43 Prepaid expenses 62 68 Commissions receivable 100 149 Other 106 119 Total $ 312 $ 379 | The components of Other current assets are as follows (in millions): December 31, 2022 December 31, 2021 Deferred project costs $ 43 $ 39 Prepaid expenses 68 66 Commissions receivable 149 148 Other 119 49 Total $ 379 $ 302 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): March 31, December 31, Deferred project costs $ 347 $ 342 Operating lease right of use asset 81 86 Commissions receivable 26 28 Other 61 86 Total $ 515 $ 542 | The components of Other assets are as follows (in millions): December 31, 2022 December 31, 2021 Deferred project costs $ 342 $ 274 Operating lease right of use asset 86 120 Commissions receivable 28 34 Other 86 44 Total $ 542 $ 472 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): March 31, December 31, Deferred revenue $ 140 $ 141 Operating lease liabilities 34 34 Finance lease liabilities 25 25 Other 136 100 Total $ 335 $ 300 | The components of Other current liabilities are as follows (in millions): December 31, 2022 December 31, 2021 Deferred revenue $ 141 $ 148 Operating lease liabilities 34 44 Finance lease liabilities 25 27 Other 100 182 Total $ 300 $ 401 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): March 31, December 31, Deferred revenue $ 96 $ 93 Operating lease liabilities 95 103 Finance lease liabilities 16 18 Unrecognized tax positions 12 13 Other 51 54 Total $ 270 $ 281 | Other liabilities The components of Other liabilities are as follows (in millions): December 31, 2022 December 31, 2021 Deferred revenue $ 93 $ 55 Operating lease liabilities 103 139 Finance lease liabilities 18 34 Unrecognized tax positions 13 44 Other 54 81 Total $ 281 $ 353 |
Summary of Components of Fixed Assets, Net | The components of Fixed assets, net are as follows (in millions): December 31, 2022 December 31, 2021 Capitalized software $ 183 $ 55 Leasehold improvements 42 40 Computer equipment 116 102 Furniture, fixtures and equipment 12 12 Construction in progress 73 58 Total Fixed assets, gross 426 267 Less: Accumulated depreciation 106 31 Fixed assets, net $ 320 $ 236 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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): Employer Professional Total Balance as of December 31, 2022 $ 3,606 73 3,679 Foreign currency translation 1 — 1 Balance as of March 31, 2023 $ 3,607 73 3,680 | The changes in the net carrying amount of goodwill are as follows (in millions): Employer Professional Total Balance as of December 31, 2021 $ 3,564 74 3,638 Acquisitions (1) 44 — 44 Foreign currency translation (2 ) (1 ) (3 ) Balance as of December 31, 2022 $ 3,606 73 3,679 (1) Amounts relate to the 2022 Acquisition and measurement period adjustments related to prior year acquisitions. See Note 4 “Acquisitions” for more information. |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets: Customer-related and contract based intangibles $ 3,670 $ 426 $ 3,244 $ 3,670 $ 364 $ 3,306 Technology related intangibles 263 74 189 263 63 200 Trade name (finite life) 409 49 360 408 42 366 Total $ 4,342 $ 549 $ 3,793 $ 4,341 $ 469 $ 3,872 | Intangible assets by asset class are as follows (in millions): December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Intangible assets: Customer-related and contract based intangibles $ 3,670 $ 364 $ 3,306 $ 3,662 $ 119 $ 3,543 Technology related intangibles 263 63 200 254 20 234 Trade name (finite life) 408 42 366 407 14 393 Total $ 4,341 $ 469 $ 3,872 $ 4,323 $ 153 $ 4,170 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of March 31, 2023 (in millions, except for years): Net Weighted-Average Intangible assets at March 31, 2023: Customer-related and contract-based intangibles $ 3,244 13.2 Technology-related intangibles 189 4.2 Trade name (finite life) 360 13.1 Total $ 3,793 | The following table reflects intangible asset net carrying amount and weighted average remaining useful lives as of December 31, 2022 (in millions, except for years): Net Weighted-Average Useful Lives Intangible assets at December 31, 2022: Customer-related and contract-based intangibles $ 3,306 13.5 Technology-related intangibles 200 4.5 Trade name (finite life) 366 13.3 Total $ 3,872 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to March 31, 2023, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade 2023 (April - December) $ 184 $ 34 $ 22 2024 246 45 29 2025 246 45 28 2026 246 44 27 2027 246 21 27 Thereafter 2,076 — 227 Total amortization expense $ 3,244 $ 189 $ 360 | Subsequent to December 31, 2022, the annual amortization expense is expected to be as follows (in millions): Customer-Related Technology Trade 2023 $ 246 $ 45 $ 29 2024 246 45 29 2025 246 45 28 2026 246 44 27 2027 246 21 27 Thereafter 2,076 — 226 Total amortization expense $ 3,306 $ 200 $ 366 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Loss) income before income tax expense (benefit) | (Loss) income before income tax expense (benefit) consists of the following (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended, (Loss) income before income tax expense (benefit) U.S. (loss) income $ (27 ) $ (14 ) $ (28 ) $ (88 ) Non-U.S. (14 ) (9 ) (2 ) (6 ) Total $ (41 ) $ (23 ) $ (30 ) $ (94 ) |
Schedule of Provision For Income Tax | The provision for income tax consists of the following (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended, Income tax expense (benefit): Current: Federal $ (10 ) $ 17 $ 1 $ — State 5 3 — — Foreign 10 6 (5 ) 9 Total current tax expense (benefit) $ 5 $ 26 $ (4 ) $ 9 Deferred tax expense (benefit): Federal $ 18 $ — $ — $ (1 ) State 6 — — 1 Foreign 2 (1 ) (1 ) — Total deferred tax (benefit) expense $ 26 $ (1 ) $ (1 ) $ — Total income tax expense (benefit) $ 31 $ 25 $ (5 ) $ 9 |
Schedule of Reconciliation of The Effective Tax Rate | The reconciliation of the effective tax rate for all periods presented is as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended Year Ended 2022 2021 2021 2020 Amount % Amount % Amount % Amount % (Loss) income before income tax expense (benefit) $ (41 ) $ (23 ) $ (30 ) $ (94 ) Provision for income taxes at the statutory rate $ (9 ) 21 % $ (5 ) 21 % $ — — % $ — — State income taxes, net of federal benefit 3 (7 )% 3 (12 )% — — % 1 — Jurisdictional rate differences 8 (20 )% (11 ) 49 % 1 (3 )% 9 (11 )% Changes in valuation allowances 39 (95 )% 23 (100 )% (2 ) 6 % — — Benefit of income not allocated to the Company 6 (14 )% 1 (4 )% — — — — Income in separate U.S. tax consolidations 15 (37 )% 16 (68 )% — — — — Non-deductible 4 (9 )% 8 (35 )% (2 ) 6 % — — Tax credits (7 ) 17 % (4 ) 19 % — — — — Change in uncertain tax positions (28 ) 68 % (5 ) 24 % — — — — Other — — % (1 ) (3 )% (2 ) 7 % (1 ) 1 % Income tax expense (benefit) $ 31 (76 )% $ 25 (109 )% $ (5 ) 16 % $ 9 (10 )% |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in millions): Successor December 31, December 31, Deferred tax assets: Employee benefit plans $ 3 $ 2 Interest expense carryforward 55 13 Other credits 39 39 Tax receivable agreement 72 64 Other accrued expenses — 10 Seller Earnouts 11 35 Fixed assets — 2 Intangible assets — — Net operating losses 213 313 Other 5 4 Total 398 482 Valuation allowance on deferred tax assets (127 ) (226 ) Total $ 271 $ 256 Deferred tax liabilities: Intangible assets $ (32 ) $ (33 ) Investment in partnership (254 ) (246 ) Interest rate swap (30 ) — Other (9 ) (10 ) Total $ (325 ) $ (289 ) Net deferred tax (liability) asset $ (54 ) $ (33 ) |
Schedule of Amount of Uncertain Tax Positions | The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions): Balance at January 1, 2021 (Predecessor) $ 34 Additions for tax positions of prior years 1 Balance at June 30, 2021 (Predecessor) $ 35 Balance at July 1, 2021 (Successor) 35 Lapse of statute of limitations (5 ) Balance at December 31, 2021 (Successor) $ 30 Lapse of statute of limitations (22 ) Balance at December 31, 2022 (Successor) $ 8 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions) Maturity Date March 31, December 31, Term Loan May 1, 2024 $ — $ 65 Term Loan, B-1 (1) August 31, 2028 2,507 2,448 Secured Senior Notes June 1, 2025 309 310 $300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,816 2,823 Less: current portion of long-term debt, net (25 ) (31 ) Total long-term debt, net $ 2,791 $ 2,792 (1) The net balance for the B-1 B-1 | Debt outstanding consisted of the following (in millions): Maturity Date December 31, December 31, Term Loan May 1, 2024 $ 65 $ 72 Term Loan, Amended October 31, 2026 — 1,958 Term Loan, Third Incremental (1) August 31, 2028 — 517 Term Loan, B-1 (2) August 31, 2028 2,448 — Secured Senior Notes June 1, 2025 310 314 $294 million Revolving Credit Facility, Amended August 31, 2026 — — Other June 30, 2022 — 7 Total debt, net 2,823 2,868 Less: current portion of long-term debt, net (31 ) (38 ) Total long-term debt, net $ 2,792 $ 2,830 (1) The net balance for the Third Incremental Term Loan at December 31, 2021 includes unamortized debt issuance costs of $6 million. (2) The net balance for the B-1 |
Schedule of Aggregate Remaining Contractual Principal Payments | Aggregate remaining contractual principal payments as of March 31, 2023 are as follows (in millions): 2023 $ 19 2024 25 2025 325 2026 25 2027 25 Thereafter 2,395 Total payments $ 2,814 | Principal Payments Aggregate contractual principal payments as of December 31, 2022 are as follows (in millions): 2023 $ 31 2024 83 2025 325 2026 25 2027 25 Thereafter 2,331 Total payments $ 2,820 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2022 470,756,961 4,990,453 4,990,453 63,481,465 5,595,577 1,506,385 Conversion of noncontrolling interest 19,345,591 — — (19,345,591 ) — — Shares granted upon vesting 1,035,470 — — — (398,496 ) — Issuance for compensation to non-employees (1) 18,059 — — — — — Share repurchases (1,148,435 ) — — — — 1,148,435 Balance at March 31, 2023 490,007,646 4,990,453 4,990,453 44,135,874 5,197,081 2,654,820 (1) Issued to certain members of the Board of Directors in lieu of cash retainer. | 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. |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign (1) Interest (2) Total Balance at December 31, 2022 $ (11 ) $ 106 $ 95 Other comprehensive (loss) income before reclassifications 3 (7 ) (4 ) Tax expense (benefit) (1 ) 7 6 Other comprehensive (loss) income before reclassifications, net of tax 2 — 2 Amounts reclassified from accumulated other comprehensive income — (16 ) (16 ) Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — (16 ) (16 ) Net current period other comprehensive income, net of tax 2 (16 ) (14 ) Balance at March 31, 2023 $ (9 ) $ 90 $ 81 (1) Foreign currency translation adjustments did not include any 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. | 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. |
Share-Based Compensation Expe_2
Share-Based Compensation Expense (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Unit Activity | The following tables summarizes the unit activity related to the RSUs and PRSUs during the three months ended March 31, 2023: RSUs (1) Weighted PRSUs (1)(2) Weighted Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 Granted 4,915,639 8.86 3,327,804 8.86 Vested (1,754,312 ) 9.24 — — Forfeited (507,752 ) 9.70 (1,596,278 ) 9.44 Balance as of March 31, 2023 10,419,736 $ 9.82 31,817,249 $ 11.22 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. | The following tables summarizes the unit activity related to the RSUs and PRSUs during the Predecessor periods as follows: Weighted Weighted Predecessor RSUs Per Unit PRSUs Per Unit Balance as of December 31, 2019 2,907 $ 4,785 7,563 $ 3,350 Granted 1,990 4,578 5,469 4,572 Vested (944 ) 5,374 — — Forfeited (954 ) 4,491 (3,809 ) 3,513 Balance as of December 31, 2020 2,999 $ 4,563 9,223 $ 4,015 Granted 254 28,875 389 24,420 Vested (517 ) 5,459 — — Forfeited (121 ) 4,527 (567 ) 2,626 Balance as of June 30, 2021 2,614 $ 6,741 9,045 $ 4,888 The following tables summarizes the unit activity related to the RSUs and PRSUs during the Successor year ended December 31, 2022 and six months ended December 31, 2021: RSUs (1) Weighted PRSUs (1)(2) 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 Granted 5,019,998 9.01 15,816,619 11.76 Vested (3,053,701 ) 12.24 — — Forfeited (1,348,552 ) 11.46 (2,474,009 ) 11.90 Balance as of December 31, 2022 7,766,161 $ 10.28 30,085,723 $ 11.38 (1) These share totals include both unvested shares and restricted stock units. (2) PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. |
Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs | Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended Three Months Ended Cost of services, exclusive of depreciation and amortization $ 9 $ 7 Selling, general and administrative 28 26 Total share-based compensation expense $ 37 $ 33 | Total share-based compensation costs related to the RSUs and PRSUs are recorded in the Consolidated Statement of Comprehensive Income (Loss) as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended, Cost of services, exclusive of depreciation and amortization $ 40 $ 19 $ 1 $ 1 Selling, general and administrative 141 48 4 4 Total share-based compensation expense $ 181 $ 67 $ 5 $ 5 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Summary of Basic and Diluted (Net Loss) Earnings Per Share | Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Three Months Ended Three Months Ended Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc. – basic and diluted $ (68 ) $ (11 ) Denominator Weighted-average shares outstanding – basic 476,145,761 456,838,216 Basic and diluted (net loss) earnings per share $ (0.14 ) $ (0.02 ) | Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Year Ended Six Months Ended Basic and diluted (net loss) earnings per share: Numerator Net (loss) income attributable to Alight, Inc.—basic and diluted $ (62 ) $ (35 ) Denominator Weighted-average shares outstanding—basic and diluted 458,558,192 439,800,624 Basic and diluted (net loss) earnings per share $ (0.14 ) $ (0.08 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Schedule of Reportable Segments | Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Three Months Ended Three Months Ended Employer Solutions Recurring $ 669 $ 570 Project 54 53 Total Employer Solutions 723 623 Professional Services Recurring 33 30 Project 65 60 Total Professional Services 98 90 Total Reportable Segments 821 713 Other 10 12 Total revenue $ 831 $ 725 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Segment Profit Three Months Ended Three Months Ended Employer Solutions $ 238 $ 204 Professional Services 19 19 Total Gross Profit 257 223 Selling, general and administrative 185 140 Depreciation and intangible amortization 85 85 Operating Income (Loss) (13 ) (2 ) (Gain) Loss from change in fair value of financial instruments 25 (13 ) (Gain) Loss from change in fair value of tax receivable agreement 8 (5 ) Interest expense 33 29 Other (income) expense, net 3 (1 ) Income (Loss) Before Taxes $ (82 ) $ (12 ) Recast of Segment Information As a result of the Company’s segment changes noted above, the Company recast its segment revenues and profit measure to conform to current year presentation for the three and six months ended June 30, 2022, the three and nine months ended September 30, 2022 and for the fiscal year ended December 31, 2022. Revenue Three Months Six Months Three Months Nine Months Twelve Months Employer Solutions: Recurring $ 559 $ 1,129 $ 583 $ 1,712 $ 2,467 Project 55 108 62 170 251 Total Employer Solutions 614 1,237 645 1,882 2,718 Professional Services: Recurring 32 62 32 94 128 Project 59 119 63 182 243 Total Professional Services 91 181 95 276 371 Total Reportable Segments 705 1,418 740 2,158 3,089 Other 10 22 10 32 43 Total $ 715 $ 1,440 $ 750 $ 2,190 $ 3,132 Segment Profit Three Months 2022 Six Months Three Months Nine Months Twelve Months Employer Solutions $ 200 $ 404 $ 189 $ 593 $ 911 Professional Services 20 39 23 62 86 Other (1 ) (1 ) — (1 ) (1 ) Total Gross Profit 219 442 212 654 996 Selling, general and administrative 157 297 178 475 671 Depreciation and intangible amortization 85 170 84 254 339 Operating Income (Loss) (23 ) (25 ) (50 ) (75 ) (14 ) (Gain) Loss from change in fair value of financial instruments (50 ) (63 ) 10 (53 ) (38 ) (Gain) Loss from change in fair value of tax receivable agreement (38 ) (43 ) (20 ) (63 ) (41 ) Interest expense 29 58 31 89 122 Other (income) expense, net (7 ) (8 ) (6 ) (14 ) (16 ) Income (Loss) Before Taxes $ 43 $ 31 $ (65 ) $ (34 ) $ (41 ) | Information regarding the Company’s current reportable segments is as follows (in millions): Revenue Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended Employer Solutions Recurring $ 2,467 $ 1,213 $ 1,049 $ 2,051 Project 251 134 107 237 Total Employer Solutions 2,718 1,347 1,156 2,288 Professional Services Recurring 128 65 60 108 Project 243 121 124 260 Total Professional Services 371 186 184 368 Hosted Business 43 21 21 72 Total $ 3,132 $ 1,554 $ 1,361 $ 2,728 Segment Profit Successor Predecessor Year Ended Six Months Ended Six Months Ended 2021 Year Ended Employer Solutions $ 659 $ 344 $ 274 $ 533 Professional Services 1 1 7 31 Hosted Business (1 ) (2 ) (3 ) — Total of all reportable segments 659 343 278 564 Share-based compensation 181 67 5 5 Transaction and integration expenses (1) 19 13 — — Non-recurring (2) — 19 18 — Transformation initiatives (3) — — — 8 Restructuring 63 5 9 77 Other (4) 15 (10 ) (5 ) 36 Depreciation 79 31 49 91 Intangible amortization 316 153 100 200 Operating (Loss) Income (14 ) 65 102 147 (Gain) Loss from change in fair value of financial instruments (38 ) 65 — — (Gain) Loss from change in fair value of tax receivable agreement (41 ) (37 ) — — Interest expense 122 57 123 234 Other (income) expense, net (16 ) 3 9 7 Loss Before Income Tax Expense (Benefit) $ (41 ) $ (23 ) $ (30 ) $ (94 ) (1) Transaction and integration expenses related to acquisitions in 2022 and 2021. (2) Non-recurring (3) Transformation initiatives in fiscal year 2020 includes expenses related to enhancing our data center. (4) Other primarily includes activity related to long-term incentives and expenses related to acquisitions, offset by Other (income) expense, net which was primarily comprised of contingent consideration earnout activities. |
Schedule of Revenue and Long-lived Assets by Geographic Location | Revenue by geographic location is as follows (in millions): Successor Predecessor Year Ended Six Months Ended Six Months Ended Year Ended United States $ 2,759 $ 1,358 $ 1,168 $ 2,353 Rest of world 373 196 193 375 Total $ 3,132 $ 1,554 $ 1,361 $ 2,728 There was no single client who accounted for more than 10% of the Company’s revenues in any of the periods presented. Long-lived assets, representing Fixed assets, net and Operating lease right of use assets, by geographic location is as follows (in millions): Successor December 31, December 31, United States $ 359 $ 305 Rest of world 47 51 Total $ 406 $ 356 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 Notional Amount Fixed Rate Expiration Date December 2021 August 2020 $ 181,205,050 $522,934,227 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $651,065,293 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $272,061,373 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $347,501,107 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $150,000,000 3.9100 % December 2026 | 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 Notional Amount Fixed Expiration Date July 2021 August 2020 $ 89,863,420 $ 100,000,000 3.0680 % February 2023 December 2021 August 2020 $ 181,205,050 $ 478,905,707 0.7203 % April 2024 December 2021 August 2020 $ 388,877,200 $ 599,043,463 0.6826 % April 2024 December 2021 May 2022 $ 220,130,318 $ 218,699,843 0.4570 % April 2024 December 2021 May 2022 $ 306,004,562 $ 302,505,737 0.4480 % April 2024 December 2021 April 2024 $ 871,205,040 n/a 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 n/a 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 |
Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets | The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): March 31, December 31, Assets Other current assets $ 72 $ 72 Other assets 37 62 Total $ 109 $ 134 Liabilities Other current liabilities $ — $ — Other liabilities 5 — Total $ 5 $ — | The fair values and location of outstanding derivative instruments recorded in the Consolidated Balance Sheets are as follows (in millions): December 31, December 31, Assets Other current assets $ 72 $ 1 Other assets 62 16 Total $ 134 $ 17 Liabilities Other current liabilities $ — $ 8 Other liabilities — 1 Total $ — $ 9 |
Tax Receivable Agreement (Table
Tax Receivable Agreement (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Summary of Changes of Tax Receivable Liability | The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Beginning balance as of December 31, 2022 $ 575 Fair value remeasurement 8 Payments (7 ) Conversion of noncontrolling interest 67 Ending Balance as of March 31, 2023 643 Less: current portion included in other current liabilities (49 ) Total long-term tax receivable agreement liability $ 594 | The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Beginning balance as of December 31, 2021 $ 581 Measurement period adjustment (8 ) Fair value remeasurement (41 ) Conversion of noncontrolling interest 43 Ending Balance as of December 31, 2022 575 Less: current portion included in other current liabilities (7 ) Total long-term tax receivable agreement liability $ 568 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 109 $ — $ 109 Total assets recorded at fair value $ — $ 109 $ — $ 109 Liabilities Interest rate swaps $ — $ 5 $ — $ 5 Contingent consideration liability — — 13 13 Seller Earnouts liability — — 122 122 Tax receivable agreement liability (1) — — 533 533 Total liabilities recorded at fair value $ — $ 5 $ 668 $ 673 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability (1) — — 532 532 Total liabilities recorded at fair value $ — $ — $ 641 $ 641 (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. | The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): December 31, 2022 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 134 $ — $ 134 Total assets recorded at fair value $ — $ 134 $ — $ 134 Liabilities Contingent consideration liability — — 13 13 Seller Earnouts liability — — 96 96 Tax receivable agreement liability — — 575 575 Total liabilities recorded at fair value $ — $ — $ 684 $ 684 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 |
Summary of Changes in Deferred Contingent Consideration Liabilities | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Three Months Beginning balance $ 13 $ 33 Measurement period adjustments — (2 ) Accretion of contingent consideration — 1 Remeasurement of acquisition-related contingent consideration — — Payments — — Ending Balance $ 13 $ 32 | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended Beginning balance $ 33 $ 29 $ 26 $ 22 Acquisitions — 8 2 3 Measurement period adjustments (2 ) — — Accretion of contingent consideration 1 — 1 — Remeasurement of acquisition-related contingent consideration (15 ) (2 ) — 8 Payments (4 ) (2 ) — (7 ) Ending Balance $ 13 $ 33 $ 29 $ 26 |
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): March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 25 $ 25 $ 31 $ 31 Long-term debt, net 2,791 2,782 2,792 2,780 Total $ 2,816 $ 2,807 $ 2,823 $ 2,811 | The Company’s financial liabilities measured at fair value on a non-recurring December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 31 $ 31 $ 38 $ 38 Long-term debt, net 2,792 2,780 2,830 2,834 Total $ 2,823 $ 2,811 $ 2,868 $ 2,872 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Summary of Components of Lease Expense | The components of lease expense were as follows (in millions): Successor Predecessor Year Ended Six Months Six Months Year Ended 2022 2021 2021 2020 Operating lease cost $ 25 $ 14 $ 16 $ 40 Finance lease cost: Amortization of leased assets 25 12 13 21 Interest of lease liabilities 3 2 2 4 Variable and short-term lease cost 6 3 3 6 Sublease income (8 ) (3 ) (4 ) (6 ) Total lease cost $ 51 $ 28 $ 30 $ 65 | |
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 December 31, December 31, Operating Leases Operating lease right-of-use assets $ 86 $ 120 Current operating lease liabilities 34 44 Noncurrent operating lease liabilities 103 139 Total operating lease liabilities $ 137 $ 183 Finance Leases Fixed assets, net $ 46 $ 62 Current finance lease liabilities 25 27 Noncurrent finance lease liabilities 18 34 Total finance lease liabilities $ 43 $ 61 Weighted Average Remaining Lease Term (in years) Operating leases 6.5 5.8 Finance leases 2.0 2.7 Weighted Average Discount Rate Operating leases 4.6 % 4.3 % Finance leases 4.3 % 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 Year Ended Six Months Six Months Year Ended 2022 2021 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 48 $ 27 $ 22 $ 42 Operating cash flows from finance leases 2 2 2 4 Financing cash flows from finance leases 30 14 17 24 Right-of Operating leases $ 11 $ 2 $ 10 $ 26 Finance leases 9 2 2 62 | |
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, 2022 are as follows (in millions): Finance Operating 2023 $ 21 $ 37 2024 18 33 2025 5 19 2026 — 17 2027 — 15 Thereafter — 28 Total lease payments 44 149 Less: amount representing interest (1 ) (19 ) Total lease obligations, net 43 130 Less: current portion of lease obligations, net (25 ) (34 ) Total long-term portion of lease obligations, net $ 18 $ 96 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred. Three Months Ended Inception Estimated Estimated Employer Solutions Severance and Related Benefits $ 1 $ 1 $ 15 $ 16 Other Restructuring Costs (1) 19 19 80 99 Total Employer Solutions $ 20 $ 20 $ 95 $ 115 Professional Services Severance and Related Benefits $ — $ — $ 5 $ 5 Other Restructuring Costs (1) — — 4 4 Total Professional Services $ — $ — $ 9 $ 9 Corporate Severance and Related Benefits $ 5 $ 5 $ 8 $ 13 Other Restructuring Costs (1) 1 1 2 3 Total Corporate $ 6 $ 6 $ 10 $ 16 Total Restructuring Costs $ 26 $ 26 $ 114 $ 140 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. | The following table summarizes restructuring costs by type that have been incurred through December 31, 2022: Successor Predecessor Year Ended Six months ended Six months ended Total Spend Employer Solutions Severance and Related Benefits $ 11 $ 1 $ 6 $ 57 Other Restructuring Costs (1) 41 3 2 86 Total Employer Solutions $ 52 $ 4 $ 8 $ 143 Professional Services Severance and Related Benefits $ 2 $ — $ 1 $ 10 Other Restructuring Costs (1) 9 1 — 15 Total Professional Services $ 11 $ 1 $ 1 $ 25 Total Restructuring Costs $ 63 $ 5 $ 9 $ 168 (1) Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. |
Schedule of Accrued Restructuring Liability | As of March 31, 2023, approximately $12 million of the Company’s total restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. Severance and Estimated Total Accrued restructuring liability as of December 31, 2022 $ — $ — $ — Restructuring charges 6 20 26 Cash payments (1 ) (16 ) (17 ) Accrued restructuring liability as of March 31, 2023 $ 5 $ 4 $ 9 The following table summarizes the changes in the accrual balance: Severance and Estimated Total Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 Cash payments (1 ) (4 ) (5 ) Accrued restructuring liability as of March 31, 2023 $ 3 $ — $ 3 | As of December 31, 2022, approximately $8 million of the restructuring liability is unpaid and is recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. Severance and Other Restructuring Total Accrued restructuring liability as of December 31, 2021 $ 4 $ — $ 4 Restructuring charges 13 50 63 Cash payments (13 ) (53 ) (66 ) Non-cash (1) — 7 7 Accrued restructuring liability as of December 31, 2022 $ 4 $ 4 $ 8 (1) Non-cash |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) | Jul. 02, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Alight Holdings | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Non-voting ownership percentage held by noncontrolling interest | 15% | 8% | 12% |
Special Purpose Acquisition Company | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Business combination, closing date of acquisition | Jul. 02, 2021 | ||
Alight | Special Purpose Acquisition Company | Alight Holdings | |||
Basis Of Presentation And Nature Of Business [Line Items] | |||
