Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39299 | |
Entity Registrant Name | Alight, Inc. / Delaware | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1849232 | |
Entity Address, Address Line One | 320 South Canal Street, | |
Entity Address, Address Line Two | 50th Floor, Suite 5000 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 224 | |
Local Phone Number | 737-7000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ALIT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001809104 | |
Current Fiscal Year End Date | --12-31 | |
Former Address | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 4 Overlook Point | |
Entity Address, City or Town | Lincolnshire | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60069 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 535,336,010 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,978,807 | |
Class B-2 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,978,807 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,090,184 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 183 | $ 324 |
Receivables, net | 372 | 435 |
Other current assets | 210 | 260 |
Fiduciary assets | 217 | 234 |
Current assets held for sale | 2,461 | 1,523 |
Total Current Assets | 3,443 | 2,776 |
Goodwill | 3,212 | 3,212 |
Intangible assets, net | 2,995 | 3,136 |
Fixed assets, net | 393 | 331 |
Deferred tax assets, net | 86 | 38 |
Other assets | 344 | 341 |
Long-term assets held for sale | 0 | 948 |
Total Assets | 10,473 | 10,782 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 249 | 325 |
Current portion of long-term debt, net | 329 | 25 |
Other current liabilities | 261 | 233 |
Fiduciary liabilities | 217 | 234 |
Current liabilities held for sale | 1,461 | 1,370 |
Total Current Liabilities | 2,517 | 2,187 |
Deferred tax liabilities | 32 | 32 |
Long-term debt, net | 2,451 | 2,769 |
Long-term tax receivable agreement | 757 | 733 |
Financial instruments | 80 | 109 |
Other liabilities | 159 | 142 |
Long-term liabilities held for sale | 0 | 68 |
Total Liabilities | 5,996 | 6,040 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock at $0.0001 par value: 1.0 shares authorized, none issued and outstanding | 0 | 0 |
Treasury stock, at cost (16.6 and 6.4 shares at June 30, 2024 and December 31, 2023, respectively) | (132) | (52) |
Additional paid-in-capital | 5,134 | 4,946 |
Retained deficit | (594) | (503) |
Accumulated other comprehensive income | 65 | 71 |
Total Alight, Inc. Stockholders' Equity | 4,473 | 4,462 |
Noncontrolling interest | 4 | 280 |
Total Stockholders' Equity | 4,477 | 4,742 |
Total Liabilities and Stockholders' Equity | 10,473 | 10,782 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Class V Common Stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Class Z Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 02, 2021 |
Preferred stock, par value (in dollars per share) | $ 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 shares | 16,600,000 | 6,400,000 | ||
Class A Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued | 558,000,000 | 517,300,000 | ||
Common stock, shares outstanding | 541,445,348 | 510,900,000 | ||
Class B Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, shares issued | 9,800,000 | 9,900,000 | ||
Common stock, shares outstanding | 9,800,000 | 9,900,000 | ||
Class V Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 175,000,000 | 175,000,000 | ||
Common stock, shares issued | 600,000 | 29,000,000 | ||
Common stock, shares outstanding | 554,568 | 1,189,156 | 28,962,218 | |
Class Z Common Stock | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 12,900,000 | 12,900,000 | ||
Common stock, shares issued | 578,099 | 3,400,000 | 8,671,507 | |
Common stock, shares outstanding | 578,099 | 578,099 | 3,420,215 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 538 | $ 561 | $ 1,097 | $ 1,147 |
Cost of services, exclusive of depreciation and amortization | 345 | 356 | 701 | 738 |
Depreciation and amortization | 26 | 18 | 47 | 35 |
Gross Profit | 167 | 187 | 349 | 374 |
Operating Expenses | ||||
Selling, general and administrative | 146 | 149 | 292 | 300 |
Depreciation and intangible amortization | 73 | 74 | 149 | 150 |
Total Operating expenses | 219 | 223 | 441 | 450 |
Operating Income (Loss) From Continuing Operations | (52) | (36) | (92) | (76) |
Other (Income) Expense | ||||
(Gain) Loss from change in fair value of financial instruments | (52) | 0 | (31) | 25 |
(Gain) Loss from change in fair value of tax receivable agreement | (31) | 11 | 24 | 19 |
Interest expense | 33 | 33 | 64 | 66 |
Other (income) expense, net | 0 | 0 | 1 | 1 |
Total Other (income) expense, net | (50) | 44 | 58 | 111 |
Income (Loss) From Continuing Operations Before Taxes | (2) | (80) | (150) | (187) |
Income tax expense (benefit) | 2 | (8) | (25) | (31) |
Net Income (Loss) From Continuing Operations | (4) | (72) | (125) | (156) |
Net Income (Loss) From Discontinued Operations, Net of Tax | 27 | 0 | 32 | 10 |
Net Income (Loss) | 23 | (72) | (93) | (146) |
Net income (loss) attributable to noncontrolling interests | 0 | (5) | (2) | (11) |
Net Income (Loss) Attributable to Alight, Inc. | $ 23 | $ (67) | $ (91) | $ (135) |
Basic and Diluted | ||||
Continuing operations, basic (in dollars per share) | $ (0.01) | $ (0.14) | $ (0.23) | $ (0.30) |
Continuing operations, diluted (in dollars per share) | (0.01) | (0.14) | (0.23) | (0.30) |
Discontinued operations, basic (in dollars per share) | 0.05 | 0 | 0.06 | 0.02 |
Discontinued operations, diluted (in dollars per share) | 0.05 | 0 | 0.06 | 0.02 |
Net income (loss), basic (in dollars per share) | 0.04 | (0.14) | (0.17) | (0.28) |
Net income (loss), diluted (in dollars per share) | $ 0.04 | $ (0.14) | $ (0.17) | $ (0.28) |
Net Income (Loss) | $ 23 | $ (72) | $ (93) | $ (146) |
Other comprehensive income (loss), net of tax: | ||||
Change in fair value of derivatives | (8) | 17 | (5) | (6) |
Foreign currency translation adjustments | (2) | 3 | (4) | 6 |
Total Other comprehensive income (loss), net of tax: | (10) | 20 | (9) | 0 |
Comprehensive Income (Loss) Before Noncontrolling Interests | 13 | (52) | (102) | (146) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | (4) | (6) | (16) |
Comprehensive Income (Loss) Attributable to Alight, Inc. | $ 13 | $ (48) | $ (96) | $ (129) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income | Total Alight, Inc. Equity | Noncontrolling Interest |
Beginning balance at Dec. 31, 2022 | $ 5,089 | $ 0 | $ (12) | $ 4,514 | $ (158) | $ 95 | $ 4,439 | $ 650 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (74) | (68) | (68) | (6) | ||||
Other comprehensive income, 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) | |||||
Ending balance at Mar. 31, 2023 | 4,967 | 0 | (22) | 4,690 | (226) | 81 | 4,523 | 444 |
Beginning balance at Dec. 31, 2022 | 5,089 | 0 | (12) | 4,514 | (158) | 95 | 4,439 | 650 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (146) | |||||||
Other comprehensive income, net | 0 | |||||||
Ending balance at Jun. 30, 2023 | 4,954 | 0 | (26) | 4,734 | (293) | 100 | 4,515 | 439 |
Beginning balance at Mar. 31, 2023 | 4,967 | 0 | (22) | 4,690 | (226) | 81 | 4,523 | 444 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (72) | (67) | (67) | (5) | ||||
Other comprehensive income, net | 20 | 19 | 19 | 1 | ||||
Common stock issued under ESPP | 4 | 4 | 4 | |||||
Conversion of noncontrolling interest | 1 | 2 | 2 | (1) | ||||
Share-based compensation expense | 38 | 38 | 38 | |||||
Share repurchases | (4) | (4) | (4) | |||||
Ending balance at Jun. 30, 2023 | 4,954 | 0 | (26) | 4,734 | (293) | 100 | 4,515 | 439 |
Beginning balance at Dec. 31, 2023 | 4,742 | 0 | (52) | 4,946 | (503) | 71 | 4,462 | 280 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (116) | (114) | (114) | (2) | ||||
Other comprehensive income, net | 0 | 4 | 4 | (4) | ||||
Conversion of noncontrolling interest | (65) | 199 | 199 | (264) | ||||
Share-based compensation expense | 28 | 28 | 28 | |||||
Shares withheld in lieu of taxes | (57) | (57) | (57) | |||||
Share repurchases | 0 | |||||||
Other | (4) | (3) | (3) | (1) | ||||
Ending balance at Mar. 31, 2024 | 4,528 | 0 | (52) | 5,113 | (617) | 75 | 4,519 | 9 |
Beginning balance at Dec. 31, 2023 | 4,742 | 0 | (52) | 4,946 | (503) | 71 | 4,462 | 280 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (93) | |||||||
Other comprehensive income, net | (9) | |||||||
Ending balance at Jun. 30, 2024 | 4,477 | 0 | (132) | 5,134 | (594) | 65 | 4,473 | 4 |
Beginning balance at Mar. 31, 2024 | 4,528 | 0 | (52) | 5,113 | (617) | 75 | 4,519 | 9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 23 | 23 | 23 | 0 | ||||
Other comprehensive income, net | (10) | (10) | (10) | |||||
Common stock issued under ESPP | 6 | 6 | 6 | |||||
Conversion of noncontrolling interest | (6) | (1) | (1) | (5) | ||||
Share-based compensation expense | 18 | 18 | 18 | |||||
Shares withheld in lieu of taxes | (1) | (1) | (1) | |||||
Share repurchases | (80) | (80) | (80) | |||||
Other | (1) | (1) | (1) | |||||
Ending balance at Jun. 30, 2024 | $ 4,477 | $ 0 | $ (132) | $ 5,134 | $ (594) | $ 65 | $ 4,473 | $ 4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating activities: | |||
Net Income (Loss) From Continuing Operations | $ (125) | $ (156) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 56 | 44 | |
Intangible asset amortization | 140 | 141 | |
Noncash lease expense | 6 | 7 | |
Financing fee and premium amortization | (1) | (1) | |
Share-based compensation expense | 48 | 64 | |
(Gain) loss from change in fair value of financial instruments | (31) | 25 | |
(Gain) Loss from change in fair value of tax receivable agreement | 24 | 19 | |
Release of unrecognized tax provision | (2) | (1) | |
Deferred tax expense (benefit) | (39) | (3) | |
Other | 2 | 4 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 62 | 34 | |
Accounts payable and accrued liabilities | (75) | (120) | |
Other assets and liabilities | 28 | 56 | |
Cash provided by operating activities - continuing operations | 93 | 113 | |
Cash provided by operating activities - discontinued operations | 65 | 49 | |
Net cash provided by operating activities | 158 | 162 | |
Investing activities: | |||
Capital expenditures | (67) | (78) | |
Cash used for investing activities - continuing operations | (67) | (78) | |
Cash used in investing activities - discontinued operations | (11) | (11) | |
Net cash used in investing activities | (78) | (89) | |
Financing activities: | |||
Net increase (decrease) in fiduciary liabilities | (17) | (17) | |
Repayments to banks | (13) | (13) | |
Principal payments on finance lease obligations | (14) | (13) | |
Payments on tax receivable agreements | (62) | (7) | |
Tax payment for shares/units withheld in lieu of taxes | (58) | (6) | |
Deferred and contingent consideration payments | 0 | (4) | |
Repurchase of shares | (80) | (14) | |
Cash used for financing activities - continuing operations | (244) | (74) | |
Cash provided by (used in) financing activities - discontinued operations | 22 | (201) | |
Net Cash provided by (used for) financing activities | (222) | (275) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash - discontinued operations | (3) | 5 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (145) | (197) | |
Continuing operations - beginning of year | 558 | 482 | |
Discontinued operations - beginning of year | [1] | 1,201 | 1,277 |
Less discontinued operations - end of year | [1] | 1,214 | 1,079 |
Continuing operations - end of period | 400 | 483 | |
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||
Cash and cash equivalents | 183 | 245 | |
Restricted cash included in fiduciary assets | 217 | 238 | |
Total cash, cash equivalents and restricted cash | 400 | 483 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Fixed asset additions acquired through finance leases | 51 | 4 | |
Right of use asset additions acquired through operating leases | $ 6 | $ 0 | |
[1] Reported as assets held for sale on our condensed consolidated balance sheets. |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Business | 1. Basis of Presentation and Nature of Business Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 29, 2024. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances have been eliminated upon consolidation. On July 2, 2021 (the “Closing Date”), Alight Holding Company, LLC (the "Predecessor" or "Alight Holdings") completed a business combination (the "Business Combination") with a special purpose acquisition company. On the Closing Date, pursuant to the Business Combination Agreement, the special purpose acquisition company became a wholly owned subsidiary of Alight, Inc. (“Alight”, the “Company”, “we” “us” “our” or the “Successor”). As of June 30, 2024, Alight owned approximately 99% of the economic interest in the Predecessor, had 100% of the voting power and controlled the management of the Predecessor. The non-voting ownership percentage held by noncontrolling interest was less than 1% as of June 30, 2024. On July 12, 2024, Alight, Inc. (together with its subsidiaries, the “Company” or “Alight”) and Tempo Acquisition LLC, a subsidiary of the Company, completed the previously announced sale (the “Transaction”) of Alight’s Professional Services segment and Alight’s Payroll & HCM Outsourcing business within the Employer Solutions segment (collectively, the “Divested Business”) to Axiom Buyer, LLC, a newly-formed entity and an affiliate of H.I.G. Capital, L.L.C. (“Buyer”), pursuant to the terms of the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of March 20, 2024. As a result of this agreement, the results of the Company’s Payroll and Professional Services businesses are reported separately as discontinued operations, net of tax, in our condensed consolidated statements of comprehensive income (loss) for all periods presented and its assets and liabilities are presented in our condensed consolidated balance sheets as assets and liabilities held for sale as of June 30, 2024. Nature of Business We are a leading cloud-based provider of integrated digital human capital and business solutions. We have an unwavering belief that a company’s success starts with its people, and our solutions connect human insights with technology. The Alight Worklife® employee engagement platform provides a seamless customer experience by combining content, plus artificial intelligence (“AI”) and data analytics to enable Alight’s business process as a service ("BPaaS") model. Our mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our primary business, Employer Solutions, is driven by our Alight Worklife platform, and includes total employee wellbeing, integrated benefits administration, healthcare navigation, financial wellbeing, leaves solutions, and retiree healthcare. We leverage data across all interactions and activities to improve the employee experience, reduce operational costs and better inform management processes and decision-making. Our clients’ employees benefit from an integrated platform and user experience, coupled with a full-service customer care center, helping them manage the full life cycle of their health wealth and wellbeing. |
Accounting Policies and Practic
Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Accounting Policies and Practices | 2. Accounting Policies and Practices Significant Accounting Policies There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The majority of the Company’s revenue is highly recurring and is derived from contracts with customers to provide integrated, cloud-based human capital solutions that empower clients and their employees to manage their health, wealth and HR needs. The Company’s revenues are disaggregated by recurring and project revenues within each reportable segment. Recurring revenues are typically longer term in nature and more predictable on an annual basis, while project revenues consist of project work of a shorter duration and are therefore less predictable on an annual basis. See Note 12 “Segment Reporting” for quantitative disclosures of recurring and project revenues by reportable segment. The Company’s reportable segment is Employer Solutions. Employer Solutions is driven by our digital, software and AI-led capabilities powered by the Alight Worklife® platform and spanning total employee wellbeing and engagement, including integrated benefits administration, healthcare navigation, financial health and employee wellbeing. The Company believes the revenue categories within Employer Solutions depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Revenues are recognized when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. The majority of the Company’s revenue is recognized over time as the customer simultaneously receives and consumes the benefits of our services. We may occasionally be entitled to a fee based on achieving certain performance criteria or contract milestones. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will constrain this portion of the transaction price and recognize it when or as the uncertainty is resolved. Any taxes assessed on revenues relating to services provided to our clients are recorded on a net basis. All of the Company’s revenues are described in more detail below. Administrative Services We provide benefits and human resource services across all of our solutions, which are highly recurring. The Company’s contracts may include administration services across one or multiple solutions and typically have three five These contracts typically consist of an implementation phase and an ongoing administration phase: Implementation phase – In connection with the Company’s long-term agreements, implementation efforts are often necessary to set up clients and their human resource or benefit programs on the Company’s systems and operating processes. Work performed during the implementation phase is considered a set-up activity because it does not transfer a service to the customer. Therefore, it is not a separate performance obligation. As these agreements are longer term in nature, our contracts generally provide that if the client terminates a contract, we are entitled to an additional payment for services performed through the termination date designed to recover our up-front costs of implementation. Any fees received from the customer as part of the implementation are, in effect, an advance payment for the future ongoing administration services to be provided. Ongoing administration services phase – For all solutions, the ongoing administration phase includes a variety of plan and system support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our Health Solutions agreements, annual on-boarding and enrollment support. While there are a variety of activities performed across all solutions, the overall nature of the obligation is to provide integrated administration solutions to the customer. The agreement represents a stand-ready obligation to perform these activities across all solutions on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefit cycle in the case of our Health Solutions arrangements) is distinct and the activities are performed substantially the same. Accordingly, the ongoing administration services for each solution represents a series and each series (i.e., each month, or each benefit cycle including the enrollment period in the case of our Health Solutions arrangements) of distinct services are deemed to be a single performance obligation. In agreements that include multiple performance obligations, the transaction price related to each performance obligation is based on a relative stand-alone selling price basis. We establish the stand-alone selling price using a suitable estimation method, which includes a market assessment approach using observable market prices the Company charges separately for similar solutions to similar customers, or an expected cost plus margin approach. Our contracts with our clients specify the terms and conditions upon which the services are based. Fees for these services are primarily based on a contracted fee charged per participant per period (e.g., monthly or annually, as applicable). These contracts may also include fixed components, including lump-sum implementation fees. Our fees are not typically payable until the commencement of the ongoing administration phase. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. For Health Solutions administration services, each benefits cycle inclusive of the enrollment period represents a time increment under the series guidance and is a single performance obligation. Although ongoing fees are typically not payable until the commencement of the ongoing administrative phase, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual enrollment services. Although our per-participant fees are considered variable, they are typically predictable in nature, and therefore we do not generally constrain any portion of our transaction price estimates. We use an input method based on the labor costs incurred relative to total labor costs as the measure of progress in satisfying our Health Solutions performance obligation commencing when the customer’s annual enrollment services begin. Given that the Health Solutions enrollment and administrative services are stand-ready in nature, it can be difficult to estimate the total expected efforts or hours we will incur for a particular benefits cycle. Therefore, the input measure is based on the historical effort expended, which is measured as labor cost. In the normal course of business, we enter into change orders or other contract modifications to add or modify services provided to the customer. We evaluate whether these modifications should be accounted for as separate contracts or a modification to an existing contract. To the extent that the modification changes a promise that forms part of the underlying series, the modification is not accounted for as a separate contract. Other Contracts In addition to the ongoing administration services, the Company also has services across all solutions that represent separate performance obligations and that are often shorter in duration, such as our participant financial advisory services and enrollment services not bundled with ongoing administration services. Fee arrangements can be in the form of fixed-fee, time-and-materials, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. Services may represent stand-ready obligations that meet the series provision, in which case all variable consideration is allocated to each distinct time increment. Other services are recognized over-time based on a method that faithfully depicts the transfer of value to the customer, which may be based on the value of labor hours worked or time elapsed, depending on the facts and circumstances. The majority of the fees for enrollment services not bundled with ongoing administration services may be in the form of commissions received from insurance carriers for policy placement and are variable in nature. These annual enrollment services include both employer-sponsored arrangements that place both retiree Medicare coverage and voluntary benefits and direct-to-consumer Medicare placement. Our performance obligations under these annual enrollment services are typically completed over a short period upon which a respective policy is placed or confirmed with no ongoing fulfillment obligations. For both the employer-sponsored and direct-to-consumer arrangements, we recognize the majority of the placement revenue in the fourth quarter of the calendar year, which is when most of the placement or renewal activity occurs. However, the Company may continue to receive commissions from carriers until the respective policy lapses or is canceled. The Company bases the estimates of total transaction price on supportable evidence from an analysis of past transactions, and only includes amounts that are probable of being received or not refunded. As it relates to the direct-to-consumer arrangements, because our obligation is complete upon placement of the policy, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. The variable consideration estimate requires significant judgement, and will vary based on product type, estimated commission rates and the expected lives of the respective policies and other factors. For both the employer-sponsored and direct-to-customer arrangements, the estimated total transaction price may differ from the ultimate amount of commissions we may collect. Consequently, the estimate of total transaction price is adjusted over time as the Company receives confirmation of cash received, or as other information becomes available. A portion of the Company's revenue is subscription-based where monthly fees are paid to the Company. The subscription-based revenue is recognized straight-line over the contract term, which is generally three years. The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of one year or less, or (2) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods and services that form a single performance obligation. Contract Costs Costs to obtain a Contract The Company capitalizes incremental costs to obtain a contract with a customer that are expected to be recovered. Assets recognized for the costs to obtain a contract, which primarily includes sales commissions paid in relation to the initial contract, are amortized over the expected life of the underlying customer relationships, which is generally 7 years for our leaves solutions and generally 15 years for all of our other solutions. For situations where the duration of the contract is 1 year or less, the Company has applied a practical expedient and recognized the costs of obtaining a contract as an expense when incurred. These costs are recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). Costs to fulfill a Contract The Company capitalizes costs to fulfill contracts which includes highly customized implementation efforts to set up clients and their human resource or benefit programs. Assets recognized for the costs to fulfill a contract are amortized on a systematic basis over the expected life of the underlying customer relationships, which is generally 7 years for our leaves solutions and generally 15 years for all of our other solutions. Amortization for all contracts costs is recorded in Cost of services, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss), see Note 5 “Other Financial Data”. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | 4. Discontinued Operations and Assets Held for Sale As disclosed above in Note 1 “Basis of Presentation and Nature of Business, on July 12, 2024, the Company closed on its previously announced sale of the Divested Business. Under the terms of the Purchase Agreement, the Buyer agreed to acquire the Divested Business for total consideration of up to $1.2 billion, in the form of (1) $1.0 billion in cash (the “Closing Cash Consideration”) payable at the closing of the transactions (the “Closing”) contemplated by the Purchase Agreement, (2) a note with an aggregate principal amount of $50 million and fair value of $35 million as of July 12, 2024 issued at Closing (the “Seller Note”) by an indirect parent of Buyer (the “Note Issuer”) and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year, a note with an aggregate principal amount of up to $150 million (the “Additional Seller Note”) and fair value of $66 million as of July 12, 2024 to be issued by the Note Issuer. The Seller Note has a stated interest rate of 8.0%. In conjunction with the Transaction, the company entered into a Transition Services Agreement (the "TSA") with the Buyer. The TSA outlines the terms under which the Company will provide certain reimbursable post-closing services to support the business on a transitional basis and are anticipated to be provided for an initial period of up to 18 months, with the option to extend for an additional six months . As part of the TSA agreement, $15 million of the Closing Cash Consideration payable at closing will be a prepayment to the Company for services provided under the TSA. The following tables presents the carrying value of assets and liabilities for the Payroll & Professional Services business as presented within assets and liabilities held for sale on our condensed consolidated balance sheets and results as reported in income (loss) from discontinued operations, net of tax, within our condensed consolidated statements of comprehensive income (loss) (in millions): June 30, December 31, Assets Cash and cash equivalents $ 25 $ 34 Receivables, net 239 263 Other current assets 60 59 Fiduciary assets 1,189 1,167 Goodwill 330 — Intangible assets, net 407 — Fixed assets, net 49 — Deferred tax assets, net 8 — Other assets 154 — Current assets held for sale 2,461 1,523 Goodwill — 331 Intangible assets, net — 418 Fixed assets, net — 40 Deferred tax assets, net — 3 Other assets — 156 Long-term assets held for sale $ — $ 948 Liabilities Accounts payable and accrued liabilities $ 95 $ 119 Other current liabilities 103 84 Fiduciary liabilities 1,189 1,167 Deferred tax liabilities — — Other liabilities 74 — Current liabilities held for sale 1,461 1,370 Deferred tax liabilities — — Other liabilities — 68 Long-term liabilities held for sale $ — $ 68 Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue $ 249 $ 245 $ 506 $ 490 Cost of services, exclusive of depreciation and amortization 167 172 354 345 Depreciation and amortization — 3 3 5 Gross Profit 82 70 149 140 Operating Expenses Selling, general and administrative 52 44 89 78 Depreciation and intangible amortization — 11 8 20 Total Operating Expenses 52 55 97 98 Income (loss) from Discontinued Operations 30 15 52 42 Interest expense — — — — Other (income) expense, net — 4 2 6 Income (Loss) from Discontinued Operations Before Income Taxes 30 11 50 36 Income tax expense (benefit) 3 11 18 26 Net Income (Loss) from Discontinued Operations, Net of Tax $ 27 $ — $ 32 $ 10 The expense amounts reflected above represent only the direct costs attributable to the Payroll & Professional Services business and excludes allocations of corporate costs that will be retained following the sale. Neither the discontinued operations presented above, nor continuing operations, reflect the impact of any cost reimbursement that will be received under the TSA following the close of the transaction upon the satisfaction or waiver of closing conditions. |
Other Financial Data
Other Financial Data | 6 Months Ended |
Jun. 30, 2024 | |
Other Financial Data [Abstract] | |
Other Financial Data | 5. Other Financial Data Condensed Consolidated Balance Sheets Information Receivables, net The components of Receivables, net are as follows (in millions): June 30, December 31, Billed and unbilled receivables $ 379 $ 442 Allowance for expected credit losses (7) (7) Balance at end of period $ 372 $ 435 Other current assets The components of Other current assets are as follows (in millions): June 30, December 31, Deferred project costs $ 23 $ 20 Prepaid expenses 43 48 Commissions receivable 51 107 Other 93 85 Total $ 210 $ 260 Other assets The components of Other assets are as follows (in millions): June 30, December 31, Deferred project costs $ 249 $ 240 Operating lease right of use asset 53 55 Commissions receivable 19 22 Other 23 24 Total $ 344 $ 341 The current and non-current portions of deferred project costs relate to costs to obtain and fulfill contracts (see Note 3 “Revenue from Contracts with Customers”). Total amortization expense related to deferred project costs for each of the three months ended June 30, 2024 and 2023 were $6 million, and for each of the six months ended June 30, 2024 and 2023 were $12 million, and are recorded in Cost of services, exclusive of depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). Other current assets and Other assets include the fair value of outstanding derivative instruments related to interest rate swaps. The balances in Other current assets Other assets Other current liabilities The components of Other current liabilities are as follows (in millions): June 30, December 31, Deferred revenue $ 83 $ 97 Operating lease liabilities 24 27 Finance lease liabilities 20 10 Other 134 99 Total $ 261 $ 233 Other liabilities The components of Other liabilities are as follows (in millions): June 30, December 31, Deferred revenue $ 43 $ 45 Operating lease liabilities 60 65 Finance lease liabilities 39 6 Other 17 26 Total $ 159 $ 142 The current and non-current portions of deferred revenue relates to consideration received in advance of performance under client contracts. During the six months ended June 30, 2024 and 2023, revenue of approximately $81 million and $76 million was recognized that was recorded as deferred revenue at the beginning of each period, respectively. Other current liabilities as of June 30, 2024 and December 31, 2023 included the current portion of tax receivable agreement liability of $89 million and $62 million, respectively (see Note 15 "Tax Receivable Agreement" for additional information). Other liabilities |
Goodwill and Intangible assets,
