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

In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of June 30, 2023, the Seller Earnouts were excluded from the diluted earnings per share calculations.

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


	Three Months Ended June 30						Six Months Ended June 30
	2023				2022		2023			2022
Basic and diluted (net loss) earnings per share:
Numerator
Net (loss) income attributable to Alight, Inc. - basic	$	(67	)	$		51	$	(135	)	$	40
Loss impact of conversion of noncontrolling interest		—				1		—			(1	)
Net (loss) income attributable to Alight, Inc. - diluted	$	(67	)	$		52	$	(135	)	$	39
Denominator
Weighted-average shares outstanding - basic		490,306,205				457,851,348		483,358,533			457,347,581
Dilutive effect of the exchange of noncontrolling interest units		—				75,886,716		—			75,886,716
Dilutive effect of RSUs		—				—		—			836,356
Weighted-average shares outstanding - diluted		490,306,205				533,738,064		483,358,533			534,070,653
Basic (net loss) earnings per share	$	(0.14	)	$		0.11	$	(0.28	)	$	0.09
Diluted (net loss) earnings per share	$	(0.14	)	$		0.10	$	(0.28	)	$	0.07

For the three months ended June 30, 2023, 44,077,108 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 the three months ended June 30, 2023 and 2022, 10,109,595 and 10,791,134, respectively, of unvested RSUs were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive.

For the six months ended June 30, 2023, 44,077,108 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 the six months ended June 30, 2023 and 2022, 10,109,595 and 9,954,778 of unvested RSUs, respectively, were not included in the computation of diluted shares outstanding as their impact would have been anti-dilutive.

In addition, for the three and six months ended June 30, 2023 and 2022, 14,999,998 shares, respectively, related to the Seller Earnouts were excluded from the calculation of basic and diluted earnings per share.

For the three months ended June 30, 2023 and 2022, 30,228,371 and 34,577,418 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the six months ended June 30, 2023 and 2022, 30,228,371 and 34,577,418 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the three and six months ended June 30, 2023 and 2022, the share amounts were calculated based on expected achievement levels and were excluded as the performance conditions were not met as of the end of the respective periods.