Percentage of economic interest | 85% | 92% | 88% |
Business combination, percentage of voting power | 100% | 100% |
Accounting Policies and Pract_4
Accounting Policies and Practices - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Jul. 01, 2021 | |
Accounting Policies And Practices [Line Items] | ||||||
Business combination tax receivable agreement percentage of benefit deemed to realize | 85% | 85% | ||||
Cash and cash equivalents | $ 239 | $ 372 | $ 250 | |||
Allowance for expected credit losses | 10 | 5 | 9 | |||
Foreign exchange gains (losses) | (4) | $ 1 | ||||
Minimum percentage of unrecognized tax benefit likely to be realized | 50% | |||||
Fiduciary assets | $ 1,387 | $ 1,280 | $ 1,509 | |||
Alight Holdings | ||||||
Accounting Policies And Practices [Line Items] | ||||||
Allowance for expected credit losses | $ 0 | |||||
Foreign exchange gains (losses) | $ (9) | $ 2 |
Accounting Policies and Pract_5
Accounting Policies and Practices - Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Period to recognize revenue under subscription | 3 years | 3 years |
Revenue related to unsatisfied performance obligations, description | The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. | The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. |
Customer Relationships | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue practical expedient | For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). | 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 | 7 years |
Other Solutions | Customer Relationships | ||
Disaggregation Of Revenue [Line Items] | ||
Capitalized costs, amortization period | 15 years | 15 years |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognition contract terms | 3 years | 3 years |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognition contract terms | 5 years | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 01, 2021 | Jul. 02, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3,679 | $ 3,680 | $ 3,679 | $ 3,638 | ||||
Technology Related Intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets, Useful life | 4 years 2 months 12 days | 4 years 6 months | ||||||
ReedGroup | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | 87 | |||||||
Goodwill tax deductible | $ 0 | $ 0 | ||||||
Foley Trasimene Acquisition Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 5,002 | |||||||
Business combination, deferred underwriting costs related to initial public offering | 36 | |||||||
Business combination, fees related to PIPE Investment | 37 | |||||||
Business combination, acquisition-related costs | 21 | |||||||
Business combination, seller transaction costs | 39 | |||||||
Business combination, advisory and investment banker fees | 36 | |||||||
Business combination, certain executive compensation related expenses | 36 | |||||||
Goodwill | 3,374 | |||||||
Receivables | 484 | |||||||
Other current liabilities | 291 | |||||||
Noncontrolling interest | 799 | |||||||
Goodwill tax deductible | $ 1,600 | |||||||
Foley Trasimene Acquisition Corp | Purchase Accounting Measurement | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 8 | |||||||
Receivables | 2 | |||||||
Other current liabilities | 2 | |||||||
Noncontrolling interest | $ 1 | |||||||
Foley Trasimene Acquisition Corp | Customer Related and Contract Based Intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets, Useful life | 15 years | |||||||
Foley Trasimene Acquisition Corp | Technology Related Intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets, Useful life | 6 years | |||||||
Retiree Health Exchange | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 199 | |||||||
Goodwill | 77 | |||||||
Receivables | 1 | |||||||
Deferred tax assets | 1 | |||||||
Goodwill tax deductible | $ 77 | |||||||
Retiree Health Exchange | Purchase Accounting Measurement | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred tax assets | $ 1 | |||||||
Retiree Health Exchange | Customer Related and Contract Based Intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets, Useful life | 13 years | |||||||
Retiree Health Exchange | Technology Related Intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets, Useful life | 5 years |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Consideration Transferred (Details) - Foley Trasimene Acquisition Corp $ in Millions | Jul. 02, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration to prior equityholders | $ 1,055 |
Repayment of debt | 1,814 |
Total cash consideration | 2,869 |
Continuing unitholders rollover equity into the Company | 1,414 |
Consideration transferred | 5,002 |
Noncontrolling interest | 799 |
Tax Receivable Agreement | |
Business Acquisition [Line Items] | |
Contingent consideration | 610 |
Seller Earnouts | |
Business Acquisition [Line Items] | |
Contingent consideration | $ 109 |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Consideration Transferred (Parenthetical) (Details) - Foley Trasimene Acquisition Corp - Class A Common Stock $ / shares in Units, shares in Millions, $ in Billions | Jul. 02, 2021 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Business acquisition, equity interest issued, number of shares | shares | 141 |
Business acquisition, equity interest issued, total fair value | $ | $ 1.4 |
Business acquisition, equity interest issued, share price per share | $ / shares | $ 10 |
Acquisitions - Summary of Fin_3
Acquisitions - Summary of Final Purchase Price allocation (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Jul. 02, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,680 | $ 3,679 | $ 3,638 | ||
Foley Trasimene Acquisition Corp | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 460 | ||||
Receivables | 484 | ||||
Fiduciary assets | 1,015 | ||||
Other current assets | 162 | ||||
Fixed assets | 205 | ||||
Other assets | 425 | ||||
Accounts payable and accrued liabilities | (327) | ||||
Fiduciary liabilities | (1,015) | ||||
Other current liabilities | (291) | ||||
Debt assumed | (2,370) | ||||
Deferred tax liabilities | (3) | ||||
Other liabilities | (396) | ||||
Intangible assets | 4,078 | ||||
Total identifiable net assets | 2,427 | ||||
Goodwill | $ 3,374 | ||||
Retiree Health Exchange | |||||
Business Acquisition [Line Items] | |||||
Receivables | $ 1 | ||||
Other current assets | 29 | ||||
Deferred tax assets | 1 | ||||
Accounts payable and accrued liabilities | (13) | ||||
Intangible assets | 104 | ||||
Fair value of net assets acquired and liabilities assumed | 122 | ||||
Goodwill | 77 | ||||
Total consideration | $ 199 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jul. 02, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Definite Lived Trade Names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Useful life | 13 years 1 month 6 days | 13 years 3 months 18 days | |
Technology Related Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Useful life | 4 years 2 months 12 days | 4 years 6 months | |
Foley Trasimene Acquisition Corp | Definite Lived Trade Names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 400 | ||
Identifiable intangible assets, Useful life | 15 years | ||
Foley Trasimene Acquisition Corp | Technology Related Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 222 | ||
Identifiable intangible assets, Useful life | 6 years | ||
Foley Trasimene Acquisition Corp | Customer Related and Contract Based Intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets, Fair value | $ 3,456 | ||
Identifiable intangible assets, Useful life | 15 years |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Financial Data [Abstract] | |||
Billed and unbilled receivables | $ 648 | $ 687 | $ 520 |
Allowance for expected credit losses | (10) | (9) | (5) |
Balance at end of period | $ 638 | $ 678 | $ 515 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Jul. 01, 2021 | |
Other Financial Data [Line Items] | |||||||
Contract with customer, liability, revenue recognized | $ 113 | $ 79 | $ 44 | $ 123 | |||
Derivative liability, noncurrent | 0 | ||||||
Allowance for expected credit losses | 10 | 5 | 9 | ||||
Fixed assets, net | 342 | 236 | $ 320 | ||||
Operating lease expiration period | 2031 | ||||||
Finance Leased Assets Included in Computer Equipment | |||||||
Other Financial Data [Line Items] | |||||||
Fixed assets, net | 62 | $ 46 | |||||
Alight Holdings | |||||||
Other Financial Data [Line Items] | |||||||
Contract with customer, liability, revenue recognized | $ 101 | $ 175 | |||||
Allowance for expected credit losses | $ 0 | ||||||
Business combination, fixed assets acquired, accumulated depreciation | $ 0 | ||||||
Interest Rate Swaps | |||||||
Other Financial Data [Line Items] | |||||||
Derivative asset, current | $ 72 | $ 1 | $ 72 | ||||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current | Other Assets, Current | Other Assets, Current | ||||
Derivative asset, noncurrent | $ 37 | $ 16 | $ 62 | ||||
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent | ||||
Derivative liability, current | $ 8 | $ 0 | |||||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | Other Liabilities, Current | ||||
Derivative liability, noncurrent | $ 5 | $ 1 | $ 0 | ||||
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | ||||
Other Current Liabilities | |||||||
Other Financial Data [Line Items] | |||||||
Tax receivable agreement liability | $ 49 | $ 7 | |||||
Deferred compensation liability | $ 83 | ||||||
Cost of Services, Exclusive of Depreciation and Amortization | |||||||
Other Financial Data [Line Items] | |||||||
Amortization expense | $ 15 | $ 12 | $ 31 | $ 50 | |||
Cost of Services, Exclusive of Depreciation and Amortization | Alight Holdings | |||||||
Other Financial Data [Line Items] | |||||||
Amortization expense | $ 33 | $ 74 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Financial Data [Abstract] | |||
Deferred project costs | $ 44 | $ 43 | $ 39 |
Prepaid expenses | 62 | 68 | 66 |
Commissions receivable | 100 | 149 | 148 |
Other | 106 | 119 | 49 |
Total | $ 312 | $ 379 | $ 302 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Financial Data [Abstract] | |||
Deferred project costs | $ 347 | $ 342 | $ 274 |
Operating lease right of use asset | 81 | 86 | 120 |
Commissions receivable | 26 | 28 | 34 |
Other | 61 | 86 | 44 |
Total | $ 515 | $ 542 | $ 472 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Financial Data [Abstract] | |||
Deferred revenue | $ 140 | $ 141 | $ 148 |
Operating lease liabilities | 34 | 34 | 44 |
Finance lease liabilities | 25 | 25 | 27 |
Other | 136 | 100 | 182 |
Total | $ 335 | $ 300 | $ 401 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Financial Data [Abstract] | |||
Deferred revenue | $ 96 | $ 93 | $ 55 |
Operating lease liabilities | 95 | 103 | 139 |
Finance lease liabilities | 16 | 18 | 34 |
Unrecognized tax positions | 12 | 13 | 44 |
Other | 51 | 54 | 81 |
Total | $ 270 | $ 281 | $ 353 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Goodwill [Line Items] | |||
Beginning balance | $ 3,679 | $ 3,638 | |
Foreign currency translation | 1 | (3) | |
Acquisitions | [1] | 44 | |
Ending balance | 3,680 | 3,679 | |
Employer Solutions | |||
Goodwill [Line Items] | |||
Beginning balance | 3,606 | 3,564 | |
Foreign currency translation | 1 | (2) | |
Acquisitions | [1] | 44 | |
Ending balance | 3,607 | 3,606 | |
Professional Services | |||
Goodwill [Line Items] | |||
Beginning balance | 73 | 74 | |
Foreign currency translation | (1) | ||
Ending balance | $ 73 | $ 73 | |
[1]Amounts relate to the 2022 Acquisition and measurement period adjustments related to prior year acquisitions. See Note 4 “Acquisitions” for more information. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | $ 4,342 | $ 4,341 | $ 4,323 |
Intangible assets, Accumulated Amortization | 549 | 469 | 153 |
Intangible assets, Net Carrying Amount | 3,793 | 3,872 | 4,170 |
Customer Related and Contract Based Intangibles | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 3,670 | 3,670 | 3,662 |
Intangible assets, Accumulated Amortization | 426 | 364 | 119 |
Intangible assets, Net Carrying Amount | 3,244 | 3,306 | 3,543 |
Technology Related Intangibles | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 263 | 263 | 254 |
Intangible assets, Accumulated Amortization | 74 | 63 | 20 |
Intangible assets, Net Carrying Amount | 189 | 200 | 234 |
Trade Name | |||
Intangible Assets | |||
Intangible assets, Gross Carrying Amount | 409 | 408 | 407 |
Intangible assets, Accumulated Amortization | 49 | 42 | 14 |
Intangible assets, Net Carrying Amount | $ 360 | $ 366 | $ 393 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 80 | $ 79 | $ 153 | $ 316 | ||
Utilized discount rate | 11% | |||||
Increase in hypothetical basis point in discount rate | 0.25 | |||||
Decrease in hypothetical basis point in long-term growth rate | 0.50 | |||||
Goodwill long-term growth rate | 3.50% | |||||
Goodwill | $ 3,680 | $ 3,638 | $ 3,679 | |||
Health Solutions | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 174 | |||||
Maximum percentage reporting units exceeded carrying values | 1% | |||||
Goodwill | $ 3,075 | |||||
Wealth Solutions | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Maximum percentage reporting units exceeded carrying values | 6% | |||||
Goodwill | $ 127 | |||||
Cloud Services | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 36 | |||||
Maximum percentage reporting units exceeded carrying values | 1% | |||||
Goodwill | $ 404 | |||||
Professional Services | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Maximum percentage reporting units exceeded carrying values | 29% | |||||
Goodwill | $ 73 | |||||
Alight Holdings | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 100 | $ 200 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |||
Intangible assets, Net Carrying Amount | $ 3,793 | $ 3,872 | $ 4,170 |
Customer Related and Contract Based Intangibles | |||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |||
Intangible assets, Net Carrying Amount | $ 3,244 | $ 3,306 | 3,543 |
Intangible assets, Weighted Average Remaining Useful Lives | 13 years 2 months 12 days | 13 years 6 months | |
Technology Related Intangibles | |||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |||
Intangible assets, Net Carrying Amount | $ 189 | $ 200 | 234 |