Goodwill and Intangible assets, net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible assets, net The changes in the net carrying amount of goodwill are as follows (in millions): Total Balance as of December 31, 2023 $ 3,212 Foreign currency translation — Balance at June 30, 2024 $ 3,212 Intangible assets by asset class are as follows (in millions): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Customer-related and contract based intangibles $ 3,192 $ 636 $ 2,556 $ 3,192 $ 529 $ 2,663 Technology related intangibles 230 113 117 230 94 136 Trade name 408 86 322 408 71 337 Total $ 3,830 $ 835 $ 2,995 $ 3,830 $ 694 $ 3,136 Amortization expense from finite-lived intangible assets for each of the three months ended June 30, 2024 and 2023, was $69 million and $70 million, respectively. Amortization expense from finite-lived intangible assets for the six months ended June 30, 2024 and 2023, was $140 million and $141 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Condensed Consolidated Statements of Comprehensive Income (Loss). The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of June 30, 2024 and December 31, 2023 (in millions, except for years): June 30, 2024 December 31, 2023 Net Carrying Amount Weighted-Average Remaining Useful Lives Net Carrying Amount Weighted-Average Remaining Useful Lives Intangible assets: Customer-related and contract-based intangibles $ 2,556 12.0 $ 2,663 12.5 Technology-related intangibles 117 3.0 136 3.5 Trade name 322 11.9 337 12.4 Total $ 2,995 $ 3,136 Subsequent to June 30, 2024, the annual amortization expense is expected to be as follows (in millions): Customer-Related and Contract Based Intangibles Technology Related Intangibles Trade Name Intangibles Total 2024 (July - December) $ 107 $ 19 $ 14 $ 140 2025 214 39 28 281 2026 214 38 27 279 2027 214 19 27 260 2028 214 2 27 243 Thereafter 1,593 — 199 1,792 Total amortization expense $ 2,556 $ 117 $ 322 $ 2,995 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates for the three months ended June 30, 2024 and 2023 were (100)% and 10%, respectively. The Company's effective tax rates for both the six months ended June 30, 2024 and 2023 were 17%. The effective tax rates for the three and six months ended June 30, 2024 were lower than the 21% U.S. statutory corporate income tax rate and primarily driven by the Company’s non-deductible portion of share-based compensation expense, the tax receivable agreement fair value adjustment, and the seller earnout liability fair value adjustment. The effective tax rates for the three and six months ended June 30, 2023 were lower than the 21% U.S. statutory corporate income tax rate and primarily driven by the Company’s non-deductible portion of share-based compensation expense, tax receivable agreement fair value adjustment, and the seller earnout liability fair value adjustment. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt outstanding consisted of the following (in millions): Maturity Date June 30, December 31, Sixth Incremental Term Loans (1) August 31, 2028 $ 2,476 $ — Fifth Incremental Term Loans (2) August 31, 2028 — 2,488 Secured Senior Notes June 1, 2025 304 306 $300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,780 2,794 Less: current portion of long-term debt, net (329) (25) Total long-term debt, net $ 2,451 $ 2,769 _______________________________________________________ (1) The net balance for the Sixth Incremental Term Loans includes unamortized debt issuance costs at June 30, 2024 of approximately $8 million. (2) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at December 31, 2023 of approximately $8 million. Term Loan In May 2017, the Company entered into a 7 year Initial Term Loan. During November 2017 and November 2019, the Company entered into Incremental Term Loans under identical terms as the Initial Term Loan. In August 2020, the Company refinanced a portion of the Term Loan by paying down $270 million of principal using the proceeds from the August 2020 Unsecured Senior Notes issuance, extending the maturity date on $1,986 million of the balance to October 31, 2026, and adding an interest rate floor of 50 bps (the "Amended Term Loan"). As part of the consideration transferred in the Business Combination, $556 million of principal was repaid on the portion of the Term Loan that was not amended. In August 2021, the Company entered into a new Third Incremental Term Loan facility for $525 million that matures August 31, 2028. In January 2022, the Company refinanced the Amended Term Loan and the Third Incremental Term Loan to have a concurrent maturity date of August 31, 2028 and updated interest rate terms as described below (the "B-1 Term Loan"). In June 2023, the Company refinanced the remaining portion of the 7 year Term Loan in full by increasing the existing B-1 Term Loan by approximately $65 million under identical terms as the B-1 Term Loan. Interest rates on the B-1 Term Loan borrowings are based on the Secured Overnight Financing Rate ("SOFR") plus a margin. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates. In September 2023, the Company entered into Amendment No. 9 to Credit Agreement with a syndicate of lenders to establish a new class of Fifth Incremental Term Loans with an aggregate principal amount of $2,507 million to reprice the outstanding Initial Term B-1 Loans due August 31, 2028 by reducing the applicable rate from SOFR + 3.00% to SOFR + 2.75%. In June 2024, the Company entered into Amendment No. 10 to Credit Agreement with a syndicate of lenders to establish a new class of Sixth Incremental Term Loans with an aggregate principal amount of $2,489 million to reprice the outstanding Fifth Incremental Term Loans due August 31, 2028 by reducing the applicable rate from SOFR + 2.75% to SOFR + 2.25%. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”). During the three and six months ended June 30, 2024, the Company made total principal payments of $6 million and $13 million, respectively. During the three and six months ended June 30, 2023 the Company made total principal payments $6 million and $13 million, respectively. In July 2024, the Company paid down $440 million of the Sixth Incremental Term Loans principal balance with proceeds from the Transaction . 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. In July 2024, the Company paid the remaining Secured Senior Notes principal balance of $300 million with proceeds from the Transaction. Revolving Credit Facility In May 2017, the Company entered into a 5-year $250 million revolving credit facility with a multi-bank syndicate with a maturity date of May 1, 2022. During August 2020, the Company extended the maturity date for $226 million of the revolving credit facility to October 31, 2024. In August 2021, the Company replaced and refinanced the revolving credit facilities with a $294 million revolving credit facility with a maturity date of August 31, 2026. In March 2023, the Company amended and upsized the revolving credit facility to $300 million and updated the benchmark reference rate from LIBOR to Term SOFR. No changes were made to the maturity date. At June 30, 2024, approximately $3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the revolving credit facility and there were no borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During the three and six months ended June 30, 2024 and 2023, the Company made immaterial payments related to these fees. Financing Fees, Premiums and Interest Expense The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms. Total interest expense related to the debt instruments for the three months ended June 30, 2024 and 2023 was $54 million and $55 million, respectively, which included a $1 million benefit for both the three months ended June 30, 2024 and 2023. Total interest expense related to the debt instruments for the six months ended June 30, 2024 and 2023 was $109 million and $106 million, respectively, which included a benefit of $1 million for each of the six months ended June 30, 2024 and 2023. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss), and is net of interest rate swap derivative gains recognized. Principal Payments Aggregate remaining contractual principal payments as of June 30, 2024 are as follows (in millions): 2024 $ 12 2025 325 2026 25 2027 25 2028 2,393 Total payments $ 2,780 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders' Equity Preferred Stock Upon the Closing Date 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 June 30, 2024. Class A Common Stock As of June 30, 2024, 541,445,348 shares of Class A Common Stock, including 640,960 of shares of unvested Class A Common Stock, were outstanding. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends that may be declared by the Company’s Board of Directors. Class B Common Stock Upon the Closing Date of the Business Combination, certain equity holders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 14,999,998 Class B instruments (including 312,208 unvested shares of Class B Common Stock related to employee compensation as of June 30, 2024) to the equity holders of the Predecessor. The equity holders 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 equity holders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unit holders”) 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 June 30, 2024, 4,914,939 shares of Class B-1 Common Stock were legally issued and outstanding, including 156,104 unvested shares of Class B-1 Common Stock related to employee compensation. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). To the extent any unvested share of Class B-1 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of June 30, 2024, 2,585,060 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis). Class B-2 As of June 30, 2024, 4,914,939 shares of Class B-2 Common Stock were legally issued and outstanding, including 156,104 unvested shares of Class B-2 Common Stock related to employee compensation. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). To the extent any unvested share of Class B-2 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date. As of June 30, 2024, 2,585,060 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis). Class B-3 Upon the Closing Date of the Business Combination, 10,000,000 shares of Class B-3 Common Stock, par value $0.0001, were authorized. There are no shares of Class B-3 Common Stock issued and outstanding as of June 30, 2024. Class V Common Stock As of June 30, 2024, 554,568 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1-for-1 basis with Class A Units in Alight Holdings held by Continuing Unit holders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock. Class Z Common Stock Upon the Closing Date of the Business Combination, a total of 8,671,507 Class Z instruments were issued to the equity holders of the Predecessor. The equity holders 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 Unit holders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equity holders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equity holders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and will only vest in connection with any such forfeiture. As of June 30, 2024, 578,099 shares of Class Z Common Stock 376,637 Class Z-A, 100,731 Class Z-B-1, and 100,731 Class Z-B-2) were legally issued and outstanding. Holders of shares of Class Z-A, Class Z-B-1 and Class Z-B-2 Common Stock are not entitled to voting rights. The Class Z shares convert into shares of Class A Common Stock, Class B-1 Common Stock or Class B-2 Common Stock, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders. As of June 30, 2024, 317,783 Class Z common units (207,039 Class Z-A, 55,372 Class Z-B-1, and 55,372 Class Z-B-2) were legally issued and outstanding. Holders of Class Z-A, Class Z-B-1 and Class Z-B-2 common units are not entitled to voting rights. The Class Z units convert into units of Alight Holdings Class A common units, Alight Holdings Class B-1 or Alight Holdings Class B-2 common units, as applicable, in connection with the ultimate forfeiture of the shares of unvested Class A, unvested Class B-1, and unvested Class B-2 common stock issued to participating management holders. Class A Units Holders of Alight Holdings Class A units can exchange all or any portion of their Class A units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange. The Continuing Unit holders’ 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 June 30, 2024, there were 541,999,916 Class A Units outstanding, of which 541,445,348 are held by the Company and 554,568 are held by the noncontrolling interest of the Company. The Alight Holdings limited liability company agreement contains provisions which require that a one-to-one ratio is maintained between each class of Alight Holdings units held by Alight and its subsidiaries (including the Alight Group, Inc. and certain tax blocker entities, but excluding subsidiaries of Alight Holdings) and the number of outstanding shares of the corresponding class of Alight common stock, subject to certain exceptions (including in respect of management equity in the form of options, rights or other securities which have not been converted into or exercised for Alight common stock). In addition, the Alight Holdings limited liability company agreement permits Alight, in its capacity as the managing member of Alight Holdings, to take actions to maintain such ratio, including undertaking stock splits, combinations, recapitalization and exercises of the exchange rights of holders of Alight Holdings units. Exchange of Class A Units During the six months ended June 30, 2024, 634,588 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 $269 million, recorded in Additional paid-in capital. Pursuant to the Tax Receivable Agreement (the "TRA") that we entered into in connection with the Business Combination, described in Note 15 "Tax Receivable Agreement," the Class A unit exchanges created additional TRA liabilities of $89 million, with offsets to Additional paid-in-capital. An additional $18 million increase to Additional paid-in-capital was due to exchanges as a result of deferred tax assets due to our change in ownership. Share Repurchase Program On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase up to $100 million of issued and outstanding shares of Class A Common Stock from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. On March 20, 2024, the Company’s Board of Directors authorized the repurchase of up to an additional $200 million of the Company’s Class A common stock, providing a total amount authorized for repurchase of $248 million. During the three and six months ended June 30, 2024, there were 10,134,600 Class A Common Stock shares repurchased under the Program. Repurchased shares are reflected as Treasury Stock on the Condensed Consolidated Balance Sheets as a component of equity. As of June 30, 2024, the total amount authorized for repurchase remaining was $168 million. Accelerated Share Repurchase On June 18, 2024, the Company announced that it entered into an accelerated share repurchase agreement (the "ASR") with Barclays Bank PLC (the "ASR counterparty") to repurchase $75 million of Alight's Class A Common Stock, as part of the Company's existing share repurchase program. On July 16, 2024, the Company made an initial payment of $75 million to the ASR counterparty and received an initial delivery of shares equal in value to 80% of the prepayment amount of $75 million, based on Alight’s closing share price as of the effective date of July 15, 2024. The final number of shares to be repurchased will be based on the volume-weighted average price of Alight's common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR. The final settlement of the transaction under the ASR is expected to occur during the third quarter of 2024. The following table reflects the changes in our outstanding stock: Class A (2) Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 Conversion of noncontrolling interest 27,773,062 — — (27,773,062) — — Shares granted upon vesting 13,890,962 — — — (2,842,116) — Issuance for compensation to non-employees (1) 17,802 — — — — — Share repurchases — — — — — — Share forfeitures — (18,148) (18,148) — — — Balance at March 31, 2024 549,249,504 4,933,087 4,933,087 1,189,156 578,099 6,427,853 Conversion of noncontrolling interest 634,588 — — (634,588) — — Shares granted upon vesting 954,218 — — — — — Issuance for compensation to non-employees (1) 100,678 — — — — — Share repurchases (10,134,600) — — — — 10,134,600 Share forfeitures — (18,148) (18,148) — — — Balance at June 30, 2024 540,804,388 4,914,939 4,914,939 554,568 578,099 16,562,453 _______________________________________________________ (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 640,960 of unvested Class A common shares as of June 30, 2024. Dividends There were no dividends declared during the three and six months ended June 30, 2024. Accumulated Other Comprehensive Income As of June 30, 2024, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision. Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Translation Adjustments (1) Interest Rate Swaps (2) Total Balance at December 31, 2023 $ (3) $ 74 $ 71 Other comprehensive income (loss) before reclassifications (4) 30 26 Tax (expense) benefit 1 (1) — Other comprehensive income (loss) before reclassifications, net of tax (3) 29 26 Amounts reclassified from accumulated other comprehensive income — (22) (22) Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — (22) (22) Net current period other comprehensive income (loss), net of tax (3) 7 4 Balance at March 31, 2024 $ (6) $ 81 $ 75 Other comprehensive income (loss) before reclassifications (3) 8 5 Tax (expense) benefit 1 3 4 Other comprehensive income (loss) before reclassifications, net of tax (2) 11 9 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 (loss), net of tax (2) (8) (10) Balance at June 30, 2024 $ (8) $ 73 $ 65 (1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that have been designated long-term investment nature. (2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 10. Share-Based Compensation The Company has an active equity incentive plan, the Alight, Inc. 2021 Omnibus Incentive Plan (the "Incentive Plan"), under which the Company has been authorized to grant share-based awards to key employees and non-employee directors, which consist of restricted stock units ("RSUs") and performance share units ("PRSUs"). Under this plan, for grants issued during the six months ended June 30, 2024, approximately 43% of the units are subject to time-based vesting requi rements and approximately 57% are subject to performance-based vesting requirements. As of June 30, 2024, there were 79,713,256 remaining shares of common stock authorized for issuance pursuant to the Company’s stock-based compensation plans under its 2021 Omnibus Incentive Plan. Restricted Share Units and Performance Based Restricted Share Units RSUs are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over a three-year period from the date of grant. All awards are expensed on a straight-line basis over a three-year period, which is considered to be the requisite service period. The Company’s PRSUs contain various performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The PRSUs vest upon achievement of various performance metrics aligned to goals established by the Company. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. The weighted-average grant-date fair value per share of RSUs and PRSUs granted during the six months ended June 30, 2024 was approximately $8.94 and $8.81, respectively. The following table summarizes the RSU and PRSU activity during the six months ended June 30, 2024: RSUs Weighted Average Grant Date Fair Value Per Unit PRSUs (1) Weighted Average Grant Date Fair Value Per Unit Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 Granted 4,782,855 8.94 6,465,569 8.81 Vested (2,984,063) 8.98 (19,755,498) 12.28 Forfeited (376,084) 8.92 (639,365) 8.85 Balance as of June 30, 2024 9,597,520 $ 8.84 14,112,381 $ 8.85 _______________________________________________________ (1) The number of PRSUs presented are based on actual or expected achievement of the respective performance goals as of the end of the period. The Company forfeited approximately 3.5 million shares in July 2024 in conjunction with the Transaction as discussed in Note 1 "Basis of Presentation and Nature of Business". Share-based Compensation Expense Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of services, exclusive of depreciation and amortization $ 3 $ 7 $ 8 $ 14 Selling, general and administrative 17 23 40 50 Total share-based compensation expense $ 20 $ 30 $ 48 $ 64 As of June 30, 2024, total future compensation expense related to unvested RSUs was $71 million, which will be recognized over a remaining weighted-average amortization period of approximately 2.07 years. As of June 30, 2024, total future compensation expense related to PRSUs was $76 million, which will be recognized over a remaining weighted-average amortization period of approximately 1.78 years. Employee Stock Purchase Plan In December 2022, the Company began offering its employees an Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, all full-time and certain part-time employees of the Company based in the U.S. and certain other countries are eligible to purchase Class A Common Stock of the Company twice per year at the end of a six-month payment period (a “Payment Period”). During each Payment Period, eligible employees who so elect may authorize payroll deductions in an amount no less than 1% nor greater than 10% of his or her base pay for each payroll period in the Payment Period. At the end of each Payment Period, the accumulated deductions are used to purchase shares of Class A Common Stock from the Company up to a maximum of 1,250 shares for any one employee during a Payment Period. Shares are purchased at a price equal to 85% of the fair market value of the Company’s Class A Common Stock on the last business day of a Payment Period . As of June 30, 2024, there were 12,692,122 remaining shares available for grant and 2,268,910 shares issued under the ESPP. The amount of share-based compensation expense related to the ESPP was approximately $0.3 million and $0.8 million for the three and six months ended June 30, 2024, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per share is calculated by dividing the net income (loss) attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations. Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted (net loss) earnings per share: Numerator Net Income (Loss) From Continuing Operations $ (4) $ (72) $ (125) $ (156) Less: Net loss attributable to noncontrolling interest — 5 2 11 Net Income (loss) from continuing operations attributable to Alight, Inc. $ (4) $ (67) $ (123) $ (145) Net Income (Loss) From Discontinued Operations, Net of Tax 27 — 32 10 Net Income (Loss) Attributable to Alight, Inc. - basic $ 23 $ (67) $ (91) $ (135) Loss impact of conversion of noncontrolling interest — — (1) — Net income (loss) attributable to Alight, Inc. - diluted $ 23 $ (67) $ (92) $ (135) Denominator Weighted-average shares outstanding - basic 546,174,400 490,306,205 543,376,024 483,358,533 Dilutive effect of the exchange of noncontrolling interest units 554,568 — 554,568 — Dilutive effect of RSUs 374,688 — — — Weighted-average shares outstanding - diluted 547,103,656 490,306,205 543,930,592 483,358,533 Basic and Diluted (net loss) earnings per share Continuing operations $ (0.01) $ (0.14) $ (0.23) $ (0.30) Discontinued operations $ 0.05 $ 0.00 $ 0.06 $ 0.02 Net Income (Loss) $ 0.04 $ (0.14) $ (0.17) $ (0.28) F or the three and six months ended June 30, 2023, 44,077,108 units of Alight Holdings Class A units related to noncontrolling interests were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For both the three and six months ended June 30, 2024, 9,222,832 and 9,597,520, respectively, of unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For both the three and six months ended June 30, 2023, 10,109,595 of unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive. For the three and six months ended June 30, 2024 and 2023 14,112,381 unvested PRSUs and 30,228,371 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For both the three and six months ended June 30, 2024 and 2023, these unvested PSU shares reflect current expected achievement levels and were excluded as the performance conditions were not met as of the end of the respective periods. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting As disclosed above in Note 1 “Basis of Presentation and Nature of Business”, on July 12, 2024, the Company closed on its previously announced sale of the Divested Business. As a result of the Transaction, the Company has determined it has one remaining reportable segment, Employer Solutions. See Notes 1 “Basis of Presentation and Nature of Business” and Note 4 “Discontinued Operations and Assets Held for Sale” for additional information. The Company’s reportable segments have been determined using a management approach, which is consistent with the basis and manner in which the Company’s chief operating decision maker (“CODM”) uses financial information for the purposes of allocating resources and evaluating performance. The Company’s Chief Executive Officer is its CODM. The CODM evaluates the performance of the Company based on its total revenue and segment profit. The CODM also uses revenue and segment gross profit to manage and evaluate our business, make planning decisions, and as performance measures for Company-wide bonus plans. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business. The Company does not report assets by reportable segments as this information is not reviewed by the CODM on a regular basis. Information regarding the Company’s reportable segment revenue is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employer Solutions Recurring $ 493 $ 505 $ 1,014 $ 1,038 Project 45 47 83 90 Total Employer Solutions 538 552 1,097 1,128 Other — 9 — 19 Total revenue $ 538 $ 561 $ 1,097 $ 1,147 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employer Solutions $ 167 $ 189 $ 349 $ 376 Other — (2) — (2) Total Gross Profit 167 187 349 374 Selling, general and administrative 146 149 292 300 Depreciation and intangible amortization 73 74 149 150 Operating Income (Loss) From Continuing Operations (52) (36) (92) (76) (Gain) Loss from change in fair value of financial instruments (52) — (31) 25 (Gain) Loss from change in fair value of tax receivable agreement (31) 11 24 19 Interest expense 33 33 64 66 Other (income) expense, net — — 1 1 Income (Loss) From Continuing Operations Before Taxes $ (2) $ (80) $ (150) $ (187) |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company is exposed to market risks, including changes in interest rates. To manage the risk related to these exposures, the Company has entered into various derivative instruments that reduce these risks by creating offsetting exposures. Interest Rate Swaps The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of June 30, 2024 Fixed Rate Expiration Date December 2021 April 2024 $ 871,205,040 $ 868,851,160 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 $ 434,425,580 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 $ 434,425,580 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 Concurrent with the refinancing of certain term loans, we amended our interest rate swaps to incorporate Term SOFR. In accordance with Accounting Standards Codification Topic 848, Reference Rate Reform , we did not redesignate the interest rate hedges when they were amended from LIBOR to SOFR; as we are permitted to maintain the designation through the transition. During the six months ended June 30, 2024, we have not executed any new interest rate swaps. Our interest rate swaps have been designated as cash flow hedges. Certain swap agreements amortize or accrete based on achieving targeted hedge ratios. All interest rate swaps have been designated as cash flow hedges. The Company currently has two instruments that the fair value of the instruments at the time of re-designation are being amortized into interest expense over the remaining life of the instruments. Financial Instrument Presentation The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): June 30, December 31, Assets Other current assets $ 49 $ 60 Other assets 17 17 Total $ 66 $ 77 Liabilities Other current liabilities $ — $ — Other liabilities — 3 Total $ — $ 3 The Company estimates that approximately $49 million of derivative gains included in Accumulated other comprehensive income as of June 30, 2024 will be reclassified into earnings over the next twelve months. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Financial Instruments [Abstract] | |
Financial Instruments | 14. Financial Instruments Seller Earnouts Upon completion of the Business Combination, the equity owners of Alight Holdings received an earnout in the form of non-voting shares of Class B-1 and Class B-2 Common Stock, which automatically convert into Class A Common Stock if, at any time during the seven years following the Closing Date certain criteria are achieved. See Note 9 “Stockholders’ Equity” for additional information regarding the Seller Earnouts. The portion of the Seller Earnouts related to employee compensation is accounted for as share-based compensation. See Note 10 “Share-Based Compensation Expense” for additional information. The portion of the Seller Earnouts, which are not related to employee compensation, are accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because the Seller Earnouts do not meet the criteria for classification within equity. This portion of the Seller Earnouts are subject to remeasurement at each balance sheet date. At June 30, 2024 and December 31, 2023, the Seller Earnouts had a fair value of $66 million and $95 million, respectively. For the three months ended June 30, 2024, the fair value remeasurement of the Seller Earnouts was a gain of $48 million . For the three months ended June 30, 2023, the fair value remeasurement of the Seller Earnouts was not material. For the six months ended June 30, 2024 and 2023 , the fair value remeasurement of the Seller Earnouts was a gain of $29 million and a loss of $13 million, respectively. Gains or losses related to the remeasurement of Seller Earnouts are recorded in (Gain) Loss from change in fair value of financial instruments within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss). The fair value of the Class B-1 and B-2 Seller Earnouts, and the Class Z-B-1 and Z-B-2 contingent consideration instruments, is determined using Monte Carlo simulation and Option Pricing Methods (Level 3 inputs, see Note 16 "Fair Value Measurements"). Significant unobservable inputs are used in the assessment of fair value, including the following assumptions: volatility of 45%, risk-free interest rate of 4.42%, expected holding period of 4.01 years and probability assessments based on the likelihood of reaching the performance targets defined in the Business Combination. An increase in the risk-free interest rate or expected volatility would result in an increase in the fair value measurement of the Seller Earnouts and vice versa. In addition, the Class Z instruments are also accounted for as a contingent consideration liability at fair value within Financial instruments on the Condensed Consolidated Balance Sheets because these instruments do not meet the criteria for classification within equity. The fair value of the Class Z-A contingent consideration is determined using the ending share price as of the last day of each quarter. At June 30, 2024 and December 31, 2023, the Class Z-A contingent consideration had a fair value of $11 million and $13 million, respectively. For the three months ended June 30, 2024, the expense recorded by the Company as a result of the forfeiture of unvested management equity relating to the consideration that will be re-allocated to the holders of Class Z instruments upon vesting was a gain of $4 million. For the three |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Tax Receivable Agreement | 15. Tax Receivable Agreement In connection with the Business Combination, Alight entered into the TRA with certain owners of Alight Holdings prior to the Business Combination. Pursuant to the TRA, the Company will pay certain sellers, as applicable, 85% of 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 June 30, 2024 assumes: (i) a blended U.S. federal, state and local income tax rate of 23.8%; (ii) no material changes in tax law; (iii) the ability to utilize tax attributes based on current tax forecasts; and (iv) future payments under the TRA are made when due under the TRA. The amount of the expected future payments under the TRA has been discounted to its present value using a discount rate of 7.5%. 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 six months ended June 30, 2024, an additional TRA liability of $89 million was established as a result of these exchanges. As of June 30, 2024, $606 million of the TRA liability is measured at fair value on a recurring basis and $240 million is undiscounted and not remeasured at fair value. The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2023 $ 795 Fair value remeasurement 24 Payments (62) Conversion of noncontrolling interest 89 Ending Balance as of June 30, 2024 846 Less: current portion included in other current liabilities (89) Total long-term tax receivable agreement liability $ 757 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 16. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): June 30, 2024 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 66 $ — $ 66 Total assets recorded at fair value $ — $ 66 $ — $ 66 Liabilities Interest rate swaps $ — $ — $ — $ — Contingent consideration liability — — 3 3 Seller Earnouts liability — — 66 66 Tax receivable agreement liability (1) — — 606 606 Total liabilities recorded at fair value $ — $ — $ 675 $ 675 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps — 3 — 3 Contingent consideration liability — — 3 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 _________________________________________________________ (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. Derivatives The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk. Contingent Consideration The contingent consideration liabilities relate to acquisitions in previous years and are included in Other current liabilities on the Condensed Consolidated Balance Sheets. The fair value of these liabilities is determined using a discounted cash flow analysis. Changes in the fair value of the liabilities are included in Other (income) expense, net in the Condensed Consolidated Statements of Comprehensive Income (Loss). Level 3 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 respective acquisition agreements. The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 3 $ 13 $ 3 $ 13 Remeasurement of acquisition-related contingent consideration — — — — Payments — — — — Ending Balance $ 3 $ 13 $ 3 $ 13 Additional Disclosures Regarding Fair Value Measurement The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 329 $ 328 $ 25 $ 25 Long-term debt, net 2,451 2,462 2,769 2,780 Total $ 2,780 $ 2,790 $ 2,794 $ 2,805 The carrying value of the Term Loan, Secured Senior Notes include the outstanding principal balance, less any unamortized premium. The carrying value of the Term Loan approximates fair value as it bears interest at variable rates and we believe our credit risk is consistent with when the debt originated. The outstanding balances under the Senior 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 each of the six months ended June 30, 2024 and 2023, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Transformation Program On February 20, 2023, the Company approved a two-year strategic transformation restructuring program (the “Transformation Program”) intended to accelerate the Company’s back-office infrastructure into the cloud and transform its operating model leveraging technology in order to 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. The Company currently expects to record in the aggregate approximately $135 million in pre-tax restructuring charges over the two-year period. The restructuring charges are