Earnings Per Share

3 Months Ended

Mar. 31, 2024

11. Earnings Per Share

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

In conjunction with the Business Combination, the Company issued Seller Earnouts contingent consideration, which is payable in the Company’s Common Stock when the related market conditions are achieved. As the related conditions to pay the consideration had not been satisfied as of March 31, 2024, the Seller Earnouts were excluded from the diluted earnings per share calculations.

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


	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2024			2023
Basic and diluted (net loss) earnings per share:
Numerator
Net Income (Loss) From Continuing Operations	$	(121	)	$	(84	)
Less: Net loss attributable to noncontrolling interest		2			6
Net Income (loss) from continuing operations attributable to Alight, Inc.	$	(119	)	$	(78	)
Net Income (Loss) From Discontinued Operations, Net of Tax		5			10
Net Income (Loss) Attributable to Alight, Inc. - basic	$	(114	)	$	(68	)
Loss impact of conversion of noncontrolling interest		(1	)		—
Net income (loss) attributable to Alight, Inc. - diluted	$	(115	)	$	(68	)
Denominator
Weighted-average shares outstanding - basic		540,780,315			476,145,761
Dilutive effect of the exchange of noncontrolling interest units		1,189,156			—
Weighted-average shares outstanding - diluted		541,969,471			476,145,761
Basic (net loss) earnings per share
Continuing operations	$	(0.22	)	$	(0.16	)
Discontinued operations	$	0.01		$	0.02
Net Income (Loss)	$	(0.21	)	$	(0.14	)
Diluted (net loss) earnings per share
Continuing operations	$	(0.22	)	$	(0.16	)
Discontinued operations	$	0.01		$	0.02
Net Income (Loss)	$	(0.21	)	$	(0.14	)

For the three months ended March 31, 2023 44,135,874 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 March 31, 2024 and 2023, 10,158,541 and 10,412,840 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 each of the three months ended March 31, 2024 and 2023, 14,999,998 shares related to the Seller Earnouts were excluded from the calculation of basic and diluted earnings per share as the market conditions had not yet been met as of the end of the period.

For the three months ended March 31, 2024 and 2023, 14,421,308 and 31,079,227 unvested PRSUs, respectively, were excluded from the calculation of basic and diluted earnings per share. For the three months ended March 31, 2024 and 2023, 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.