Intangible assets, Weighted Average Remaining Useful Lives | 4 years 2 months 12 days | 4 years 6 months | |
Trade Name | |||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |||
Intangible assets, Net Carrying Amount | $ 360 | $ 366 | $ 393 |
Intangible assets, Weighted Average Remaining Useful Lives | 13 years 1 month 6 days | 13 years 3 months 18 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Expected Annual Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Customer Related and Contract Based Intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
2023 (April - December) | $ 184 | $ 246 | |
2024 | 246 | 246 | |
2025 | 246 | 246 | |
2026 | 246 | 246 | |
2027 | 246 | 246 | |
Thereafter | 2,076 | 2,076 | |
Intangible assets, Net Carrying Amount | 3,244 | 3,306 | $ 3,543 |
Technology Related Intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
2023 (April - December) | 34 | 45 | |
2024 | 45 | 45 | |
2025 | 45 | 45 | |
2026 | 44 | 44 | |
2027 | 21 | 21 | |
Thereafter | 0 | ||
Intangible assets, Net Carrying Amount | 189 | 200 | 234 |
Trade Name | |||
Finite Lived Intangible Assets [Line Items] | |||
2023 (April - December) | 22 | 29 | |
2024 | 29 | 29 | |
2025 | 28 | 28 | |
2026 | 27 | 27 | |
2027 | 27 | 27 | |
Thereafter | 227 | 226 | |
Intangible assets, Net Carrying Amount | $ 360 | $ 366 | $ 393 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | ||||||
Effective tax rate | 10% | (12.00%) | (109.00%) | 16% | (76.00%) | (10.00%) |
U.S. statutory corporate income tax rate | 21% | 21% | ||||
Valuation allowances decreased | $ 99 | |||||
Liability uncertain tax positions would impact the effective tax rate | $ 27 | 8 | ||||
Accrued potential interest and penalties | 17 | 6 | ||||
Decrease in unrecognized tax benefits | (2) | |||||
U.S. | ||||||
Income Tax Examination [Line Items] | ||||||
Net operating loss carryforwards | $ 313 | $ 213 | ||||
Maximum | ||||||
Income Tax Examination [Line Items] | ||||||
U.S. statutory corporate income tax rate | 21% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Debt Instrument [Line Items] | |||||||||
Gross debt | $ 2,820 | $ 2,814 | $ 2,820 | ||||||
Total debt, net | 2,823 | 2,816 | 2,823 | $ 2,868 | |||||
Less: current portion of long term debt, net | (31) | (25) | (31) | (38) | |||||
Total long-term debt, net | 2,792 | $ 2,791 | $ 2,792 | 2,830 | |||||
Maturity Date | [1],[2] | Aug. 31, 2028 | |||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | $ 65 | $ 65 | 72 | ||||||
Maturity Date | May 01, 2024 | May 01, 2024 | |||||||
Term Loan, Amended | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | 1,958 | ||||||||
Maturity Date | Oct. 31, 2026 | ||||||||
Term Loan, Third Incremental | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | [2] | 517 | |||||||
Total debt, net | $ 525 | ||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | ||||||
Term Loan, B-1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | [3] | $ 2,448 | [1] | $ 2,507 | $ 2,448 | [1] | |||
Maturity Date | [3] | Aug. 31, 2028 | |||||||
Secured Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | $ 310 | $ 309 | $ 310 | 314 | |||||
Maturity Date | Jun. 01, 2025 | Jun. 01, 2025 | |||||||
$300m Revolving Credit Facility, Amended | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | ||||||
Other | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross debt | $ 7 | ||||||||
Maturity Date | Jun. 30, 2022 | ||||||||
[1]The net balance for the B-1 Term Loan at December 31, 2022 included unamortized debt issuance costs of $8 million.[2]The net balance for the Third Incremental Term Loan at December 31, 2021 includes unamortized debt issuance costs of $6 million.[3]The net balance for the B-1 Term Loan at March 31, 2023 includes unamortized debt issuance costs of $9 million. The net balance for the B-1 Term Loan at December 31, 2022 includes unamortized debt issuance costs of $8 million. |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding (Parenthetical) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 |
Term Loan, Third Incremental | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 6,000,000 | |||
Term Loan, B-1 | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 9,000,000 | $ 8,000,000 | ||
$300m Revolving Credit Facility, Amended | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 300,000,000 | $ 294,000,000 | $ 294,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Nov. 30, 2017 | ||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt balance | $ 2,816,000,000 | $ 2,823,000,000 | $ 2,816,000,000 | $ 2,868,000,000 | $ 2,823,000,000 | $ 2,868,000,000 | |||||||||||||
Maturity Date | [1],[2] | Aug. 31, 2028 | |||||||||||||||||
Amortization of financing fees and benefits | (1,000,000) | $ (1,000,000) | (2,000,000) | $ (2,000,000) | |||||||||||||||
Interest expense related to debt instruments | 51,000,000 | 27,000,000 | 53,000,000 | 138,000,000 | |||||||||||||||
Increase in term loan | $ 60,000,000 | ||||||||||||||||||
Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of financing fees and benefits | $ 9,000,000 | $ 20,000,000 | |||||||||||||||||
Interest expense related to debt instruments | 105,000,000 | 204,000,000 | |||||||||||||||||
Interest Expense | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of financing fees and benefits | $ 1,000,000 | 1,000,000 | 2,000,000 | $ 3,000,000 | |||||||||||||||
Interest Expense | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of financing fees and benefits | 8,000,000 | 17,000,000 | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase in revolving credit facility | 300,000,000 | ||||||||||||||||||
Revolving Credit Facility | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt term | 5 years | ||||||||||||||||||
Maturity Date | May 01, 2022 | ||||||||||||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | ||||||||||||||||||
Amended Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | ||||||||||||||||
Line of credit, maximum borrowing capacity | 300,000,000 | 294,000,000 | $ 294,000,000 | $ 300,000,000 | $ 294,000,000 | ||||||||||||||
Unused letters of credit | $ 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||
Proceeds from Lines of Credit | $ 0 | $ 0 | |||||||||||||||||
Amended Revolving Credit Facility | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Oct. 31, 2024 | Oct. 31, 2024 | |||||||||||||||||
Line of credit, maximum borrowing capacity | $ 226,000,000 | ||||||||||||||||||
Other | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Jun. 30, 2022 | ||||||||||||||||||
Principal payment | $ 110,000,000 | ||||||||||||||||||
Termination date | Jun. 29, 2022 | ||||||||||||||||||
Debt instrument, borrowings offset amount | $ 104,000,000 | $ 104,000,000 | |||||||||||||||||
Other | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revolving credit facility acquired | $ 20,000,000 | ||||||||||||||||||
Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | May 01, 2024 | May 01, 2024 | |||||||||||||||||
Repayment of principal | $ 556,000,000 | ||||||||||||||||||
Term Loan | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt term | 7 years | 7 years | |||||||||||||||||
Repayments of principal to refinance debt | $ 270,000,000 | ||||||||||||||||||
Term Loan | LIBOR | Minimum | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 275% | ||||||||||||||||||
Term Loan | LIBOR | Maximum | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 300% | ||||||||||||||||||
Term Loan, Amended | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | 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. | The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. | |||||||||||||||||
Principal payment | $ 6,000,000 | $ 8,000,000 | $ 571,000,000 | $ 31,000,000 | |||||||||||||||
Swap agreement expiration period | 2026-12 | ||||||||||||||||||
Term Loan, Amended | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt balance | $ 1,986,000,000 | ||||||||||||||||||
Maturity Date | Oct. 31, 2026 | ||||||||||||||||||
Principal payment | $ 13,000,000 | $ 298,000,000 | |||||||||||||||||
Term Loan, Amended | Minimum | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 50% | ||||||||||||||||||
Term Loan, Third Incremental | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt balance | $ 525,000,000 | ||||||||||||||||||
Maturity Date | Aug. 31, 2028 | Aug. 31, 2028 | Aug. 31, 2028 | ||||||||||||||||
Secured Senior Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Jun. 01, 2025 | Jun. 01, 2025 | |||||||||||||||||
Payment terms | interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year | interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year | |||||||||||||||||
Secured Senior Notes | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Jun. 01, 2025 | ||||||||||||||||||
Face amount | $ 300,000,000 | ||||||||||||||||||
Interest rate | 5.75% | ||||||||||||||||||
Debt payment beginning date | Dec. 01, 2020 | ||||||||||||||||||
Term Loan, B-1 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | [3] | Aug. 31, 2028 | |||||||||||||||||
Increase in term loan | $ 65,000,000 | ||||||||||||||||||
Term Loan, B-1 [Member] | SOFR | Alight Holdings | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 300% | ||||||||||||||||||
Unsecured Senior Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity Date | Jun. 01, 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 | $ 270,000,000 | $ 500,000,000 | $ 280,000,000 | $ 180,000,000 | |||||||||||||||
Interest rate | 6.75% | ||||||||||||||||||
[1]The net balance for the B-1 Term Loan at December 31, 2022 included unamortized debt issuance costs of $8 million.[2]The net balance for the Third Incremental Term Loan at December 31, 2021 includes unamortized debt issuance costs of $6 million.[3]The net balance for the B-1 Term Loan at March 31, 2023 includes unamortized debt issuance costs of $9 million. The net balance for the B-1 Term Loan at December 31, 2022 includes unamortized debt issuance costs of $8 million. |
Debt - Schedule of Aggregate Re
Debt - Schedule of Aggregate Remaining Contractual Principal Payments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 19 | |
2024 | 25 | $ 31 |
2025 | 325 | 83 |
2026 | 25 | 325 |
2027 | 25 | 25 |
2027 | 25 | |
Thereafter | 2,395 | 2,331 |
Total payments | $ 2,814 | $ 2,820 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Mar. 06, 2023 $ / shares shares | Mar. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Jun. 30, 2021 shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | Aug. 01, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares shares | Jul. 02, 2021 shares | ||
Class Of Stock [Line Items] | ||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, issued | 0 | 0 | 0 | 0 | ||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||
Shares, outstanding | [1] | 470,756,961 | 470,756,961 | |||||||||||
Increase in equity | $ | $ 194,000,000 | $ 141,000,000 | ||||||||||||
Additional paid-in-capital deferred tax assets | $ | 18,000,000 | 3,000,000 | ||||||||||||
Common stock repurchase, authorized amount | $ | $ 100,000,000 | |||||||||||||
Remaining authorized amount for future share repurchase program | $ | 78,000,000 | $ 88,000,000 | 88,000,000 | |||||||||||
Additional paid-in-capital deferred tax liabilities | $ | $ 12,000,000 | |||||||||||||
Common Class A | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units/stock voting rights | Each holder of Class A common units is entitled to one vote per unit. | |||||||||||||
Common Class A-1 Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units/stock voting rights | Holders of Class A-1 common units are not entitled to voting rights. | |||||||||||||
Common Class B Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units/stock voting rights | Holders of Class B common units are not entitled to voting rights. | |||||||||||||
Tax Receivable Agreement Liability | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Additional TRA liabilities | $ | $ 67,000,000 | $ 43,000,000 | ||||||||||||
Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, issued | 0 | 0 | 0 | |||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | |||||||||||
Alight Holdings | Common Class A | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units granted | 0 | 0 | ||||||||||||
Alight Holdings | Common Class A-1 Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units granted | 643 | 0 | ||||||||||||
Alight Holdings | Common Class B Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common units granted | 0 | 7,459 | 2,587 | |||||||||||
Class A Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 497,234,220 | 478,340,245 | 478,340,245 | 464,103,972 | ||||||||||
Common stock, shares outstanding | 478,340,245 | 478,340,245 | 464,103,972 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||
Conversion of stock | 19,345,591 | 13,978,222 | ||||||||||||
Number of shares repurchased | 1,148,435 | 1,506,385 | ||||||||||||
Total cost | $ | $ 10,000,000 | $ 12,000,000 | ||||||||||||
Class A Common Stock | Secondary Offering | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Number of shares issued | 46,000,000 | |||||||||||||
Public offering price | $ / shares | $ 9 | |||||||||||||
Number of days option to underwriter to purchase additional common shares | 30 days | |||||||||||||
Class A Common Stock | Over-Allotment Option | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Number of shares issued | 6,900,000 | |||||||||||||
Class A Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 497,200,000 | 478,300,000 | 478,300,000 | |||||||||||
Common stock, shares outstanding | 497,200,000 | 478,300,000 | 478,300,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||
Unvested Class A common stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 7,583,284 | 7,583,284 | ||||||||||||
Common stock, shares outstanding | 6,992,844 | 7,583,284 | 7,583,284 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Class B Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 9,980,906 | 9,980,906 | 9,980,906 | |||||||||||
Common stock, shares outstanding | 9,980,906 | 9,980,906 | 9,980,906 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Issuance of common units | 14,999,998 | 14,999,998 | ||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Class B Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Unvested Common Class B | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Issuance of employee compensation | 764,301 | 797,386 | ||||||||||||