expected to include severance charges with an estimated range from $35 million to $45 million over the two-year period and other restructuring charges related to items such as data center exit costs, third party fees, and costs associated with transitioning existing technology and processes with an estimated range of $90 million to $100 million over the two-year period. The Company estimates an annual savings of over $75 million after the Transformation Program is completed. The Transformation Program commenced in the first quarter of 2023 and is expected to be substantially completed over an estimated two-year period. From the inception of the plan through June 30, 2024, the Company has incurred total expenses of $121 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 June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Inception to Date Estimated Remaining Costs Estimated Total Cost Employer Solutions Severance and Related Benefits $ — $ 3 $ 2 $ 3 $ 9 $ 4 $ 13 Other Restructuring Costs (1) 10 15 21 32 83 — 83 Total Employer Solutions $ 10 $ 18 $ 23 $ 35 $ 92 $ 4 $ 96 Corporate Severance and Related Benefits $ 6 $ 7 $ 8 $ 12 $ 25 $ — $ 25 Other Restructuring Costs (1) 2 — 2 1 4 10 14 Total Corporate $ 8 $ 7 $ 10 $ 13 $ 29 $ 10 $ 39 Total Restructuring Costs $ 18 $ 25 $ 33 $ 48 $ 121 $ 14 $ 135 (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 June 30, 2024, approximately $8 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 Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of December 31, 2023 $ 6 $ 1 $ 7 Restructuring charges 10 23 33 Cash payments (9) (23) (32) Accrued restructuring liability as of June 30, 2024 $ 7 $ 1 $ 8 |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits Defined Contribution Savings Plans Certain of the Company’s employees participate in a defined contribution savings plan sponsored by the Company. For the three months ended June 30, 2024 and 2023, expenses were $7 million and $12 million, respectively. For the six months ended June 30, 2024 and 2023, expenses were $16 million and $26 million, respectively. Expenses were recognized in Cost of services, exclusive of depreciation and amortization and Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Legal The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded at June 30, 2024 and December 31, 2023 were not significant. Guarantees and Indemnifications The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements. Purchase Obligations In March 2024, the Company entered into an agreement with a third-party provider in the ordinary course of business for the use of certain cloud services. Under this agreement, the Company is committed to purchase services totaling $250 million over a 5-year term. The Company’s total expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services, including the new agreement, is $35 million, $59 million, $54 million, $54 million, $50 million, and $13 million for the remainder of 2024 and the years ended 2025, 2026, 2027, 2028, and thereafter, respectively. Service Obligations On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. The Company’s expected cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $78 million, $162 million, $170 million, $178 million, $154 million for the remainder of 2024 and the years ended 2025, 2026, 2027, 2028, respectively, and none thereafter. The Company may terminate its arrangement with Wipro for cause or for the Company’s convenience. In the case of a termination for convenience, the Company would be required to pay a termination fee, including certain of Wipro’s unamortized costs, plus 25% of any remaining portion of the minimum level of services the Company agreed to purchase from Wipro over the course of 10 years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events As disclosed above in Note 1 “Basis of Presentation and Nature of Business, on July 12, 2024, the Company closed on its previously announced sale of the Divested Business. In July 2024, the Company utilized a portion of the proceeds from the Transaction to pay down principal of $440 million on the Sixth Incremental Term Loans and the remaining principal balance of $300 million on the Secured Senior Notes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 23 | $ (67) | $ (91) | $ (135) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended June 30, 2024, the officers and directors of the Company set forth in the table below entered into trading plans during an open insider trading window. Name Title Adoption Date Expiration Date (1) Aggregate # of securities to be sold (2) Michael Rogers Chief Human Resources Officer 5/10/2024 8/12/2025 85,000 Jeremy J. Heaton Chief Financial Officer 5/29/2024 5/20/2025 45,000 Martin T. Felli (3) Chief Legal Officer and Corporate Secretary 5/31/2024 8/30/2025 92,520 Greg George Chief Commercial Officer, North America 6/6/2024 6/30/2025 56,000 _________________________ (1) Each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each arrangement also provided or provides for automatic termination in the event of liquidation, dissolution, bankruptcy, insolvency, or death, of the adopting person. (2) The volume and timing of sales is determined, in part, based on pricing triggers outlined in the trading arrangement. (3) The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Felli’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Martin T. Felli [Member] | ||
Trading Arrangements, by Individual | ||
Name | Martin T. Felli (3) | |
Title | Chief Legal Officer and Corporate Secretary | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 5/31/2024 | |
Arrangement Duration | 456 days | |
Aggregate Available | 92,520 | 92,520 |
Michael Rogers [Member] | ||
Trading Arrangements, by Individual | ||
Name | Michael Rogers | |
Title | Chief Human Resources Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 5/10/2024 | |
Arrangement Duration | 459 days | |
Aggregate Available | 85,000 | 85,000 |
Jeremy J. Heaton [Member] | ||
Trading Arrangements, by Individual | ||
Name | Jeremy J. Heaton | |
Title | Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 5/29/2024 | |
Arrangement Duration | 356 days | |
Aggregate Available | 45,000 | 45,000 |
Greg George [Member] | ||
Trading Arrangements, by Individual | ||
Name | Greg George | |
Title | Chief Commercial Officer, North America | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 6/6/2024 | |
Arrangement Duration | 389 days | |
Aggregate Available | 56,000 | 56,000 |
Accounting Policies and Pract_2
Accounting Policies and Practices (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidation | All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be predicted with certainty, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the financial statements in future periods. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the standard to determine the impact of adoption to its condensed consolidated financial statements and disclosures. |
Fair Value Measurement | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities; • Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and • Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. |
Discontinued Operations and A_2
Discontinued Operations and Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale on Condensed Consolidated Balance Sheet and Income (loss) from Discontinued Operations on Condensed Consolidated Statements of Comprehensive Income (loss) | The following tables presents the carrying value of assets and liabilities for the Payroll & Professional Services business as presented within assets and liabilities held for sale on our condensed consolidated balance sheets and results as reported in income (loss) from discontinued operations, net of tax, within our condensed consolidated statements of comprehensive income (loss) (in millions): June 30, December 31, Assets Cash and cash equivalents $ 25 $ 34 Receivables, net 239 263 Other current assets 60 59 Fiduciary assets 1,189 1,167 Goodwill 330 — Intangible assets, net 407 — Fixed assets, net 49 — Deferred tax assets, net 8 — Other assets 154 — Current assets held for sale 2,461 1,523 Goodwill — 331 Intangible assets, net — 418 Fixed assets, net — 40 Deferred tax assets, net — 3 Other assets — 156 Long-term assets held for sale $ — $ 948 Liabilities Accounts payable and accrued liabilities $ 95 $ 119 Other current liabilities 103 84 Fiduciary liabilities 1,189 1,167 Deferred tax liabilities — — Other liabilities 74 — Current liabilities held for sale 1,461 1,370 Deferred tax liabilities — — Other liabilities — 68 Long-term liabilities held for sale $ — $ 68 Three Months Ended Six Months Ended 2024 2023 2024 2023 Revenue $ 249 $ 245 $ 506 $ 490 Cost of services, exclusive of depreciation and amortization 167 172 354 345 Depreciation and amortization — 3 3 5 Gross Profit 82 70 149 140 Operating Expenses Selling, general and administrative 52 44 89 78 Depreciation and intangible amortization — 11 8 20 Total Operating Expenses 52 55 97 98 Income (loss) from Discontinued Operations 30 15 52 42 Interest expense — — — — Other (income) expense, net — 4 2 6 Income (Loss) from Discontinued Operations Before Income Taxes 30 11 50 36 Income tax expense (benefit) 3 11 18 26 Net Income (Loss) from Discontinued Operations, Net of Tax $ 27 $ — $ 32 $ 10 |
Other Financial Data (Tables)
Other Financial Data (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Financial Data [Abstract] | |
Summary of Components of Receivables, Net | The components of Receivables, net are as follows (in millions): June 30, December 31, Billed and unbilled receivables $ 379 $ 442 Allowance for expected credit losses (7) (7) Balance at end of period $ 372 $ 435 |
Summary of Components of Other Current Assets | The components of Other current assets are as follows (in millions): June 30, December 31, Deferred project costs $ 23 $ 20 Prepaid expenses 43 48 Commissions receivable 51 107 Other 93 85 Total $ 210 $ 260 |
Summary of Components of Other Assets | The components of Other assets are as follows (in millions): June 30, December 31, Deferred project costs $ 249 $ 240 Operating lease right of use asset 53 55 Commissions receivable 19 22 Other 23 24 Total $ 344 $ 341 |
Summary of Components of Other Current Liabilities | The components of Other current liabilities are as follows (in millions): June 30, December 31, Deferred revenue $ 83 $ 97 Operating lease liabilities 24 27 Finance lease liabilities 20 10 Other 134 99 Total $ 261 $ 233 |
Summary of Components of Other Liabilities | The components of Other liabilities are as follows (in millions): June 30, December 31, Deferred revenue $ 43 $ 45 Operating lease liabilities 60 65 Finance lease liabilities 39 6 Other 17 26 Total $ 159 $ 142 |
Goodwill and Intangible asset_2
Goodwill and Intangible assets, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Net Carrying Amount of Goodwill | The changes in the net carrying amount of goodwill are as follows (in millions): Total Balance as of December 31, 2023 $ 3,212 Foreign currency translation — Balance at June 30, 2024 $ 3,212 |
Schedule of Intangible Assets by Asset Class | Intangible assets by asset class are as follows (in millions): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Customer-related and contract based intangibles $ 3,192 $ 636 $ 2,556 $ 3,192 $ 529 $ 2,663 Technology related intangibles 230 113 117 230 94 136 Trade name 408 86 322 408 71 337 Total $ 3,830 $ 835 $ 2,995 $ 3,830 $ 694 $ 3,136 |
Schedule of Intangible Asset Net Carrying Amount and Weighted Average Remaining Useful Lives | The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of June 30, 2024 and December 31, 2023 (in millions, except for years): June 30, 2024 December 31, 2023 Net Carrying Amount Weighted-Average Remaining Useful Lives Net Carrying Amount Weighted-Average Remaining Useful Lives Intangible assets: Customer-related and contract-based intangibles $ 2,556 12.0 $ 2,663 12.5 Technology-related intangibles 117 3.0 136 3.5 Trade name 322 11.9 337 12.4 Total $ 2,995 $ 3,136 |
Schedule of Intangible Assets Expected Annual Amortization Expense | Subsequent to June 30, 2024, the annual amortization expense is expected to be as follows (in millions): Customer-Related and Contract Based Intangibles Technology Related Intangibles Trade Name Intangibles Total 2024 (July - December) $ 107 $ 19 $ 14 $ 140 2025 214 39 28 281 2026 214 38 27 279 2027 214 19 27 260 2028 214 2 27 243 Thereafter 1,593 — 199 1,792 Total amortization expense $ 2,556 $ 117 $ 322 $ 2,995 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding consisted of the following (in millions): Maturity Date June 30, December 31, Sixth Incremental Term Loans (1) August 31, 2028 $ 2,476 $ — Fifth Incremental Term Loans (2) August 31, 2028 — 2,488 Secured Senior Notes June 1, 2025 304 306 $300 million Revolving Credit Facility, Amended August 31, 2026 — — Total debt, net 2,780 2,794 Less: current portion of long-term debt, net (329) (25) Total long-term debt, net $ 2,451 $ 2,769 _______________________________________________________ (1) The net balance for the Sixth Incremental Term Loans includes unamortized debt issuance costs at June 30, 2024 of approximately $8 million. (2) The net balance for the Fifth Incremental Term Loans includes unamortized debt issuance costs at December 31, 2023 of approximately $8 million. |
Schedule of Aggregate Remaining Contractual Principal Payments | Aggregate remaining contractual principal payments as of June 30, 2024 are as follows (in millions): 2024 $ 12 2025 325 2026 25 2027 25 2028 2,393 Total payments $ 2,780 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A (2) Class B-1 Class B-2 Class V Class Z Treasury Balance at December 31, 2023 507,567,678 4,951,235 4,951,235 28,962,218 3,420,215 6,427,853 Conversion of noncontrolling interest 27,773,062 — — (27,773,062) — — Shares granted upon vesting 13,890,962 — — — (2,842,116) — Issuance for compensation to non-employees (1) 17,802 — — — — — Share repurchases — — — — — — Share forfeitures — (18,148) (18,148) — — — Balance at March 31, 2024 549,249,504 4,933,087 4,933,087 1,189,156 578,099 6,427,853 Conversion of noncontrolling interest 634,588 — — (634,588) — — Shares granted upon vesting 954,218 — — — — — Issuance for compensation to non-employees (1) 100,678 — — — — — Share repurchases (10,134,600) — — — — 10,134,600 Share forfeitures — (18,148) (18,148) — — — Balance at June 30, 2024 540,804,388 4,914,939 4,914,939 554,568 578,099 16,562,453 _______________________________________________________ (1) Issued to certain members of the Board of Directors in lieu of cash retainer. (2) Does not include 640,960 of unvested Class A common shares as of June 30, 2024. |
Schedule of Changes in Accumulated Other Comprehensive Income, Net by Component | Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions): Foreign Currency Translation Adjustments (1) Interest Rate Swaps (2) Total Balance at December 31, 2023 $ (3) $ 74 $ 71 Other comprehensive income (loss) before reclassifications (4) 30 26 Tax (expense) benefit 1 (1) — Other comprehensive income (loss) before reclassifications, net of tax (3) 29 26 Amounts reclassified from accumulated other comprehensive income — (22) (22) Tax expense — — — Amounts reclassified from accumulated other comprehensive income, net of tax — (22) (22) Net current period other comprehensive income (loss), net of tax (3) 7 4 Balance at March 31, 2024 $ (6) $ 81 $ 75 Other comprehensive income (loss) before reclassifications (3) 8 5 Tax (expense) benefit 1 3 4 Other comprehensive income (loss) before reclassifications, net of tax (2) 11 9 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 (loss), net of tax (2) (8) (10) Balance at June 30, 2024 $ (8) $ 73 $ 65 (1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that have been designated long-term investment nature. (2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Unit Activity | The following table summarizes the RSU and PRSU activity during the six months ended June 30, 2024: RSUs Weighted Average Grant Date Fair Value Per Unit PRSUs (1) Weighted Average Grant Date Fair Value Per Unit Balance as of December 31, 2023 8,174,812 $ 9.78 28,041,674 $ 11.25 Granted 4,782,855 8.94 6,465,569 8.81 Vested (2,984,063) 8.98 (19,755,498) 12.28 Forfeited (376,084) 8.92 (639,365) 8.85 Balance as of June 30, 2024 9,597,520 $ 8.84 14,112,381 $ 8.85 _______________________________________________________ (1) The number of PRSUs presented are based on actual or expected achievement of the respective performance goals as of the end of the period. |
Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs | Total share-based compensation expense related to the RSUs and PRSUs are recorded in the Condensed Consolidated Statements of Comprehensive Income (Loss) as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of services, exclusive of depreciation and amortization $ 3 $ 7 $ 8 $ 14 Selling, general and administrative 17 23 40 50 Total share-based compensation expense $ 20 $ 30 $ 48 $ 64 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted (Net Loss) Earnings Per Share | Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted (net loss) earnings per share: Numerator Net Income (Loss) From Continuing Operations $ (4) $ (72) $ (125) $ (156) Less: Net loss attributable to noncontrolling interest — 5 2 11 Net Income (loss) from continuing operations attributable to Alight, Inc. $ (4) $ (67) $ (123) $ (145) Net Income (Loss) From Discontinued Operations, Net of Tax 27 — 32 10 Net Income (Loss) Attributable to Alight, Inc. - basic $ 23 $ (67) $ (91) $ (135) Loss impact of conversion of noncontrolling interest — — (1) — Net income (loss) attributable to Alight, Inc. - diluted $ 23 $ (67) $ (92) $ (135) Denominator Weighted-average shares outstanding - basic 546,174,400 490,306,205 543,376,024 483,358,533 Dilutive effect of the exchange of noncontrolling interest units 554,568 — 554,568 — Dilutive effect of RSUs 374,688 — — — Weighted-average shares outstanding - diluted 547,103,656 490,306,205 543,930,592 483,358,533 Basic and Diluted (net loss) earnings per share Continuing operations $ (0.01) $ (0.14) $ (0.23) $ (0.30) Discontinued operations $ 0.05 $ 0.00 $ 0.06 $ 0.02 Net Income (Loss) $ 0.04 $ (0.14) $ (0.17) $ (0.28) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Information regarding the Company’s reportable segment revenue is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employer Solutions Recurring $ 493 $ 505 $ 1,014 $ 1,038 Project 45 47 83 90 Total Employer Solutions 538 552 1,097 1,128 Other — 9 — 19 Total revenue $ 538 $ 561 $ 1,097 $ 1,147 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Employer Solutions $ 167 $ 189 $ 349 $ 376 Other — (2) — (2) Total Gross Profit 167 187 349 374 Selling, general and administrative 146 149 292 300 Depreciation and intangible amortization 73 74 149 150 Operating Income (Loss) From Continuing Operations (52) (36) (92) (76) (Gain) Loss from change in fair value of financial instruments (52) — (31) 25 (Gain) Loss from change in fair value of tax receivable agreement (31) 11 24 19 Interest expense 33 33 64 66 Other (income) expense, net — — 1 1 Income (Loss) From Continuing Operations Before Taxes $ (2) $ (80) $ (150) $ (187) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Swap Agreements That Will Fix the Floating Interest Rates Associated With Its Term Loan | The Company has utilized swap agreements that will fix the floating interest rates associated with its Term Loan as shown in the following table: Designation Date Effective Date Initial Notional Amount Notional Amount Outstanding as of June 30, 2024 Fixed Rate Expiration Date December 2021 April 2024 $ 871,205,040 $ 868,851,160 1.6533 % June 2025 December 2021 April 2024 $ 435,602,520 $ 434,425,580 1.6560 % June 2025 December 2021 April 2024 $ 435,602,520 $ 434,425,580 1.6650 % June 2025 March 2022 June 2025 $ 1,197,000,000 n/a 2.5540 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9025 % December 2026 March 2023 March 2023 $ 150,000,000 $ 150,000,000 3.9100 % December 2026 |
Schedule of Fair Values and Location of Outstanding Derivative Instruments Recorded in the Condensed Consolidated Balance Sheets | The fair values and location of outstanding derivative instruments recorded in the Condensed Consolidated Balance Sheets are as follows (in millions): June 30, December 31, Assets Other current assets $ 49 $ 60 Other assets 17 17 Total $ 66 $ 77 Liabilities Other current liabilities $ — $ — Other liabilities — 3 Total $ — $ 3 |
Tax Receivable Agreement (Table
Tax Receivable Agreement (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Summary of Changes of Tax Receivable Liability | The following table summarizes the changes in the TRA liabilities (in millions): Tax Receivable Agreement Liability Beginning balance as of December 31, 2023 $ 795 Fair value remeasurement 24 Payments (62) Conversion of noncontrolling interest 89 Ending Balance as of June 30, 2024 846 Less: current portion included in other current liabilities (89) Total long-term tax receivable agreement liability $ 757 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions): June 30, 2024 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 66 $ — $ 66 Total assets recorded at fair value $ — $ 66 $ — $ 66 Liabilities Interest rate swaps $ — $ — $ — $ — Contingent consideration liability — — 3 3 Seller Earnouts liability — — 66 66 Tax receivable agreement liability (1) — — 606 606 Total liabilities recorded at fair value $ — $ — $ 675 $ 675 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 77 $ — $ 77 Total assets recorded at fair value $ — $ 77 $ — $ 77 Liabilities Interest rate swaps — 3 — 3 Contingent consideration liability — — 3 3 Seller Earnouts liability — — 95 95 Tax receivable agreement liability (1) — — 634 634 Total liabilities recorded at fair value $ — $ 3 $ 732 $ 735 _________________________________________________________ (1) Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis. |
Summary of Changes in Deferred Contingent Consideration Liabilities | The following table summarizes the changes in deferred contingent consideration liabilities (in millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 3 $ 13 $ 3 $ 13 Remeasurement of acquisition-related contingent consideration — — — — Payments — — — — Ending Balance $ 3 $ 13 $ 3 $ 13 |
Schedule of Financial Liabilities Not Measured at Fair Value on Recurring Basis | The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions): June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current portion of long-term debt, net $ 329 $ 328 $ 25 $ 25 Long-term debt, net 2,451 2,462 2,769 2,780 Total $ 2,780 $ 2,790 $ 2,794 $ 2,805 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs | The following table summarizes restructuring costs by type that have been incurred. Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Inception to Date Estimated Remaining Costs Estimated Total Cost Employer Solutions Severance and Related Benefits $ — $ 3 $ 2 $ 3 $ 9 $ 4 $ 13 Other Restructuring Costs (1) 10 15 21 32 83 — 83 Total Employer Solutions $ 10 $ 18 $ 23 $ 35 $ 92 $ 4 $ 96 Corporate Severance and Related Benefits $ 6 $ 7 $ 8 $ 12 $ 25 $ — $ 25 Other Restructuring Costs (1) 2 — 2 1 4 10 14 Total Corporate $ 8 $ 7 $ 10 $ 13 $ 29 $ 10 $ 39 Total Restructuring Costs $ 18 $ 25 $ 33 $ 48 $ 121 $ 14 $ 135 (1) Other restructuring costs associated with the Transformation Program primarily include data center exit costs, third party fees associated with the restructuring, and costs associated with transitioning existing technology and processes. |
Schedule of Accrued Restructuring Liability | As of June 30, 2024, approximately $8 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 Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of December 31, 2023 $ 6 $ 1 $ 7 Restructuring charges 10 23 33 Cash payments (9) (23) (32) Accrued restructuring liability as of June 30, 2024 $ 7 $ 1 $ 8 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Business - Additional Information (Details) - Alight Holdings | Jun. 30, 2024 |
Maximum | |
Basis Of Presentation And Nature Of Business [Line Items] | |
Non-voting ownership percentage held by noncontrolling interest | 1% |
Special Purpose Acquisition Company | Alight | |
Basis Of Presentation And Nature Of Business [Line Items] | |
Percentage of economic interest | 99% |
Business combination, percentage of voting power | 100% |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Disaggregation Of Revenue [Line Items] | |
Period to recognize revenue under subscription | 3 years |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Administration services contract, term | 3 years |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Administration services contract, term | 5 years |
Payroll, Cloud and Leaves Solutions | Customer Relationships | Costs to Obtain | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 7 years |
Payroll, Cloud and Leaves Solutions | Customer Relationships | Costs to Fulfull a Contract | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 7 years |
Other Solutions | Customer Relationships | Costs to Obtain | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 15 years |
Other Solutions | Customer Relationships | Costs to Fulfull a Contract | |
Disaggregation Of Revenue [Line Items] | |
Capitalized costs, amortization period | 15 years |
Discontinued Operations and A_3
Discontinued Operations and Assets Held for Sale - Additional Information (Details) - Discontinued Operations, Disposed of by Sale - Subsequent Events $ in Millions | Jul. 12, 2024 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from divestiture of businesses | $ 1,000 |
Professional Service Segment And Payroll And HCM Outsourcisg Business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration | 1,200 |
Aggregate principal amount, consideration | 50 |
Fair value consideration | 35 |
Aggregate principal amount, contingent consideration | 150 |
Fair value contingent consideration | $ 66 |
Stated interest rate | 8% |
Initial period | 18 months |
Option to extend | 6 months |
Transition services agreement | $ 15 |
Discontinued Operations and A_4
Discontinued Operations and Assets Held for Sale - Summary of Assets and Liabilities Held for Sale on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Current assets held for sale | $ 2,461 | $ 1,523 |
Long-term assets held for sale | 0 | 948 |
Liabilities | ||
Current liabilities held for sale | 1,461 | 1,370 |
Long-term liabilities held for sale | 0 | 68 |
Professional Service Segment And Payroll And HCM Outsourcisg Business | Discontinued Operations, Held-for-Sale | ||
Assets | ||
Cash and cash equivalents | 25 | 34 |
Receivables, net | 239 | 263 |
Other current assets | 60 | 59 |
Fiduciary assets | 1,189 | 1,167 |
Goodwill | 330 | 0 |
Intangible assets, net | 407 | 0 |
Fixed assets, net | 49 | 0 |
Deferred tax assets, net | 8 | 0 |
Other assets | 154 | 0 |
Current assets held for sale | 2,461 | 1,523 |
Goodwill | 0 | 331 |
Intangible assets, net | 0 | 418 |
Fixed assets, net | 0 | 40 |
Deferred tax assets, net | 0 | 3 |
Other assets | 0 | 156 |
Long-term assets held for sale | 0 | 948 |
Liabilities | ||
Accounts payable and accrued liabilities | 95 | 119 |
Other current liabilities | 103 | 84 |
Fiduciary liabilities | 1,189 | 1,167 |
Deferred tax liabilities | 0 | 0 |
Other liabilities | 74 | 0 |
Current liabilities held for sale | 1,461 | 1,370 |
Deferred tax liabilities | 0 | 0 |
Other liabilities | 0 | 68 |
Long-term liabilities held for sale | $ 0 | $ 68 |
Discontinued Operations and A_5
Discontinued Operations and Assets Held for Sale - Summary of Income (loss) from Discontinued Operations on Condensed Consolidated Statements of Comprehensive Income (loss) (Details) - Professional Service Segment And Payroll And HCM Outsourcisg Business - Discontinued Operations, Held-for-Sale - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 249 | $ 245 | $ 506 | $ 490 |
Cost of services, exclusive of depreciation and amortization | 167 | 172 | 354 | 345 |
Depreciation and amortization | 0 | 3 | 3 | 5 |
Gross Profit | 82 | 70 | 149 | 140 |
Operating Expenses | ||||
Selling, general and administrative | 52 | 44 | 89 | 78 |
Depreciation and intangible amortization | 0 | 11 | 8 | 20 |
Total Operating Expenses | 52 | 55 | 97 | 98 |
Income (loss) from Discontinued Operations | 30 | 15 | 52 | 42 |
Interest expense | 0 | 0 | 0 | 0 |
Other (income) expense, net | 0 | 4 | 2 | 6 |
Income (Loss) from Discontinued Operations Before Income Taxes | 30 | 11 | 50 | 36 |
Income tax expense (benefit) | 3 | 11 | 18 | 26 |
Net Income (Loss) from Discontinued Operations, Net of Tax | $ 27 | $ 0 | $ 32 | $ 10 |
Other Financial Data - Summary
Other Financial Data - Summary of Components of Receivables, Net (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Billed and unbilled receivables | $ 379 | $ 442 |
Allowance for expected credit losses | (7) | (7) |
Balance at end of period | $ 372 | $ 435 |
Other Financial Data - Summar_2
Other Financial Data - Summary of Components of Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 23 | $ 20 |
Prepaid expenses | 43 | 48 |
Commissions receivable | 51 | 107 |
Other | 93 | 85 |
Total | $ 210 | $ 260 |
Other Financial Data - Summar_3
Other Financial Data - Summary of Components of Other Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred project costs | $ 249 | $ 240 |
Operating lease right of use asset | 53 | 55 |
Commissions receivable | 19 | 22 |
Other | 23 | 24 |
Total | $ 344 | $ 341 |
Other Financial Data - Addition
Other Financial Data - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Other Financial Data [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 81 | $ 76 | |||
Interest rate swaps | |||||
Other Financial Data [Line Items] | |||||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets | Other current assets | ||
Derivative asset, current | $ 49 | $ 49 | $ 60 | ||
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | Other assets | ||
Derivative asset, noncurrent | $ 17 | $ 17 | $ 17 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | Other liabilities | ||
Derivative liability, current | $ 0 | $ 0 | $ 0 | ||
Derivative liability, noncurrent | 0 | 0 | 3 | ||
Other current liabilities | |||||
Other Financial Data [Line Items] | |||||
Tax receivable agreement liability | 89 | 89 | $ 62 | ||
Cost of Services, Exclusive of Depreciation and Amortization | |||||
Other Financial Data [Line Items] | |||||
Amortization expense | $ 6 | $ 6 | $ 12 | $ 12 |
Other Financial Data - Summar_4
Other Financial Data - Summary of Components of Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 83 | $ 97 |
Operating lease liabilities | 24 | 27 |
Finance lease liabilities | 20 | 10 |
Other | 134 | 99 |
Total | $ 261 | $ 233 |
Other Financial Data - Summar_5
Other Financial Data - Summary of Components of Other Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other Financial Data [Abstract] | ||
Deferred revenue | $ 43 | $ 45 |
Operating lease liabilities | 60 | 65 |
Finance lease liabilities | 39 | 6 |
Other | 17 | 26 |
Total | $ 159 | $ 142 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Net Carrying Amount of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 3,212 |
Foreign currency translation | 0 |
Ending balance | $ 3,212 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets by Asset Class (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Intangible Assets | ||
Total | $ 3,830 | $ 3,830 |
Accumulated Amortization | 835 | 694 |
Net Carrying Amount | 2,995 | |
Total | 2,995 | 3,136 |
Customer-related and contract based intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 3,192 | 3,192 |
Accumulated Amortization | 636 | 529 |
Net Carrying Amount | 2,556 | 2,663 |
Technology related intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 230 | 230 |
Accumulated Amortization | 113 | 94 |
Net Carrying Amount | 117 | 136 |
Trade name | ||
Intangible Assets | ||
Gross Carrying Amount | 408 | 408 |
Accumulated Amortization | 86 | 71 |
Net Carrying Amount | $ 322 | $ 337 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible asset amortization | $ 69 | $ 70 | $ 140 | $ 141 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Intangible Assets | ||
Net Carrying Amount | $ 2,995 | |
Total | 2,995 | $ 3,136 |
Customer-related and contract based intangibles | ||
Intangible Assets | ||
Net Carrying Amount | $ 2,556 | $ 2,663 |
Weighted-average remaining useful lives (in years) | 12 years | 12 years 6 months |
Technology related intangibles | ||
Intangible Assets | ||
Net Carrying Amount | $ 117 | $ 136 |
Weighted-average remaining useful lives (in years) | 3 years | 3 years 6 months |
Trade name | ||
Intangible Assets | ||
Net Carrying Amount | $ 322 | $ 337 |
Weighted-average remaining useful lives (in years) | 11 years 10 months 24 days | 12 years 4 months 24 days |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Expected Annual Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
2024 (July - December) | $ 140 | |
2025 | 281 | |
2026 | 279 | |
2027 | 260 | |
2028 | 243 | |
Thereafter | 1,792 | |
Net Carrying Amount | 2,995 | |
Customer-related and contract based intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (July - December) | 107 | |
2025 | 214 | |
2026 | 214 | |
2027 | 214 | |
2028 | 214 | |
Thereafter | 1,593 | |
Net Carrying Amount | 2,556 | $ 2,663 |
Technology related intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (July - December) | 19 | |
2025 | 39 | |
2026 | 38 | |
2027 | 19 | |
2028 | 2 | |
Thereafter | 0 | |
Net Carrying Amount | 117 | 136 |
Trade Name Intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
2024 (July - December) | 14 | |
2025 | 28 | |
2026 | 27 | |
2027 | 27 | |
2028 | 27 | |
Thereafter | 199 | |
Net Carrying Amount | $ 322 | $ 337 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate | (100.00%) | 10% | 17% | 17% |
Maximum | ||||
Income Tax Examination [Line Items] | ||||
U.S. statutory corporate income tax rate | 21% | 21% | 21% | 21% |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 |
Debt Instrument [Line Items] | |||
Gross debt | $ 2,780 | ||
Total debt, net | 2,780 | $ 2,794 | |
Less: current portion of long-term debt, net | (329) | (25) | |
Total long-term debt, net | 2,451 | 2,769 | |
Sixth Incremental Term Loans | |||
Debt Instrument [Line Items] | |||
Gross debt | 2,476 | 0 | |
Total debt, net | 2,489 | ||
Fifth Incremental Term Loans | |||
Debt Instrument [Line Items] | |||
Gross debt | 0 | 2,488 | |
Total debt, net | $ 2,507 | ||
Secured Senior Notes | |||
Debt Instrument [Line Items] | |||
Gross debt | 304 | 306 | |
$300 million Revolving Credit Facility, Amended | |||
