Earnings Per Share

9 Months Ended

Sep. 30, 2022

11. Earnings Per Share

Basic earnings per share is calculated by dividing the net income attributable to Alight, Inc. by the weighted average number of shares of Class A Common Stock issued and outstanding for the Successor periods. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that would then share in the net income of Alight, Inc. The Company’s Class V Common Stock and Class Z Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities and have not been included in either the basic or diluted earnings per share calculations.

In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of September 30, 2022, the Seller Earnouts were excluded from the diluted earnings per share calculations.

Basic and diluted (net loss) earnings per share are as follows (in millions, except for share and per share amounts):


	Three Months Ended			Nine Months Ended			Three Months Ended
	September 30,			September 30,			September 30,
	2022			2022			2021
Basic and diluted (net loss) earnings per share:
Numerator
Net (loss) income attributable to Alight, Inc. - basic	$	(37	)	$	3		$	(107	)
Loss impact of conversion of noncontrolling interest		—			(1	)		—
Net (loss) income attributable to Alight, Inc. - diluted	$	(37	)	$	2			(107	)
Denominator
Weighted-average shares outstanding - basic		457,904,703			457,535,329			438,968,920
Dilutive effect of the exchange of noncontrolling interest units		—			75,800,317			—
Dilutive effect of RSUs		—			770,953			—
Weighted-average shares outstanding - diluted		457,904,703			534,106,599			438,968,920
Basic (net loss) earnings per share	$	(0.08	)	$	0.01		$	(0.24	)
Diluted (net loss) earnings per share	$	(0.08	)	$	0.00		$	(0.24	)

For the Successor three and nine months ended September 30, 2022 and the three months ended September 30, 2021, 10,289,937, 9,518,984 and 9,988,297, respectively, unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive.

For the Successor three months ended September 30, 2022 and the three months ended September 30, 2021, 75,800,317 and 77,459,687, respectively, 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.

In addition, 14,999,998 shares related to the Seller Earnouts and 33,148,917 unvested PRSUs, based on maximum achievement levels, were excluded from the calculation of basic and diluted earnings per share as the market and performance conditions had not yet been met as of the end of the period.