Class B-1 Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 4,990,453 | 4,990,453 | 4,990,453 | |||||||||||
Common stock, shares outstanding | 4,990,453 | 4,990,453 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock shares related to employee compensation, unvested | 382,151 | 398,693 | 398,693 | |||||||||||
Common stock conversion, description | Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | 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 | $ 12.5 | $ 12.5 | ||||||||||||
Common stock shares convertible threshold trading days | 20 days | 20 days | ||||||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | 30 days | ||||||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.5 | $ 12.5 | ||||||||||||
Class B-1 Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 2,509,546 | 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 | $ 12.5 | |||||||||||||
Common stock shares convertible threshold trading days | 20 days | |||||||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | |||||||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.5 | |||||||||||||
Class B-1 Common Units | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 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 shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). | |||||||||||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.5 | |||||||||||||
Common stock shares convertible threshold trading days | 20 days | |||||||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | |||||||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.5 | |||||||||||||
Class B-2 Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 4,990,453 | 4,990,453 | 4,990,453 | |||||||||||
Common stock, shares outstanding | 4,990,453 | 4,990,453 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock shares related to employee compensation, unvested | 382,151 | 398,693 | 398,693 | |||||||||||
Common stock conversion, description | Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | 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 | $ 15 | ||||||||||||
Common stock shares convertible threshold trading days | 20 days | 20 days | ||||||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | 30 days | ||||||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | $ 15 | ||||||||||||
Class B-2 Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 2,509,546 | 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-2 Common Units | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 2,509,546 | |||||||||||||
Common stock, shares outstanding | 2,509,546 | 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 shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). | |||||||||||||
Common stock shares 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 | 0 | 0 | |||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Class V Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 44,135,874 | 63,481,465 | 63,481,465 | 77,459,687 | ||||||||||
Common stock, shares outstanding | 63,481,465 | 63,481,465 | 77,459,687 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock shares conversion ratio | 1 | 1 | ||||||||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | 175,000,000 | |||||||||||
Common shares, votes per share | Vote | 1 | 1 | 1 | |||||||||||
Shares, outstanding | 44,135,874 | 63,481,465 | 75,800,317 | 75,886,716 | 76,220,431 | 63,481,465 | 77,459,687 | |||||||
Conversion of stock | (19,345,591) | (12,318,852) | (86,399) | (333,715) | (1,239,256) | |||||||||
Class V Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 44,100,000 | 63,500,000 | 63,500,000 | |||||||||||
Common stock, shares outstanding | 44,100,000 | 63,500,000 | 63,500,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | 175,000,000 | |||||||||||
Class Z Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 5,197,081 | 5,595,577 | 5,595,577 | 5,595,577 | 8,671,507 | |||||||||
Common stock, shares outstanding | 5,595,577 | 5,595,577 | 5,595,577 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 12,900,000 | 12,900,000 | 12,900,000 | |||||||||||
Shares, outstanding | 5,197,081 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | |||||||
Class Z Common Stock | Alight Holdings | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 5,200,000 | 5,200,000 | 5,200,000 | |||||||||||
Common stock, shares outstanding | 5,200,000 | 5,200,000 | 5,200,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized | 12,900,000 | 12,900,000 | 12,900,000 | |||||||||||
Class Z-A Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 4,663,187 | 5,046,819 | 5,046,819 | |||||||||||
Common stock, shares outstanding | 5,046,819 | 5,046,819 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Class Z-B-1 Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 266,947 | 274,379 | 274,379 | |||||||||||
Common stock, shares outstanding | 274,379 | 274,379 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Class Z-B-2 Common Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 266,947 | 274,379 | 274,379 | |||||||||||
Common stock, shares outstanding | 274,379 | 274,379 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Class Z Common Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 2,856,875 | 3,075,930 | 3,075,930 | |||||||||||
Common stock, shares outstanding | 3,075,930 | 3,075,930 | ||||||||||||
Class Z-A Common Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 2,563,387 | 2,774,272 | 2,774,272 | |||||||||||
Common stock, shares outstanding | 2,774,272 | 2,774,272 | ||||||||||||
Class Z-B-1 Common Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 146,744 | 150,829 | 150,829 | |||||||||||
Common stock, shares outstanding | 150,829 | 150,829 | ||||||||||||
Class Z-B-2 Common Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 150,829 | 150,829 | ||||||||||||
Common stock, shares outstanding | 146,744 | 150,829 | 150,829 | |||||||||||
Class A Units | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares outstanding | 541,370,094 | 541,821,710 | 541,821,710 | |||||||||||
Shares, outstanding | 497,234,220 | 478,340,245 | 478,340,245 | |||||||||||
Held by non controlling interest | 44,135,874 | 63,481,465 | ||||||||||||
[1]Does not include 7,583,284 of unvested Class A common shares as of December 31, 2022. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | ||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | [1] | 470,756,961 | |||||||||||
Balance, Shares | [1] | 470,756,961 | 470,756,961 | ||||||||||
Treasury | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 1,506,385 | 1,506,385 | |||||||||||
Share repurchases | (1,148,435) | 1,506,385 | |||||||||||
Balance, Shares | 1,506,385 | 1,506,385 | 1,506,385 | ||||||||||
Common Class A | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 470,756,961 | 456,782,523 | [1] | 458,046,173 | [1] | 457,642,068 | [1] | 456,282,881 | [1] | 456,282,881 | [1] | ||
Conversion of noncontrolling interest | 19,345,591 | 12,318,852 | [1] | 86,399 | [1] | 333,715 | [1] | 1,239,256 | [1] | ||||
Shares granted upon vesting | 1,035,470 | 1,637,270 | [1] | 135,445 | [1] | 50,132 | [1] | 106,188 | [1] | ||||
Issuance for compensation to non-employees | 18,059 | [2] | 18,316 | [1],[3] | 20,891 | [1],[3] | 20,258 | [1],[3] | 13,743 | [1],[3] | |||
Share repurchases | (1,148,435) | (1,506,385) | [1] | ||||||||||
Balance, Shares | 490,007,646 | 470,756,961 | 456,782,523 | [1] | 458,046,173 | [1] | 457,642,068 | [1] | 470,756,961 | ||||
Common Class A | Treasury | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 2,654,820 | ||||||||||||
Common Class B1 | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | |||||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | |||||||
Common Class B2 | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | |||||||
Balance, Shares | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | 4,990,453 | |||||||
Class V Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 63,481,465 | 75,800,317 | 75,886,716 | 76,220,431 | 77,459,687 | 77,459,687 | |||||||
Conversion of noncontrolling interest | (19,345,591) | (12,318,852) | (86,399) | (333,715) | (1,239,256) | ||||||||
Balance, Shares | 44,135,874 | 63,481,465 | 75,800,317 | 75,886,716 | 76,220,431 | 63,481,465 | |||||||
Class Z Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Balance, Shares | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | |||||||
Shares granted upon vesting | (398,496) | ||||||||||||
Balance, Shares | 5,197,081 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | 5,595,577 | |||||||
[1]Does not include 7,583,284 of unvested Class A common shares as of December 31, 2022.[2]Issued to certain members of the Board of Directors in lieu of cash retainer.[3]Issued to certain members of the Board of Directors in lieu of cash retainer. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | ||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||||
Balance | $ 5,089 | $ 4,928 | $ 4,753 | $ 4,928 | |||||||||
Balance | 4,967 | 4,984 | 4,928 | $ 4,753 | 5,089 | ||||||||
Foreign Currency Translation Adjustments | |||||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||||
Balance | [1],[2] | (11) | |||||||||||
Other comprehensive income (loss) before reclassifications | 3 | [1] | (13) | [2] | |||||||||
Tax expense (benefit) | (1) | [1] | 2 | [2] | |||||||||
Other comprehensive income (loss) before reclassifications, net of tax | 2 | [1] | 8 | [2] | (11) | [2] | $ 8 | [2] | |||||
Amounts reclassified from accumulated other comprehensive income, net of tax | [2] | ||||||||||||
Net current period other comprehensive income, net of tax | 2 | [1] | (11) | [2] | |||||||||
Balance | (9) | (11) | [1],[2] | ||||||||||
Balance | [2] | 13 | 5 | (3) | |||||||||
Net current period other comprehensive income, net of tax | [2] | 8 | 8 | ||||||||||
Balance | [2] | 13 | 5 | ||||||||||
Interest Rate Swaps | |||||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||||
Balance | 106 | [3] | 8 | [4] | 8 | [4] | |||||||
Other comprehensive income (loss) before reclassifications | (7) | [3] | 9 | [4] | 125 | [4] | |||||||
Tax expense (benefit) | 7 | [3] | (2) | [4] | (8) | [4] | |||||||
Other comprehensive income (loss) before reclassifications, net of tax | [4] | 7 | 9 | 117 | (47) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (16) | [3] | 1 | [4] | (19) | [4] | |||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | (16) | [3] | 1 | [4] | 14 | [4] | (19) | [4] | 22 | [4] | |||
Net current period other comprehensive income, net of tax | (16) | [3] | 8 | [4] | 98 | [4] | |||||||
Balance | 90 | [3] | 8 | [4] | 106 | [3] | |||||||
Balance | [4] | (24) | (47) | (22) | |||||||||
Net current period other comprehensive income, net of tax | [4] | 23 | (25) | ||||||||||
Balance | [4] | (24) | (47) | ||||||||||
Accumulated Other Comprehensive (Loss) Income | |||||||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||||||||||
Balance | 95 | 8 | 8 | ||||||||||
Other comprehensive income (loss) before reclassifications | (4) | 9 | 112 | ||||||||||
Tax expense (benefit) | 6 | (2) | (6) | ||||||||||
Other comprehensive income (loss) before reclassifications, net of tax | 2 | 7 | 17 | 106 | (39) | ||||||||
Amounts reclassified from accumulated other comprehensive income | (16) | 1 | (19) | ||||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | (16) | 1 | 14 | (19) | 22 | ||||||||
Net current period other comprehensive income, net of tax | 14 | 8 | 87 | ||||||||||
Balance | $ 81 | $ 44 | 8 | $ 95 | |||||||||
Balance | $ (11) | (42) | (25) | ||||||||||
Net current period other comprehensive income, net of tax | 31 | (17) | |||||||||||
Balance | $ (11) | $ (42) | |||||||||||
[1]Foreign currency translation adjustments did not include any losses related to intercompany loans that have been designated long-term investment nature.[2]Foreign currency translation adjustments include $6 million losses related to intercompany loans that have been designated long-term investment nature.[3]Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information.[4]Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Intercompany foreign currency translation adjustments | $ 0 | $ 6 |
Share-Based Compensation Expe_3
Share-Based Compensation Expense - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2021 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||||
Measurement Input | 0 | ||||
Employee Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares issued | shares | 0 | 0 | |||
Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Maximum number of shares, an employee can purchase | shares | 1,250 | ||||
Purchase price of common stock, percent of fair market value | 85% | ||||
Minimum | Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 1% | ||||
Maximum | Employee Stock [Member] | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of payroll deductions | 10% | ||||
Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 29 | $ 186 | |||
Total future compensation expense | $ 168 | $ 161 | $ 168 | ||
Remaining weighted-average amortization period | 1 year 6 months | 1 year 4 months 24 days | |||
RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Aggregate grant date fair value | $ 44 | $ 45 | |||
Total future compensation expense | $ 64 | $ 90 | $ 64 | ||
Remaining weighted-average amortization period | 1 year 7 months 6 days | 1 year 3 months 18 days | |||
RSUs and PRSUs[Member] | Volatility | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.45 | 0.45 | 0.45 | ||
RSUs and PRSUs[Member] | Risk-free Interest Rate | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0.01 | 0.01 | 0.01 | ||
RSUs and PRSUs[Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Class Of Stock [Line Items] | |||||
Measurement Input | 0 | 0 | 0 | 0 | |
RSUs and PRSUs[Member] | Minimum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 1 year | 1 year | |||
RSUs and PRSUs[Member] | Maximum | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 5 years | 5 years | |||
Replacement Awards Member | Minimum | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 2 years | 2 years | |||