Debt Instrument [Line Items] | |||
Gross debt | $ 0 | $ 0 |
Debt - Schedule of Debt Outst_2
Debt - Schedule of Debt Outstanding Additional Information (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 31, 2021 |
Sixth Incremental Term Loans | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | ||
Fifth Incremental Term Loans | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 8,000,000 | ||
$300 million Revolving Credit Facility, Amended | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 300,000,000 | $ 294,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jul. 02, 2021 | Jul. 31, 2024 | Jun. 30, 2024 | May 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Aug. 31, 2020 | May 31, 2017 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 31, 2021 | May 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 2,780,000,000 | $ 2,780,000,000 | $ 2,780,000,000 | $ 2,794,000,000 | ||||||||||||
Interest expense related to debt instruments | 54,000,000 | $ 55,000,000 | 109,000,000 | $ 106,000,000 | ||||||||||||
Amortization of financing fees and benefits | (1,000,000) | (1,000,000) | ||||||||||||||
Interest Expense | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of financing fees and benefits | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase in revolving credit facility | $ 300,000,000 | |||||||||||||||
Revolving Credit Facility | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 5 years | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 250,000,000 | |||||||||||||||
Amended Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit, maximum borrowing capacity | 300,000,000 | 300,000,000 | 300,000,000 | $ 294,000,000 | ||||||||||||
Unused letters of credit | $ 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||
Revolving credit facility, borrowings | $ 0 | |||||||||||||||
Amended Revolving Credit Facility | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit, maximum borrowing capacity | $ 226,000,000 | |||||||||||||||
Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment of principal | $ 556,000,000 | |||||||||||||||
Term Loan | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 7 years | 7 years | ||||||||||||||
Repayments of principal to refinance debt | 270,000,000 | |||||||||||||||
Term Loan, Amended | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal payment | 6,000,000 | $ 6,000,000 | 13,000,000 | $ 13,000,000 | ||||||||||||
Term Loan, Amended | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 1,986,000,000 | |||||||||||||||
Term Loan, Amended | Minimum | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0.50% | |||||||||||||||
Term Loan, Third Incremental | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 525,000,000 | |||||||||||||||
Fifth Incremental Term Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 2,507,000,000 | |||||||||||||||
Fifth Incremental Term Loans | SOFR | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 2.25% | 2.75% | ||||||||||||||
Sixth Incremental Term Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt balance | $ 2,489,000,000 | $ 2,489,000,000 | $ 2,489,000,000 | |||||||||||||
Sixth Incremental Term Loans | Subsequent Events | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of debt | $ 440,000,000 | |||||||||||||||
Term Loan, B-1 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Increase in term loan | $ 65,000,000 | |||||||||||||||
Term Loan, B-1 | SOFR | Minimum | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 2.75% | |||||||||||||||
Term Loan, B-1 | SOFR | Maximum | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 3% | |||||||||||||||
Secured Senior Notes | Subsequent Events | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayments of debt | $ 300,000,000 | |||||||||||||||
Secured Senior Notes | Alight Holdings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount | $ 300,000,000 | |||||||||||||||
Interest rate | 5.75% |
Debt - Schedule of Aggregate Re
Debt - Schedule of Aggregate Remaining Contractual Principal Payments (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 12 |
2025 | 325 |
2026 | 25 |
2027 | 25 |
2028 | 2,393 |
Total payments | $ 2,780 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 USD ($) Vote $ / shares shares | Mar. 31, 2024 shares | Jun. 30, 2024 USD ($) Vote $ / shares shares | Jul. 16, 2024 USD ($) | Jun. 18, 2024 USD ($) | Mar. 20, 2024 USD ($) | Dec. 31, 2023 $ / shares shares | Aug. 01, 2022 USD ($) | Jul. 02, 2021 shares | |
Class Of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Conversion ratio | 1 | 1 | |||||||
Increase in equity | $ | $ 269 | ||||||||
Additional paid-in-capital deferred tax liabilities | $ | 18 | ||||||||
Common stock repurchase, authorized amount | $ | $ 100 | ||||||||
Remaining authorized amount for future share repurchase program | $ | $ 168 | 168 | $ 248 | ||||||
Accelerated Share Repurchase | Barclays Bank PLC | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock repurchase, authorized amount | $ | $ 75 | ||||||||
Accelerated Share Repurchase | Barclays Bank PLC | Subsequent Events | |||||||||
Class Of Stock [Line Items] | |||||||||
Accelerated share repurchase payments | $ | $ 75 | ||||||||
Percentage of shares equal to the settlement amount | 0.80 | ||||||||
Tax Receivable Agreement Liability | |||||||||
Class Of Stock [Line Items] | |||||||||
Additional TRA liabilities | $ | $ 89 | ||||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 541,445,348 | 541,445,348 | 510,900,000 | ||||||
Common shares, votes per share | Vote | 1 | 1 | |||||||
Common stock, shares issued | 558,000,000 | 558,000,000 | 517,300,000 | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Conversion of noncontrolling interest (in shares) | 634,588 | ||||||||
Remaining authorized amount for future share repurchase program | $ | $ 200 | ||||||||
Number of shares repurchased | 10,134,600 | 10,134,600 | |||||||
Unvested Class A common stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 640,960 | 640,960 | |||||||
Class B Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 9,800,000 | 9,800,000 | 9,900,000 | ||||||
Common stock, shares issued | 9,800,000 | 9,800,000 | 9,900,000 | ||||||
Issuance of common units | 14,999,998 | ||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Unvested Common Class B | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of employee compensation | 312,208 | ||||||||
Class B-1 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 4,914,939 | 4,914,939 | |||||||
Common stock, shares issued | 4,914,939 | 4,914,939 | |||||||
Common stock shares related to employee compensation, unvested | 156,104 | 156,104 | |||||||
Common stock shares conversion ratio | 1 | ||||||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||||||
Common stock shares convertible threshold trading days | 20 days | ||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||||||
Class B-2 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 4,914,939 | 4,914,939 | |||||||
Common stock, shares issued | 4,914,939 | 4,914,939 | |||||||
Common stock shares related to employee compensation, unvested | 156,104 | 156,104 | |||||||
Common stock shares conversion ratio | 1 | ||||||||
Common stock shares convertible stock price trigger | $ / shares | $ 15 | ||||||||
Common stock shares convertible threshold trading days | 20 days | ||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 15 | ||||||||
Class B-3 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 0 | 0 | |||||||
Common stock, shares issued | 0 | 0 | |||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Class V Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 554,568 | 1,189,156 | 554,568 | 28,962,218 | |||||
Common shares, votes per share | Vote | 1 | 1 | |||||||
Common stock, shares issued | 600,000 | 600,000 | 29,000,000 | ||||||
Common stock shares conversion ratio | 1 | ||||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | 175,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares issued | 554,568 | ||||||||
Conversion of noncontrolling interest (in shares) | (634,588) | (27,773,062) | |||||||
Class Z Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 578,099 | 578,099 | 578,099 | 3,420,215 | |||||
Common stock, shares issued | 578,099 | 578,099 | 3,400,000 | 8,671,507 | |||||
Common stock, shares authorized | 12,900,000 | 12,900,000 | 12,900,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class Z-A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 376,637 | 376,637 | |||||||
Common stock, shares issued | 376,637 | 376,637 | |||||||
Class Z-B-1 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 100,731 | 100,731 | |||||||
Common stock, shares issued | 100,731 | 100,731 | |||||||
Class Z-B-2 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 100,731 | 100,731 | |||||||
Common stock, shares issued | 100,731 | 100,731 | |||||||
Class Z Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 317,783 | 317,783 | |||||||
Common stock, shares issued | 317,783 | 317,783 | |||||||
Class Z-A Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 207,039 | 207,039 | |||||||
Common stock, shares issued | 207,039 | 207,039 | |||||||
Class Z-B-1 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 55,372 | 55,372 | |||||||
Common stock, shares issued | 55,372 | 55,372 | |||||||
Class Z-B-2 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 55,372 | 55,372 | |||||||
Common stock, shares issued | 55,372 | 55,372 | |||||||
Class A Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 541,999,916 | 541,999,916 | |||||||
Held by non controlling interest | 554,568 | ||||||||
Alight Holdings | Class B-1 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 2,585,060 | 2,585,060 | |||||||
Common stock, shares issued | 2,585,060 | 2,585,060 | |||||||
Common stock shares conversion ratio | 1 | ||||||||
Common stock shares convertible stock price trigger | $ / shares | $ 12.50 | ||||||||
Common stock shares convertible threshold trading days | 20 days | ||||||||
Common stock shares convertible threshold consecutive trading days | 30 days | ||||||||
Common stock shares convertible stock valuation price on diluted basis | $ / shares | $ 12.50 | ||||||||
Alight Holdings | Class B-2 Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 2,585,060 | 2,585,060 | |||||||
Common stock, shares issued | 2,585,060 | 2,585,060 | |||||||
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 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 6,400,000 | 6,400,000 | |
Ending balance (in shares) | 16,600,000 | 16,600,000 | |
Treasury | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 6,427,853 | 6,427,853 | 6,427,853 |
Share repurchases (in shares) | (10,134,600) | ||
Ending balance (in shares) | 16,562,453 | 6,427,853 | 16,562,453 |
Class A | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 549,249,504 | 507,567,678 | 507,567,678 |
Conversion of noncontrolling interest (in shares) | 634,588 | 27,773,062 | |
Shares granted upon vesting (in shares) | 954,218 | 13,890,962 | |
Issuance for compensation to non-employees (in shares) | 100,678 | 17,802 | |
Share repurchases (in shares) | (10,134,600) | ||
Ending balance (in shares) | 540,804,388 | 549,249,504 | 540,804,388 |
Class B-1 | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 4,933,087 | 4,951,235 | 4,951,235 |
Share forfeitures (in shares) | (18,148) | (18,148) | |
Ending balance (in shares) | 4,914,939 | 4,933,087 | 4,914,939 |
Class B-2 | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 4,933,087 | 4,951,235 | 4,951,235 |
Share forfeitures (in shares) | (18,148) | (18,148) | |
Ending balance (in shares) | 4,914,939 | 4,933,087 | 4,914,939 |
Class V | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 1,189,156 | 28,962,218 | 28,962,218 |
Conversion of noncontrolling interest (in shares) | (634,588) | (27,773,062) | |
Ending balance (in shares) | 554,568 | 1,189,156 | 554,568 |
Class Z | |||
Shares Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 578,099 | 3,420,215 | 3,420,215 |
Shares granted upon vesting (in shares) | 0 | (2,842,116) | |
Ending balance (in shares) | 578,099 | 578,099 | 578,099 |
Unvested Class A common stock | |||
Shares Outstanding [Roll Forward] | |||
Ending balance (in shares) | 640,960 | 640,960 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Outstanding Stock Additional Information (Details) | Jun. 30, 2024 shares |
Unvested Class A common stock | |
Class Of Stock [Line Items] | |
Common stock, shares outstanding | 640,960 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income, Net by Component (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 4,528 | $ 4,742 | $ 4,967 | $ 5,089 | $ 4,742 | $ 5,089 |
Total Other comprehensive income (loss), net of tax: | (10) | 0 | 20 | (20) | (9) | 0 |
Ending balance | 4,477 | 4,528 | 4,954 | 4,967 | 4,477 | 4,954 |
Foreign Currency Translation Adjustments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (6) | (3) | (3) | |||
Other comprehensive income (loss) before reclassifications | (3) | (4) | ||||
Tax (expense) benefit | 1 | 1 | ||||
Other comprehensive income (loss) before reclassifications, net of tax | (2) | (3) | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Tax expense | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | 0 | ||||
Total Other comprehensive income (loss), net of tax: | (2) | (3) | ||||
Ending balance | (8) | (6) | (8) | |||
Interest Rate Swaps | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 81 | 74 | 74 | |||
Other comprehensive income (loss) before reclassifications | 8 | 30 | ||||
Tax (expense) benefit | 3 | (1) | ||||
Other comprehensive income (loss) before reclassifications, net of tax | 11 | 29 | ||||
Amounts reclassified from accumulated other comprehensive income | (19) | (22) | ||||
Tax expense | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | (19) | (22) | ||||
Total Other comprehensive income (loss), net of tax: | (8) | 7 | ||||
Ending balance | 73 | 81 | 73 | |||
Accumulated Other Comprehensive Income | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 75 | 71 | 81 | 95 | 71 | 95 |
Other comprehensive income (loss) before reclassifications | 5 | 26 | ||||
Tax (expense) benefit | 4 | 0 | ||||
Other comprehensive income (loss) before reclassifications, net of tax | 9 | 26 | ||||
Amounts reclassified from accumulated other comprehensive income | (19) | (22) | ||||
Tax expense | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | (19) | (22) | ||||
Total Other comprehensive income (loss), net of tax: | (10) | 4 | 19 | (14) | ||
Ending balance | $ 65 | $ 75 | $ 100 | $ 81 | $ 65 | $ 100 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income, Net by Component Additional Information (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Intercompany foreign currency translation adjustments | $ 1 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2024 | Dec. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Performance-based RSUs | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average grant-date fair value per share (in dollars per share) | $ 8.81 | |||||
Forfeited (in shares) | 639,365 | |||||
Total future compensation expense | $ 76 | $ 76 | ||||
Remaining weighted-average amortization period | 1 year 9 months 10 days | |||||
RSUs and PRSUs | ||||||
Class Of Stock [Line Items] | ||||||
Vesting period | 3 years | |||||
Share-based compensation | 20 | $ 30 | $ 48 | $ 64 | ||
RSUs and PRSUs | Subsequent Events | ||||||
Class Of Stock [Line Items] | ||||||
Forfeited (in shares) | 3,500,000 | |||||
RSUs | ||||||
Class Of Stock [Line Items] | ||||||
Weighted-average grant-date fair value per share (in dollars per share) | $ 8.94 | |||||
Forfeited (in shares) | 376,084 | |||||
Total future compensation expense | $ 71 | $ 71 | ||||
Remaining weighted-average amortization period | 2 years 25 days | |||||
2021 Omnibus Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Remaining shares of common stock authorized | 79,713,256 | 79,713,256 | ||||
2021 Omnibus Incentive Plan | Time Based Restricted Stock Units | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of units granted subject to vesting requirements | 43% | 43% | ||||
2021 Omnibus Incentive Plan | Performance-based RSUs | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of units granted subject to vesting requirements | 57% | 57% | ||||
Employee Stock Purchase Plan | Employee Stock | ||||||
Class Of Stock [Line Items] | ||||||
Remaining shares available for grant | 12,692,122 | 12,692,122 | ||||
Number of shares issued | 2,268,910 | |||||
Share-based compensation | $ 0.3 | $ 0.8 | ||||
Employee Stock Purchase Plan | Employee Stock | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Stock plan payment period | 6 months | |||||
Maximum number of shares, an employee can purchase | 1,250 | |||||
Purchase price of common stock, percent of fair market value | 85% | |||||
Employee Stock Purchase Plan | Employee Stock | Minimum | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of payroll deductions | 1% | |||||
Employee Stock Purchase Plan | Employee Stock | Maximum | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of payroll deductions | 10% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Unit Activity related to RSUs (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 8,174,812 |
Granted (in shares) | shares | 4,782,855 |
Vested (in shares) | shares | (2,984,063) |
Forfeited (in shares) | shares | (376,084) |