Replacement Awards Member | Maximum | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 5 years | 5 years | |||
2021 Omnibus Incentive Plan | Time-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Vesting period | 3 years | 3 years | |||
Percentage of units granted subject to vesting requirements | 50% | 60% | 50% | 50% | |
2021 Omnibus Incentive Plan | Performance-based RSUs [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of units granted subject to vesting requirements | 40% | 50% |
Share-Based Compensation Expe_4
Share-Based Compensation Expense - Summary of Unit Activity related to RSUs (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
RSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | 7,766,161 | |||||
Granted | 4,915,639 | |||||
Vested | (1,754,312) | |||||
Forfeited | (507,752) | |||||
Ending Balance | 10,419,736 | 7,766,161 | ||||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 10.28 | |||||
Weighted Average Grant Date Fair Value Per Unit, Granted | 8.86 | |||||
Weighted Average Grant Date Fair Value Per Unit, Vested | 9.24 | |||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 9.7 | |||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 9.82 | $ 10.28 | ||||
RSUs [Member] | Predecessor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | 2,614 | 2,999 | 2,907 | |||
Granted | 254 | 1,990 | ||||
Vested | (517) | (944) | ||||
Forfeited | (121) | (954) | ||||
Ending Balance | 2,614 | 2,614 | 2,999 | |||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 6,741 | $ 4,563 | $ 4,785 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 28,875 | 4,578 | ||||
Weighted Average Grant Date Fair Value Per Unit, Vested | 5,459 | 5,374 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 4,527 | 4,491 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 6,741 | $ 6,741 | $ 4,563 | |||
RSUs [Member] | Successor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | [1] | 7,766,161 | 854,764 | 7,148,416 | ||
Granted | [1] | 9,475,330 | 5,019,998 | |||
Vested | [1] | (3,014,054) | (3,053,701) | |||
Forfeited | [1] | (167,624) | (1,348,552) | |||
Ending Balance | [1] | 7,148,416 | 7,766,161 | 7,148,416 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 10.28 | $ 9.91 | $ 12.27 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.6 | 9.01 | ||||
Weighted Average Grant Date Fair Value Per Unit, Vested | 12.62 | 12.24 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.64 | 11.46 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 12.27 | $ 10.28 | $ 12.27 | |||
Performance-based RSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | [1],[2] | 30,085,723 | ||||
Granted | [1],[2] | 3,327,804 | ||||
Forfeited | [1],[2] | (1,596,278) | ||||
Ending Balance | [1],[2] | 31,817,249 | 30,085,723 | |||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 11.38 | |||||
Weighted Average Grant Date Fair Value Per Unit, Granted | 8.86 | |||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 9.44 | |||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 11.22 | $ 11.38 | ||||
Performance-based RSUs [Member] | Predecessor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | 9,045 | 9,223 | 7,563 | |||
Granted | 389 | 5,469 | ||||
Forfeited | (567) | (3,809) | ||||
Ending Balance | 9,045 | 9,045 | 9,223 | |||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 4,888 | $ 4,015 | $ 3,350 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 24,420 | 4,572 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 2,626 | 3,513 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 4,888 | $ 4,888 | $ 4,015 | |||
Performance-based RSUs [Member] | Successor Plans [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Beginning Balance | [1],[2] | 30,085,723 | 7,816,743 | 16,743,113 | ||
Granted | [1],[2] | 9,107,424 | 15,816,619 | |||
Forfeited | [1],[2] | (181,054) | (2,474,009) | |||
Ending Balance | [1],[2] | 16,743,113 | 30,085,723 | 16,743,113 | ||
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance | $ 11.38 | $ 9.56 | $ 11.2 | |||
Weighted Average Grant Date Fair Value Per Unit, Granted | 12.63 | 11.76 | ||||
Weighted Average Grant Date Fair Value Per Unit, Forfeited | 12.51 | 11.9 | ||||
Weighted Average Grant Date Fair Value Per Unit, Ending Balance | $ 11.2 | $ 11.38 | $ 11.2 | |||
[1]These share totals include both unvested shares and restricted stock units.[2]PRSUs granted includes both new grants in the period as well as adjustments in the period to existing grants to account for the expected level of achievement of the performance-based vesting requirements. |
Share-Based Compensation Expe_5
Share-Based Compensation Expense - Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs (Details) - RSUs and PRSUs[Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total Share-based compensation expense | $ 37 | $ 33 | $ 67 | $ 5 | $ 181 | $ 5 |
Cost of services [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total Share-based compensation expense | 9 | 7 | 19 | 1 | 40 | 1 |
Selling, general and administrative expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total Share-based compensation expense | $ 28 | $ 26 | $ 48 | $ 4 | $ 141 | $ 4 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted (Net Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator | ||||
Net (loss) income attributable to Alight, Inc.—basic and diluted | $ (68) | $ (11) | $ (35) | $ (62) |
Denominator | ||||
Weighted-average shares outstanding - basic | 476,145,761 | 456,838,216 | 439,800,624 | 458,558,192 |
Weighted-average shares outstanding - diluted | 439,800,624 | 458,558,192 | ||
Basic (net loss) earnings per share | $ (0.14) | $ (0.02) | $ (0.08) | $ (0.14) |
Diluted (net loss) earnings per share | $ (0.14) | $ (0.02) | $ (0.08) | $ (0.14) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,412,840 | 11,137,394 | 7,624,817 |
Seller Earnouts | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,999,998 | 14,999,998 | 14,999,998 |
Performance-based RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,079,227 | 35,501,399 | 32,852,974 |
Noncontrolling Interest | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 74,665,373 | ||
Alight Holdings | Class A Units | Noncontrolling Interest | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,135,874 | 76,220,431 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 831 | $ 750 | $ 715 | $ 725 | $ 1,440 | $ 1,554 | $ 2,190 | $ 3,132 | ||
Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,361 | $ 1,361 | $ 2,728 | |||||||
Employer Solutions | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 723 | 645 | 614 | 623 | 1,237 | 1,347 | 1,882 | 2,718 | ||
Employer Solutions | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,156 | 2,288 | ||||||||
Employer Solutions | Recurring | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 669 | 583 | 559 | 570 | 1,129 | 1,213 | 1,712 | 2,467 | ||
Employer Solutions | Recurring | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,049 | 2,051 | ||||||||
Employer Solutions | Project | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 54 | 62 | 55 | 53 | 108 | 134 | 170 | 251 | ||
Employer Solutions | Project | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 107 | 237 | ||||||||
Professional Services | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 98 | 95 | 91 | 90 | 181 | 186 | 276 | 371 | ||
Professional Services | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 184 | 368 | ||||||||
Professional Services | Recurring | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 33 | 32 | 32 | 30 | 62 | 65 | 94 | 128 | ||
Professional Services | Recurring | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 60 | 108 | ||||||||
Professional Services | Project | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 65 | 63 | 59 | 60 | 119 | 121 | 182 | 243 | ||
Professional Services | Project | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 124 | 260 | ||||||||
Total Reportable Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 821 | 740 | 705 | 713 | 1,418 | 2,158 | 3,089 | |||
Other | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 10 | $ 10 | $ 22 | $ 32 | 43 | |||||
Other | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 10 | $ 12 | ||||||||
Hosted Business | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 21 | $ 43 | ||||||||
Hosted Business | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 21 | $ 72 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Segment Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | $ 343 | $ 659 | |||||||||
Selling, general and administrative | $ 185 | $ 140 | 304 | 671 | |||||||
Depreciation and intangible amortization | 85 | 85 | 163 | 339 | |||||||
Share-based compensation | 37 | 33 | 67 | 181 | |||||||
Transaction and integration expenses | [1] | 13 | 19 | ||||||||
Non-recurring professional expenses | [2] | 19 | |||||||||
Restructuring | 5 | 63 | |||||||||
Other | [3] | (10) | 15 | ||||||||
Depreciation | 24 | 17 | 31 | 79 | |||||||
Intangible asset amortization | 80 | 79 | 153 | 316 | |||||||
Operating Income (Loss) | (13) | (2) | 65 | (14) | |||||||
(Gain) Loss from change in fair value of financial instruments | 25 | (13) | 65 | (38) | |||||||
(Gain) loss from change in fair value of tax receivable agreement | 8 | (5) | (37) | (41) | |||||||
Interest expense | 33 | 29 | 57 | 122 | |||||||
Other (income) expense, net | 3 | (1) | 3 | (16) | |||||||
Income (Loss) Before Taxes | (82) | (12) | (23) | (41) | |||||||
Alight Holdings | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | 257 | $ 212 | $ 219 | 223 | $ 442 | $ 278 | $ 654 | 996 | $ 564 | ||
Selling, general and administrative | 185 | 178 | 157 | 140 | 297 | 222 | 475 | 671 | 461 | ||
Depreciation and intangible amortization | 85 | 84 | 85 | 85 | 170 | 111 | 254 | 339 | 226 | ||
Share-based compensation | 5 | 5 | |||||||||
Non-recurring professional expenses | [2] | 18 | |||||||||
Transformation initiatives | [4] | 8 | |||||||||
Restructuring | 9 | 77 | |||||||||
Other | [3] | (5) | 36 | ||||||||
Depreciation | 49 | 91 | |||||||||
Intangible asset amortization | 100 | 200 | |||||||||
Operating Income (Loss) | (13) | (50) | (23) | (2) | (25) | 102 | (75) | (14) | 147 | ||
(Gain) Loss from change in fair value of financial instruments | 25 | 10 | (50) | (13) | (63) | (53) | (38) | ||||
(Gain) loss from change in fair value of tax receivable agreement | 8 | (20) | (38) | (5) | (43) | (63) | (41) | ||||
Interest expense | 33 | 31 | 29 | 29 | 58 | 123 | 89 | 122 | 234 | ||
Other (income) expense, net | 3 | (6) | (7) | (1) | (8) | 9 | (14) | (16) | 7 | ||
Income (Loss) Before Taxes | (82) | (65) | 43 | (12) | 31 | (30) | (34) | (41) | (94) | ||
Employer Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | 238 | 189 | 200 | 204 | 404 | 344 | 593 | 659 | |||
Employer Solutions | Previously Reported [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | 911 | ||||||||||
Employer Solutions | Alight Holdings | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | 274 | 533 | |||||||||
Professional Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | $ 19 | 23 | 20 | $ 19 | 39 | 1 | 62 | 1 | |||
Professional Services | Alight Holdings | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | 7 | 86 | $ 31 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | $ 0 | $ (1) | $ (1) | $ (1) | (1) | ||||||
Hosted Business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | $ (2) | $ (1) | |||||||||
Hosted Business | Alight Holdings | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Profit | $ (3) | ||||||||||
[1]Transaction and integration expenses related to acquisitions in 2022 and 2021.[2]Non-recurring professional expenses includes external advisor and legal costs related to the Company’s Business Combination.[3]Other primarily includes activity related to long-term incentives and expenses related to acquisitions, offset by Other (income) expense, net which was primarily comprised of contingent consideration earnout activities.[4]Transformation initiatives in fiscal year 2020 includes expenses related to enhancing our data center. |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Revenue and Long-lived Assets by Geographic Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 831 | $ 750 | $ 715 | $ 725 | $ 1,440 | $ 1,554 | $ 2,190 | $ 3,132 | ||
Long-lived assets | 356 | 406 | ||||||||
Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,361 | $ 1,361 | $ 2,728 | |||||||
United States | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,358 | 2,759 | ||||||||
Long-lived assets | 305 | 359 | ||||||||
United States | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 1,168 | 2,353 | ||||||||
Rest of World | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 196 | 373 | ||||||||
Long-lived assets | 51 | $ 47 | ||||||||
Rest of World | Alight Holdings | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 193 | $ 375 |
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 - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
December 2021 Term Loan One | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2020-08 | 2020-08 |
Initial Notional Amount | $ 181,205,050 | $ 181,205,050 |
Notional Amount Outstanding as of March 31, 2023 | $ 522,934,227 | $ 478,905,707 |
Fixed Rate | 0.7203% | 0.7203% |
Expiration Date | 2024-04 | 2024-04 |
December 2021 Term Loan Two | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2020-08 | 2020-08 |
Initial Notional Amount | $ 388,877,200 | $ 388,877,200 |
Notional Amount Outstanding as of March 31, 2023 | $ 651,065,293 | $ 599,043,463 |
Fixed Rate | 0.6826% | 0.6826% |
Expiration Date | 2024-04 | 2024-04 |
December 2021 Term Loan Three | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2022-05 | 2022-05 |
Initial Notional Amount | $ 220,130,318 | $ 220,130,318 |
Notional Amount Outstanding as of March 31, 2023 | $ 272,061,373 | $ 218,699,843 |
Fixed Rate | 0.457% | 0.457% |
Expiration Date | 2024-04 | 2024-04 |
December 2021 Term Loan Four | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2022-05 | 2022-05 |
Initial Notional Amount | $ 306,004,562 | $ 306,004,562 |
Notional Amount Outstanding as of March 31, 2023 | $ 347,501,107 | $ 302,505,737 |
Fixed Rate | 0.448% | 0.448% |
Expiration Date | 2024-04 | 2024-04 |
December 2021 Term Loan Five | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2024-04 | 2024-04 |
Initial Notional Amount | $ 871,205,040 | $ 871,205,040 |
Fixed Rate | 1.6533% | 1.6533% |
Expiration Date | 2025-06 | 2025-06 |
December 2021 Term Loan Six | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2024-04 | 2024-04 |
Initial Notional Amount | $ 435,602,520 | $ 435,602,520 |
Fixed Rate | 1.656% | 1.656% |
Expiration Date | 2025-06 | 2025-06 |
December 2021 Term Loan Seven | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-12 | 2021-12 |
Effective Date | 2024-04 | 2024-04 |
Initial Notional Amount | $ 435,602,520 | $ 435,602,520 |
Fixed Rate | 1.665% | 1.665% |
Expiration Date | 2025-06 | 2025-06 |
March 2022 Term Loan | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2022-03 | 2022-03 |
Effective Date | 2025-06 | 2025-06 |
Initial Notional Amount | $ 1,197,000,000 | $ 1,197,000,000 |
Fixed Rate | 2.554% | 2.554% |
Expiration Date | 2026-12 | 2026-12 |
March 2023 Term Loan One | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2023-03 | |
Effective Date | 2023-03 | |
Initial Notional Amount | $ 150,000,000 | |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 | |
Fixed Rate | 3.9025% | |
Expiration Date | 2026-12 | |
March 2023 Term Loan Two | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2023-03 | |
Effective Date | 2023-03 | |
Initial Notional Amount | $ 150,000,000 | |
Notional Amount Outstanding as of March 31, 2023 | $ 150,000,000 | |
Fixed Rate | 3.91% | |
Expiration Date | 2026-12 | |
July 2021 Term Loan | ||
Derivatives Fair Value [Line Items] | ||
Designation Date | 2021-07 | |
Effective Date | 2020-08 | |
Initial Notional Amount | $ 89,863,420 | |
Notional Amount Outstanding as of March 31, 2023 | $ 100,000,000 | |
Fixed Rate | 3.068% | |
Expiration Date | 2023-02 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives Fair Value [Line Items] | |||
Total Assets | $ 109 | $ 134 | $ 17 |
Total Liabilities | 5 | 9 | |
Other Current Assets | |||
Derivatives Fair Value [Line Items] | |||
Total Assets | 72 | 72 | 1 |
Other Assets | |||
Derivatives Fair Value [Line Items] | |||
Total Assets | 37 | $ 62 | 16 |
Other Current Liabilities | |||
Derivatives Fair Value [Line Items] | |||
Total Liabilities | 8 | ||
Other Liabilities | |||
Derivatives Fair Value [Line Items] | |||
Total Liabilities | $ 5 | $ 1 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative [Line Items] | |
Derivative losses included in Accumulated other comprehensive income to be reclassified into earnings over next twelve months | $ 71 |
Financial Instruments - Seller
Financial Instruments - Seller Earnouts - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of seller earnouts | $ 109 | $ 96 | $ 135 | ||
Loss (gain) from change in fair value of seller earnouts | (13) | $ 14 | $ 26 | $ (38) | |
Common Class Z [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Loss (gain) from change in fair value of seller earnouts | $ 12 | $ 1 | |||
Seller Earnouts Liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination, contingent consideration, liability expected holding period | 5 years 3 months 3 days | 5 years 6 months 3 days | |||
Seller Earnouts Liability | Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 50 | 50 | |||
Seller Earnouts Liability | Risk-free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 3.59 | 3.98 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - Tax Receivable Agreement Liability $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Financing Receivable, Past Due [Line Items] | ||
Federal, state and local income tax rate | 26.40% | 26.40% |
Conversion of noncontrolling interest | $ 67 | $ 43 |
Discount Rate | ||
Financing Receivable, Past Due [Line Items] | ||
Measurement Input | 8.8 | 9.2 |
Tax Receivable Agreement - Summ
Tax Receivable Agreement - Summary of Changes to TRA Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total long-term tax receivable agreement liability | $ 594 | $ 568 | $ 581 |
Tax Receivable Agreement Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 575 | 581 | |
Fair value remeasurement | 8 | (41) | |
Payments | (7) | (8) | |
Conversion of noncontrolling interest | 67 | 43 | |
Ending Balance | 643 | 575 | |
Less: current portion included in other current liabilities | (49) | (7) | |
Total long-term tax receivable agreement liability | $ 594 | $ 568 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Assets | |||||
Total assets recorded at fair value | $ 134 | ||||
Liabilities | |||||
Total liabilities recorded at fair value | 684 | ||||
Interest Rate Swaps | |||||
Assets | |||||
Total assets recorded at fair value | 134 | ||||
Contingent Consideration Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 13 | ||||
Seller Earnouts Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 96 | ||||
Tax Receivable Agreement Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 575 | ||||
Level 2 | |||||
Assets | |||||
Total assets recorded at fair value | 134 | ||||
Level 2 | Interest Rate Swaps | |||||
Assets | |||||
Total assets recorded at fair value | 134 | ||||
Level 3 | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 684 | ||||
Level 3 | Contingent Consideration Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 13 | ||||
Level 3 | Seller Earnouts Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 96 | ||||
Level 3 | Tax Receivable Agreement Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 575 | ||||
Measured at Fair Value on Recurring Basis | |||||
Assets | |||||
Total assets recorded at fair value | $ 109 | 134 | $ 17 | ||
Liabilities | |||||
Total liabilities recorded at fair value | 673 | 641 | 758 | ||
Measured at Fair Value on Recurring Basis | Interest Rate Swaps | |||||
Assets | |||||
Total assets recorded at fair value | 109 | 134 | 17 | ||
Liabilities | |||||
Total liabilities recorded at fair value | 5 | 9 | |||
Measured at Fair Value on Recurring Basis | Contingent Consideration Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 13 | 13 | 33 | ||
Measured at Fair Value on Recurring Basis | Seller Earnouts Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 122 | 96 | 135 | ||
Measured at Fair Value on Recurring Basis | Tax Receivable Agreement Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 533 | [1] | 532 | [1] | 581 |
Measured at Fair Value on Recurring Basis | Level 2 | |||||
Assets | |||||
Total assets recorded at fair value | 109 | 134 | 17 | ||
Liabilities | |||||
Total liabilities recorded at fair value | 5 | 9 | |||
Measured at Fair Value on Recurring Basis | Level 2 | Interest Rate Swaps | |||||
Assets | |||||
Total assets recorded at fair value | 109 | 134 | 17 | ||
Liabilities | |||||
Total liabilities recorded at fair value | 5 | 9 | |||
Measured at Fair Value on Recurring Basis | Level 3 | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 668 | 641 | 749 | ||
Measured at Fair Value on Recurring Basis | Level 3 | Contingent Consideration Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 13 | 13 | 33 | ||
Measured at Fair Value on Recurring Basis | Level 3 | Seller Earnouts Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | 122 | 96 | 135 | ||
Measured at Fair Value on Recurring Basis | Level 3 | Tax Receivable Agreement Liability | |||||
Liabilities | |||||
Total liabilities recorded at fair value | $ 533 | [1] | $ 532 | [1] | $ 581 |
[1]Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Deferred Contingent Consideration Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Beginning balance | $ 13 | $ 33 | $ 33 | |||
Measurement period adjustments | 0 | (2) | ||||
Accretion of contingent consideration | 1 | |||||
Ending Balance | 13 | 32 | $ 33 | 13 | ||
Alight Holdings | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Beginning balance | $ 13 | $ 33 | 29 | $ 26 | 33 | $ 22 |
Acquisitions | 8 | 2 | 3 | |||
Measurement period adjustments | (2) | |||||
Accretion of contingent consideration | 1 | 1 | ||||
Remeasurement of acquisition-related contingent consideration | (2) | (15) | 8 | |||
Payments | (2) | (4) | (7) | |||
Ending Balance | $ 33 | $ 29 | $ 13 | $ 26 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Current portion of long-term debt, net | $ 25 | $ 31 | $ 38 |
Long-term debt, net | 2,791 | 2,792 | 2,830 |
Total debt, net | 2,816 | 2,823 | 2,868 |
Carrying Value [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Current portion of long-term debt, net | 25 | 31 | 38 |
Long-term debt, net | 2,791 | 2,792 | 2,830 |
Total debt, net | 2,816 | 2,823 | 2,868 |
Fair Value [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Current portion of long-term debt, net | 25 | 31 | 38 |
Long-term debt, net | 2,782 | 2,780 | 2,834 |
Total debt, net | $ 2,807 | $ 2,811 | $ 2,872 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 | 0 | 0 | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 | 0 | 0 | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 | 0 | 0 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 | 0 | 0 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Feb. 20, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | |
Restructuring Cost And Reserve [Line Items] | ||||
Total expenses | $ 168 | $ 26 | ||
Accrued restructuring liability | $ 4 | 8 | ||
Restructuring charges | 5 | 63 | ||
Estimated restructuring and related cost | 140 | |||
Severance Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability | $ 4 | 4 | ||
Restructuring charges | 13 | |||
Other Restructuring Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability | 4 | |||
Restructuring charges | 50 | |||
Accounts Payable and Accrued Liabilites | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability | 12 | |||
The Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total expenses | 168 | 26 | ||
Accrued restructuring liability | 8 | 3 | ||
The Plan [Member] | Severance Charges | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability | $ 4 | $ 3 | ||
Two-Year Strategic Transformation Restructuring Program | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring activities, Description | On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. | |||
Restructuring activities, initiation date | Feb. 20, 2023 | |||
Restructuring charges | $ 140 | |||
Restructuring activities estimated completion period | 2 years | |||
Restructuring activities estimated annual savings | $ 100 | |||
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Minimum | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated restructuring and related cost | 20 | |||
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Maximum | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated restructuring and related cost | 30 | |||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Minimum | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated restructuring and related cost | 100 | |||
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Maximum | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated restructuring and related cost | $ 120 |
Restructuring and Integration -
Restructuring and Integration - Summary of Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | |||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | $ 26 | $ 5 | $ 63 | |||||
Inception to Date | 26 | 168 | ||||||
Estimated Remaining Costs | 114 | |||||||
Estimated Total Cost | 140 | |||||||
Alight Holdings | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | $ 9 | |||||||
Employer Solutions | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | 20 | 4 | 52 | |||||
Inception to Date | 20 | 143 | ||||||
Estimated Remaining Costs | 95 | |||||||
Estimated Total Cost | 115 | |||||||
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 | 1 | 11 | |||||
Inception to Date | 1 | 57 | ||||||
Estimated Remaining Costs | 15 | |||||||
Estimated Total Cost | 16 | |||||||
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 | 19 | [1] | 3 | [2] | 41 | [2] | ||
Inception to Date | 19 | [1] | 86 | [2] | ||||
Estimated Remaining Costs | [1] | 80 | ||||||
Estimated Total Cost | [1] | 99 | ||||||
Employer Solutions | Other Restructuring Costs | Alight Holdings | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | [2] | 2 | ||||||
Professional Services | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | 1 | 11 | ||||||
Inception to Date | 25 | |||||||
Estimated Remaining Costs | 9 | |||||||
Estimated Total Cost | 9 | |||||||
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] | ||||||||
Restructuring Costs | 2 | |||||||
Inception to Date | 10 | |||||||
Estimated Remaining Costs | 5 | |||||||
Estimated Total Cost | 5 | |||||||
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 | [2] | $ 1 | 9 | |||||
Inception to Date | [2] | $ 15 | ||||||
Estimated Remaining Costs | [1] | 4 | ||||||
Estimated Total Cost | [1] | 4 | ||||||
Corporate | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | 6 | |||||||
Inception to Date | 6 | |||||||
Estimated Remaining Costs | 10 | |||||||
Estimated Total Cost | 16 | |||||||
Corporate | Severance and Related Benefits | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | 5 | |||||||
Inception to Date | 5 | |||||||
Estimated Remaining Costs | 8 | |||||||
Estimated Total Cost | 13 | |||||||
Corporate | Other Restructuring Costs | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring Costs | [1] | 1 | ||||||
Inception to Date | [1] | 1 | ||||||
Estimated Remaining Costs | [1] | 2 | ||||||
Estimated Total Cost | [1] | $ 3 | ||||||
[1]Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes.[2]Other costs associated with the Plan primarily include consulting and legal fees and lease consolidation. |
Restructuring and Integration_2
Restructuring and Integration - Schedule of Accrued Restructuring Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | $ 8 | $ 4 | ||
Restructuring charges | $ 5 | 63 | ||
Cash payments | (66) | |||
Non-cash charges | [1] | 7 | ||
Accrued restructuring liability, Ending Balance | 4 | 8 | ||
Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 4 | 4 | ||
Restructuring charges | 13 | |||
Cash payments | (13) | |||
Accrued restructuring liability, Ending Balance | $ 4 | 4 | ||
Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 4 | |||
Restructuring charges | 50 | |||
Cash payments | (53) | |||