Ending balance (in shares) | shares | 9,597,520 |
Weighted Average Grant Date Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 9.78 |
Granted (in dollars per share) | $ / shares | 8.94 |
Vested (in dollars per share) | $ / shares | 8.98 |
Forfeited (in dollars per share) | $ / shares | 8.92 |
Ending balance (in dollars per share) | $ / shares | $ 8.84 |
Performance-based RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 28,041,674 |
Granted (in shares) | shares | 6,465,569 |
Vested (in shares) | shares | (19,755,498) |
Forfeited (in shares) | shares | (639,365) |
Ending balance (in shares) | shares | 14,112,381 |
Weighted Average Grant Date Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 11.25 |
Granted (in dollars per share) | $ / shares | 8.81 |
Vested (in dollars per share) | $ / shares | 12.28 |
Forfeited (in dollars per share) | $ / shares | 8.85 |
Ending balance (in dollars per share) | $ / shares | $ 8.85 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Costs Related to RSUs and PRSUs (Details) - RSUs and PRSUs - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 20 | $ 30 | $ 48 | $ 64 |
Cost of services, exclusive of depreciation and amortization | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | 3 | 7 | 8 | 14 |
Selling, general and administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Share-based compensation expense | $ 17 | $ 23 | $ 40 | $ 50 |
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 | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator | ||||
Net Income (Loss) From Continuing Operations | $ (4) | $ (72) | $ (125) | $ (156) |
Less: Net loss attributable to noncontrolling interest | 0 | 5 | 2 | 11 |
Net Income (loss) from continuing operations attributable to Alight, Inc. | (4) | (67) | (123) | (145) |
Net Income (Loss) From Discontinued Operations, Net of Tax | 27 | 0 | 32 | 10 |
Net Income (Loss) Attributable to Alight, Inc. | 23 | (67) | (91) | (135) |
Loss impact of conversion of noncontrolling interest | 0 | 0 | (1) | 0 |
Net income (loss) attributable to Alight, Inc. - diluted | $ 23 | $ (67) | $ (92) | $ (135) |
Denominator | ||||
Weighted-average shares outstanding - basic (in shares) | 546,174,400 | 490,306,205 | 543,376,024 | 483,358,533 |
Dilutive effect of the exchange of noncontrolling interest units (in shares) | 554,568 | 0 | 554,568 | 0 |
Dilutive effect of RSUs (in shares) | 374,688 | 0 | 0 | 0 |
Weighted-average shares outstanding - diluted (in shares) | 547,103,656 | 490,306,205 | 543,930,592 | 483,358,533 |
Basic and Diluted (net loss) earnings per share | ||||
Continuing operations, basic (in dollars per share) | $ (0.01) | $ (0.14) | $ (0.23) | $ (0.30) |
Continuing operations, diluted (in dollars per share) | (0.01) | (0.14) | (0.23) | (0.30) |
Discontinued operations, basic (in dollars per share) | 0.05 | 0 | 0.06 | 0.02 |
Discontinued operations, diluted (in dollars per share) | 0.05 | 0 | 0.06 | 0.02 |
Net income (loss), basic (in dollars per share) | 0.04 | (0.14) | (0.17) | (0.28) |
Net income (loss), diluted (in dollars per share) | $ 0.04 | $ (0.14) | $ (0.17) | $ (0.28) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 9,222,832 | 10,109,595 | 9,597,520 | 10,109,595 |
Performance-based RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 14,112,381 | 30,228,371 | 14,112,381 | 30,228,371 |
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 | |||
Noncontrolling Interest | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 44,077,108 | 44,077,108 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Current Reportable and Recast of Segments by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 538 | $ 561 | $ 1,097 | $ 1,147 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 9 | 0 | 19 |
Operating Segments | Employer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 538 | 552 | 1,097 | 1,128 |
Operating Segments | Employer Solutions | Recurring | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 493 | 505 | 1,014 | 1,038 |
Operating Segments | Employer Solutions | Project | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 45 | $ 47 | $ 83 | $ 90 |
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 | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Selling, general and administrative | $ 146 | $ 149 | $ 292 | $ 300 |
Depreciation and intangible amortization | 73 | 74 | 149 | 150 |
Operating Income (Loss) From Continuing Operations | (52) | (36) | (92) | (76) |
(Gain) Loss from change in fair value of financial instruments | (52) | 0 | (31) | 25 |
(Gain) Loss from change in fair value of tax receivable agreement | (31) | 11 | 24 | 19 |
Interest expense | 33 | 33 | 64 | 66 |
Other (income) expense, net | 0 | 0 | 1 | 1 |
Income (Loss) From Continuing Operations Before Taxes | (2) | (80) | (150) | (187) |
Alight Holdings | ||||
Segment Reporting Information [Line Items] | ||||
Total Gross Profit | 167 | 187 | 349 | 374 |
Selling, general and administrative | 146 | 149 | 292 | 300 |
Depreciation and intangible amortization | 73 | 74 | 149 | 150 |
Operating Income (Loss) From Continuing Operations | (52) | (36) | (92) | (76) |
(Gain) Loss from change in fair value of financial instruments | (52) | 0 | (31) | 25 |
(Gain) Loss from change in fair value of tax receivable agreement | (31) | 11 | 24 | 19 |
Interest expense | 33 | 33 | 64 | 66 |
Other (income) expense, net | 0 | 0 | 1 | 1 |
Income (Loss) From Continuing Operations Before Taxes | (2) | (80) | (150) | (187) |
Employer Solutions | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Gross Profit | 167 | 189 | 349 | 376 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Gross Profit | $ 0 | $ (2) | $ 0 | $ (2) |
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 | Jun. 30, 2024 USD ($) |
December 2021 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 871,205,040 |
Notional Amount Outstanding as of June 30, 2024 | $ 868,851,160 |
Fixed Rate | 1.6533% |
December 2021 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 435,602,520 |
Notional Amount Outstanding as of June 30, 2024 | $ 434,425,580 |
Fixed Rate | 1.656% |
December 2021 Term Loan Three | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 435,602,520 |
Notional Amount Outstanding as of June 30, 2024 | $ 434,425,580 |
Fixed Rate | 1.665% |
March 2022 Term Loan | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 1,197,000,000 |
Fixed Rate | 2.554% |
March 2023 Term Loan One | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of June 30, 2024 | $ 150,000,000 |
Fixed Rate | 3.9025% |
March 2023 Term Loan Two | |
Derivatives Fair Value [Line Items] | |
Initial Notional Amount | $ 150,000,000 |
Notional Amount Outstanding as of June 30, 2024 | $ 150,000,000 |
Fixed Rate | 3.91% |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Derivatives Fair Value [Line Items] | ||
Total assets | $ 66 | $ 77 |
Total liabilities | 0 | 3 |
Other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total assets | 49 | 60 |
Other assets | ||
Derivatives Fair Value [Line Items] | ||
Total assets | 17 | 17 |
Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liabilities | 0 | 0 |
Other liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liabilities | $ 0 | $ 3 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative gains | $ 49 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Period to receive earnout shares | 7 years | ||||
Fair value of seller earnouts | $ 66 | $ 95 | |||
(Gain) loss from change in fair value of seller earnouts | $ (48) | $ 0 | (29) | $ 13 | |
Class Z-A Common Stock | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Equity, contingent consideration at fair value | 11 | 11 | $ 13 | ||
Class Z Common Stock | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
(Gain) loss from change in fair value of seller earnouts | $ (4) | $ 0 | $ (2) | $ 12 | |
Seller Earnouts liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Business combination, contingent consideration, liability expected holding period | 4 years 3 days | ||||
Seller Earnouts liability | Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 0.45 | 0.45 | |||
Seller Earnouts liability | Risk-free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Measurement Input | 0.0442 | 0.0442 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Tax Receivable Agreement Liability | ||
Financing Receivable, Past Due [Line Items] | ||
Federal, state and local income tax rate | 23.80% | |
Additional TRA liabilities | $ 89 | |
TRA liability balance measured at fair value on a recurring basis | $ 846 | $ 795 |
Tax Receivable Agreement Liability | Discount Rate | ||
Financing Receivable, Past Due [Line Items] | ||
Measurement Input | 0.075 | |
Tax Receivable Agreement Liability Discounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 606 | |
Tax Receivable Agreement Liability Undiscounted | ||
Financing Receivable, Past Due [Line Items] | ||
TRA liability balance measured at fair value on a recurring basis | $ 240 |
Tax Receivable Agreement - Summ
Tax Receivable Agreement - Summary of Changes to TRA Liability (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total long-term tax receivable agreement liability | $ 757 | $ 733 |
Tax Receivable Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 795 | |
Fair value remeasurement | 24 | |
Payments | (62) | |
Conversion of noncontrolling interest | 89 | |
Ending balance | 846 | |
Less: current portion included in other current liabilities | (89) | |
Total long-term tax receivable agreement liability | $ 757 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||||||
Contingent consideration liability | $ 3 | $ 3 | $ 3 | $ 13 | $ 13 | $ 13 |
Measured at Fair Value on Recurring Basis | ||||||
Assets | ||||||
Interest rate swaps | 66 | 77 | ||||
Total assets recorded at fair value | 66 | 77 | ||||
Liabilities | ||||||
Interest rate swaps | 0 | 3 | ||||
Contingent consideration liability | 3 | 3 | ||||
Seller Earnouts liability | 66 | 95 | ||||
Tax receivable agreement liability | 606 | 634 | ||||
Total liabilities recorded at fair value | 675 | 735 | ||||
Measured at Fair Value on Recurring Basis | Level 1 | ||||||
Assets | ||||||
Interest rate swaps | 0 | 0 | ||||
Total assets recorded at fair value | 0 | 0 | ||||
Liabilities | ||||||
Interest rate swaps | 0 | 0 | ||||
Contingent consideration liability | 0 | 0 | ||||
Seller Earnouts liability | 0 | 0 | ||||
Tax receivable agreement liability | 0 | 0 | ||||
Total liabilities recorded at fair value | 0 | 0 | ||||
Measured at Fair Value on Recurring Basis | Level 2 | ||||||
Assets | ||||||
Interest rate swaps | 66 | 77 | ||||
Total assets recorded at fair value | 66 | 77 | ||||
Liabilities | ||||||
Interest rate swaps | 0 | 3 | ||||
Contingent consideration liability | 0 | 0 | ||||
Seller Earnouts liability | 0 | 0 | ||||
Tax receivable agreement liability | 0 | 0 | ||||
Total liabilities recorded at fair value | 0 | 3 | ||||
Measured at Fair Value on Recurring Basis | Level 3 | ||||||
Assets | ||||||
Interest rate swaps | 0 | 0 | ||||
Total assets recorded at fair value | 0 | 0 | ||||
Liabilities | ||||||
Interest rate swaps | 0 | 0 | ||||
Contingent consideration liability | 3 | 3 | ||||
Seller Earnouts liability | 66 | 95 | ||||
Tax receivable agreement liability | 606 | 634 | ||||
Total liabilities recorded at fair value | $ 675 | $ 732 |
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 | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 3 | $ 13 | $ 3 | $ 13 |
Remeasurement of acquisition-related contingent consideration | 0 | 0 | 0 | 0 |
Payments | 0 | 0 | 0 | 0 |
Ending Balance | $ 3 | $ 13 | $ 3 | $ 13 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value of Debt Classified as Level 2 Within Fair value Hierarchy (Details) (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | $ 329 | $ 25 |
Long-term debt, net | 2,451 | 2,769 |
Debt balance | 2,780 | 2,794 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 329 | 25 |
Long-term debt, net | 2,451 | 2,769 |
Debt balance | 2,780 | 2,794 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt, net | 328 | 25 |
Long-term debt, net | 2,462 | 2,780 |
Debt balance | $ 2,790 | $ 2,805 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | Feb. 20, 2023 | Jun. 30, 2024 |
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | $ 135 | |
Total expenses | 121 | |
Accounts Payable and Accrued Liabilites | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued restructuring liability | 8 | |
Two-Year Strategic Transformation Restructuring Program | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | $ 135 | |
Restructuring activities estimated completion period | 2 years | |
Restructuring activities estimated annual savings | $ 75 | |
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 35 | |
Two-Year Strategic Transformation Restructuring Program | Severance Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 45 | |
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Minimum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | 90 | |
Two-Year Strategic Transformation Restructuring Program | Other Restructuring Charges | Maximum | ||
Restructuring Cost And Reserve [Line Items] | ||
Estimated restructuring and related cost | $ 100 | |
The Plan | ||
Restructuring Cost And Reserve [Line Items] | ||
Total expenses | $ 121 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | $ 18 | $ 25 | $ 33 | $ 48 |
Inception to Date | 121 | 121 | ||
Estimated Remaining Costs | 14 | 14 | ||
Estimated Total Cost | 135 | 135 | ||
Employer Solutions | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 10 | 18 | 23 | 35 |
Inception to Date | 92 | 92 | ||
Estimated Remaining Costs | 4 | 4 | ||
Estimated Total Cost | 96 | 96 | ||
Employer Solutions | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 0 | 3 | 2 | 3 |
Inception to Date | 9 | 9 | ||
Estimated Remaining Costs | 4 | 4 | ||
Estimated Total Cost | 13 | 13 | ||
Employer Solutions | Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 10 | 15 | 21 | 32 |
Inception to Date | 83 | 83 | ||
Estimated Remaining Costs | 0 | 0 | ||
Estimated Total Cost | 83 | 83 | ||
Corporate | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 8 | 7 | 10 | 13 |
Inception to Date | 29 | 29 | ||
Estimated Remaining Costs | 10 | 10 | ||
Estimated Total Cost | 39 | 39 | ||
Corporate | Severance and Related Benefits | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 6 | 7 | 8 | 12 |
Inception to Date | 25 | 25 | ||
Estimated Remaining Costs | 0 | 0 | ||
Estimated Total Cost | 25 | 25 | ||
Corporate | Other Restructuring Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring Costs | 2 | $ 0 | 2 | $ 1 |
Inception to Date | 4 | 4 | ||
Estimated Remaining Costs | 10 | 10 | ||
Estimated Total Cost | $ 14 | $ 14 |
Restructuring - Schedule of Acc
Restructuring - Schedule of Accrued Restructuring Liability (Details) - Transformation Program $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Accrued restructuring liability, beginning balance | $ 7 |
Restructuring charges | 33 |
Cash payments | (32) |
Accrued restructuring liability, ending balance | 8 |
Severance and Related Benefits | |
Restructuring Reserve [Roll Forward] | |
Accrued restructuring liability, beginning balance | 6 |
Restructuring charges | 10 |
Cash payments | (9) |
Accrued restructuring liability, ending balance | 7 |
Other Restructuring Costs | |
Restructuring Reserve [Roll Forward] | |
Accrued restructuring liability, beginning balance | 1 |
Restructuring charges | 23 |
Cash payments | (23) |
Accrued restructuring liability, ending balance | $ 1 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Retirement Benefits [Abstract] | ||||
Defined contribution savings plan expenses | $ 7 | $ 12 | $ 16 | $ 26 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Jun. 30, 2024 | |
Purchase Obligations | ||
Commitment And Contingencies [Line Items] | ||
Purchase commitment | $ 250 | |
Purchase commitment term | 5 years | |
Purchase obligation, remainder of 2024 | 35 | |
Purchase obligation, 2025 | 59 | |
Purchase obligation, 2026 | 54 | |
Purchase obligation, 2027 | 54 | |
Purchase obligation, 2028 | 50 | |
Purchase obligation, thereafter | 13 | |
Service Obligations | ||
Commitment And Contingencies [Line Items] | ||
Service obligation, remainder of 2024 | 78 | |
Service obligation, 2025 | 162 | |
Service obligation, 2026 | 170 | |
Service obligation, 2027 | 178 | |
Service obligation, 2028 | 154 | |
Service obligation, thereafter | $ 0 | |
Service obligation agreement termination fees percentage | 25% | |
Service obligation maturity period | 10 years |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended | |||
Jul. 31, 2024 USD ($) | Jul. 16, 2024 USD ($) | Jun. 18, 2024 USD ($) | Aug. 01, 2022 USD ($) | |
Subsequent Event [Line Items] | ||||
Common stock repurchase, authorized amount | $ 100 | |||
Barclays Bank PLC | Accelerated Share Repurchase | ||||
Subsequent Event [Line Items] | ||||
Common stock repurchase, authorized amount | $ 75 | |||
Subsequent Events | Barclays Bank PLC | Accelerated Share Repurchase | ||||
Subsequent Event [Line Items] | ||||
Accelerated share repurchase payments | $ 75 | |||
Percentage of shares equal to the settlement amount | 0.80 | |||
Sixth Incremental Term Loans | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | $ 440 | |||
Secured Senior Notes | Subsequent Events | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | $ 300 |