Non-cash charges | [1] | 7 | ||
Accrued restructuring liability, Ending Balance | 4 | |||
The Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 8 | |||
Cash payments | (5) | |||
Accrued restructuring liability, Ending Balance | 3 | 8 | ||
The Plan [Member] | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 4 | |||
Cash payments | (1) | |||
Accrued restructuring liability, Ending Balance | 3 | 4 | ||
The Plan [Member] | Estimated Remaining Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring liability, Beginning balance | 4 | |||
Cash payments | (4) | |||
Accrued restructuring liability, Ending Balance | $ 4 | |||
Transformation Program | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | 26 | |||
Cash payments | (17) | |||
Accrued restructuring liability, Ending Balance | 9 | |||
Transformation Program | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | 6 | |||
Cash payments | (1) | |||
Accrued restructuring liability, Ending Balance | 5 | |||
Transformation Program | Estimated Remaining Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | 20 | |||
Cash payments | (16) | |||
Accrued restructuring liability, Ending Balance | $ 4 | |||
[1] Non-cash |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution savings plan expenses | $ 19 | $ 17 | $ 24 | $ 59 | ||
Alight Holdings | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution savings plan expenses | $ 31 | $ 46 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Purchase Obligations | ||
Commitment And Contingencies [Line Items] | ||
Purchase obligation, remainder of 2023 | $ 17 | |
Purchase obligation, 2023/2024 | 27 | $ 26 |
Purchase obligation, 2024/2025 | 9 | 27 |
Purchase obligation, 2025/2026 | 4 | 9 |
Purchase obligation, 2026/2027 | 3 | 4 |
Purchase obligation, thereafter | 3 | |
Service Obligations | ||
Commitment And Contingencies [Line Items] | ||
Service obligation, remainder of 2023 | 111 | |
Service obligation, 2023/2024 | 154 | 147 |
Service obligation, 2024/2025 | 162 | 154 |
Service obligation, 2025/2026 | 170 | 162 |
Service obligation, 2026/2027 | $ 332 | 170 |
Service obligation, thereafter | $ 332 | |
Service obligation agreement termination fees percentage | 25% | 25% |
Service obligation maturity period | 10 years | 10 years |
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, 2022 | Dec. 31, 2020 | |
Leases [Line Items] | ||||
Operating lease cost | $ 14 | $ 25 | ||
Finance lease cost: | ||||
Amortization of leased assets | 12 | 25 | ||
Interest of lease liabilities | 2 | 3 | ||
Variable and short-term lease cost | 3 | 6 | ||
Sublease income | (3) | (8) | ||
Total lease cost | $ 28 | $ 51 | ||
Alight Holdings | ||||
Leases [Line Items] | ||||
Operating lease cost | $ 16 | $ 40 | ||
Finance lease cost: | ||||
Amortization of leased assets | 13 | 21 | ||
Interest of lease liabilities | 2 | 4 | ||
Variable and short-term lease cost | 3 | 6 | ||
Sublease income | (4) | (6) | ||
Total lease cost | $ 30 | $ 65 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 81 | $ 86 | $ 120 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Current operating lease liabilities | 34 | $ 34 | $ 44 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | |
Noncurrent operating lease liabilities | 95 | $ 103 | $ 139 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Total operating lease liabilities | $ 137 | $ 183 | |
Fixed assets, net | 46 | 62 | |
Current finance lease liabilities | 25 | 25 | 27 |
Noncurrent finance lease liabilities | $ 16 | 18 | 34 |
Total finance lease liabilities | $ 43 | $ 61 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Computer Equipment [Member] | Computer Equipment [Member] | |
Operating leases, Weighted Average Remaining Lease Term (in years) | 6 years 6 months | 5 years 9 months 18 days | |
Finance leases, Weighted Average Remaining Lease Term (in years) | 2 years | 2 years 8 months 12 days | |
Operating leases, Weighted Average Discount Rate | 4.60% | 4.30% | |
Finance leases, Weighted Average Discount Rate | 4.30% | 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, 2022 | Dec. 31, 2020 | |
Leases [Line Items] | ||||
Operating cash flows from operating leases | $ 27 | $ 48 | ||
Operating cash flows from finance leases | 2 | 2 | ||
Financing cash flows from finance leases | 14 | 30 | ||
Right-of use assets obtained in exchange for lease obligations Operating leases | 2 | 11 | ||
Right-of use assets obtained in exchange for lease obligations Finance leases | $ 2 | $ 9 | ||
Alight Holdings | ||||
Leases [Line Items] | ||||
Operating cash flows from operating leases | $ 22 | $ 42 | ||
Operating cash flows from finance leases | 2 | 4 | ||
Financing cash flows from finance leases | 17 | 24 | ||
Right-of use assets obtained in exchange for lease obligations Operating leases | 10 | 26 | ||
Right-of use assets obtained in exchange for lease obligations Finance leases | $ 2 | $ 62 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
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 |
Lease Obligations - Schedule _3
Lease Obligations - Schedule of Future Lease Payments for Lease Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | |||
2023 | $ 21 | ||
2024 | 18 | ||
2025 | 5 | ||
Total lease payments | 44 | ||
Less: amount representing interest | (1) | ||
Total finance lease liabilities | 43 | $ 61 | |
Less: current portion of lease obligations, net | $ (25) | (25) | (27) |
Total long-term portion of lease obligations, net | $ 16 | 18 | $ 34 |
Operating Leases | |||
2023 | 37 | ||
2024 | 33 | ||
2025 | 19 | ||
2026 | 17 | ||
2027 | 15 | ||
Thereafter | 28 | ||
Total lease payments | 149 | ||
Less: amount representing interest | (19) | ||
Total operating lease liabilities | 130 | ||
Less: current portion of lease obligations, net | (34) | ||
Total long-term portion of lease obligations, net | $ 96 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Feb. 20, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 5 | $ 63 | ||
Estimated restructuring and related cost | $ 140 | |||
Severance Charges | ||||
Subsequent Event [Line Items] | ||||
Restructuring charges | 13 | |||
Other Restructuring Charges | ||||
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 50 | |||
Two-Year Strategic Transformation Restructuring Program | ||||
Subsequent Event [Line Items] | ||||
Restructuring activities, Description | On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Transformation Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. | |||
Restructuring charges | $ 140 | |||
Restructuring activities estimated annual savings | $ 100 | |||
Restructuring activities estimated completion period | 2 years | |||
Maximum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | $ 30 | |||
Maximum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | 120 | |||
Minimum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | 20 | |||
Minimum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | $ 100 | |||
Subsequent Event | Two-Year Strategic Transformation Restructuring Program | ||||
Subsequent Event [Line Items] | ||||
Restructuring activities, Description | On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to reduce its overall future costs. The Program includes process and system optimization, third party costs associated with technology infrastructure transformation, and elimination of full-time positions. | |||
Restructuring charges | $ 140 | |||
Restructuring activities estimated annual savings | $ 100 | |||
Restructuring activities estimated completion period | 2 years | |||
Subsequent Event | Maximum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | $ 30 | |||
Subsequent Event | Maximum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | 120 | |||
Subsequent Event | Minimum | Two-Year Strategic Transformation Restructuring Program | Severance Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | 20 | |||
Subsequent Event | Minimum | Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | ||||
Subsequent Event [Line Items] | ||||
Estimated restructuring and related cost | $ 100 |
Other Financial Data - Summar_6
Other Financial Data - Summary of Components of Fixed Assets, Net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | $ 426 | $ 267 | |
Less: Accumulated depreciation | 106 | 31 | |
Fixed assets, net | $ 342 | 320 | 236 |
Capitalized Software | |||
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | 183 | 55 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | 42 | 40 | |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | 116 | 102 | |
Furniture, Fixtures and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | 12 | 12 | |
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Total Fixed assets, gross | $ 73 | $ 58 |
Income Taxes - Schedule of (Los
Income Taxes - Schedule of (Loss) income before income tax expense (benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | ||||||||||
U.S. (loss) income | $ (14) | $ (27) | ||||||||
Non-U.S. (loss) income | (9) | (14) | ||||||||
Income (Loss) Before Taxes | $ (82) | $ (12) | $ (23) | (41) | ||||||
Alight Holdings | ||||||||||
Income Tax Examination [Line Items] | ||||||||||
U.S. (loss) income | $ (28) | $ (88) | ||||||||
Non-U.S. (loss) income | (2) | (6) | ||||||||
Income (Loss) Before Taxes | $ (82) | $ (65) | $ 43 | $ (12) | $ 31 | $ (30) | $ (34) | $ (41) | $ (94) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Current | ||||||
Federal | $ 17 | $ (10) | ||||
State | 3 | 5 | ||||
Foreign | 6 | 10 | ||||
Total current tax expense (benefit) | 26 | 5 | ||||
Deferred tax expense (benefit): | ||||||
Federal | 18 | |||||
State | 6 | |||||
Foreign | (1) | 2 | ||||
Total deferred tax (benefit) expense | $ (7) | (1) | 26 | |||
Total income tax expense (benefit) | $ (8) | $ 1 | $ 25 | $ 31 | ||
Alight Holdings | ||||||
Current | ||||||
Federal | $ 1 | |||||
Foreign | (5) | $ 9 | ||||
Total current tax expense (benefit) | (4) | 9 | ||||
Deferred tax expense (benefit): | ||||||
Federal | (1) | |||||
State | 1 | |||||
Foreign | (1) | |||||
Total deferred tax (benefit) expense | (1) | |||||
Total income tax expense (benefit) | $ (5) | $ 9 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Effective Tax Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||||||||
(Loss) income before income tax expense (benefit) | $ (82) | $ (12) | $ (23) | $ (41) | ||||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||||||
Provision for income taxes at the statutory rate | (5) | (9) | ||||||||
State income taxes, net of federal benefit | 3 | 3 | ||||||||
Jurisdictional rate differences | (11) | 8 | ||||||||
Changes in valuation allowances | 23 | 39 | ||||||||
Benefit of income not allocated to the Company | 1 | 6 | ||||||||
Income in separate U.S. tax consolidations | 16 | 15 | ||||||||
Non-deductible expenses | 8 | 4 | ||||||||
Tax credits | (4) | (7) | ||||||||
Change in uncertain tax positions | (5) | (28) | ||||||||
Other | (1) | |||||||||
Total income tax expense (benefit) | $ (8) | $ 1 | $ 25 | $ 31 | ||||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||||
Provision for income taxes at the statutory rate | 21% | 21% | ||||||||
State income taxes, net of federal benefit | (12.00%) | (7.00%) | ||||||||
Jurisdictional rate differences | 49% | (20.00%) | ||||||||
Changes in valuation allowances | (100.00%) | (95.00%) | ||||||||
Benefit of income not allocated to the Company | (4.00%) | (14.00%) | ||||||||
Income in separate U.S. tax consolidations | (68.00%) | (37.00%) | ||||||||
Non-deductible expenses | (35.00%) | (9.00%) | ||||||||
Tax credits | 19% | 17% | ||||||||
Change in uncertain tax positions | 24% | 68% | ||||||||
Other | (3.00%) | |||||||||
Income tax expense (benefit) | 10% | (12.00%) | (109.00%) | 16% | (76.00%) | (10.00%) | ||||
Alight Holdings | ||||||||||
Income Tax Contingency [Line Items] | ||||||||||
(Loss) income before income tax expense (benefit) | $ (82) | $ (65) | $ 43 | $ (12) | $ 31 | $ (30) | $ (34) | $ (41) | $ (94) | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||||||
State income taxes, net of federal benefit | 1 | |||||||||
Jurisdictional rate differences | 1 | 9 | ||||||||
Changes in valuation allowances | (2) | |||||||||
Non-deductible expenses | (2) | |||||||||
Other | (2) | (1) | ||||||||
Total income tax expense (benefit) | $ (5) | $ 9 | ||||||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||||
Jurisdictional rate differences | (3.00%) | (11.00%) | ||||||||
Changes in valuation allowances | 6% | |||||||||
Non-deductible expenses | 6% | |||||||||
Other | 7% | 1% | ||||||||
Income tax expense (benefit) | 16% | (10.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Employee benefit plans | $ 3 | $ 2 |
Interest expense carryforward | 55 | 13 |
Other credits | 39 | 39 |
Tax receivable agreement | 72 | 64 |
Other accrued expenses | 10 | |
Seller Earnouts | 11 | 35 |
Fixed assets | 2 | |
Net operating losses | 213 | 313 |
Other | 5 | 4 |
Total | 398 | 482 |
Valuation allowance on deferred tax assets | (127) | (226) |
Total | 271 | 256 |
Deferred tax liabilities | ||
Intangible assets | (32) | (33) |
Investment in partnership | (254) | (246) |
Interest rate swap | 30 | |
Other | (9) | (10) |
Total | (325) | (289) |
Net deferred tax (liability) asset | $ (54) | $ (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, 2022 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 35 | $ 34 | $ 30 |
Lapse of statute of limitations | (5) | (22) | |
Additions for tax positions of prior years | 1 | ||
Ending balance | $ 30 | $ 35 | $ 8 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Parenthetical) (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Unvested Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 6,992,844 | 7,583,284 |
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, 2022 | Dec. 31, 2021 | May 26, 2020 | |
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding | 0 | 0 | 0 | |
Warrants expiration date | Jul. 02, 2026 | |||
Warrants expiration term | 5 years | |||
Redemption price per warrant (in dollars per share) | $ 0.1 | |||
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) | 0.1 | |||
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 | $ 11.5 | $ 11.5 | ||
FTAC | Forward Purchase Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants to be purchased | 10,000,000 |