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Alight, Inc. / Delaware

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

ALIT$12.86+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001628280-25-037820

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001628280-25-049916

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 150 previous paragraphs and 150 current paragraphs.

98 unchanged; 47 reworded; 5 added; 4 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Interest expense increased$5 million for the three months ended September 30, 2025, as compared to the prior year period. The increase was primarily due to lower interest income in the current year and a non-cash gain on extinguishment from the partial debt paydown in 2024.

Current report

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. For the three months ended September 30, 2025, the primary impact of the OBBBA was a deferred tax benefit of approximately $12 million which is included in Income tax expense (benefit) within the Condensed Consolidated Statement of Comprehensive Income (Loss) due to the realizability of the Company’s deferred tax assets. The Company will continue to monitor any developments and guidance related to the OBBBA.

Current report

During the nine months ended September 30, 2025, the Company identified interim indicators of impairment and recorded a total of $2,321 million non-cash goodwill impairment charges for the period. There was no impairment recognized for the nine months ended September 30, 2024. See Note 6 "Goodwill and Intangible assets, net" within the Condensed Consolidated Financial Statements for additional information.

Current report

In July 2025, the OBBBA was enacted into law in the U.S. The OBBBA made several changes to business tax provisions including modifications to the Section 163j interest expense limitation and immediate expensing of domestic research and development expenditures. As of September 30, 2025, the primary impact of the OBBBA was a deferred tax benefit of approximately $12 million which is included in Income tax expense (benefit) within the Condensed Consolidated Statement of Comprehensive Income (Loss) due to the realizability of the Company’s deferred tax assets. The Company will continue to monitor any developments and guidance related to the OBBBA.

Current report

Employer Solutions gross profitwas $178 million for thethree months ended September 30, 2025 compared to $174 million for the prior year period. The increase of $4 million was driven by lower compensation expenses and productivity savings. Employer Solutions adjusted gross profit for the three months ended September 30, 2025 increased $6 million to $206 million from $200 million in the prior year period, primarily driven by lower compensation expenses and productivity savings.
Removed paragraphs (4)

Previous report

We identified an impairment in the Health Solutions reporting unit and recorded a $983 million non-cash goodwill impairment charge for the six months ended June 30, 2025. There was no impairment recognized for the six months ended June 30, 2024.

Previous report

Employer Solutions Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Previous report

Employer Solutions gross profit was $347 million for the six months ended June 30, 2025 compared to $349 million for the prior year period. The decrease of $2 million was driven by a decrease in revenue and increases in costs associated with funding growth of current and future revenues, partially offset by lower expenses related to productivity initiatives. Employer Solutions adjusted gross profit remained consistent for the six months ended June 30, 2025, increasing $1 million to $405 million from $404 million in the prior year period.
Reworded paragraphs (47)

Previous wording

Interest expense primarily includes interest expense related to our outstanding debt.

Current wording

Interest expense primarily includes interest expense related to our outstanding debt and, is net of interest rate swap derivative gains recognized and interest income.

Previous wording

Revenues were $528 million for the three months ended June 30, 2025 as compared to $538 million for the prior year period. The decrease of $10 million, or 1.9%, was driven by lower project revenue and Net Commercial Activity. We experienced lower than expected bookings in the first half of 2025 which is expected to impact revenue in the second half of 2025.

Current wording

Revenues were $533 million for the three months ended September 30, 2025 as compared to $555 million for the prior year period. The decrease of $22 million, or 4.0%, was driven by lower Net Commercial Activity, lower project revenue and an approximately $4 million impact from the finalization of the commercial agreement related to the Transaction. The Company experienced lower than expected bookings and larger than anticipated losses from contract renewals during the first nine months of 2025, which impacted revenue growth and is also expected to impact revenue growth in the fourth quarter of 2025 and fiscal year 2026.

Previous wording

Recurring revenues for the three months ended June 30, 2025 decreased by $1 million, or 0.2%, from $493 million in the prior year period to $492 million, primarily driven by lower Net Commercial Activity.

Current wording

Recurring revenues for the three months ended September 30, 2025 decreased by $15 million, or 3.0%, from $504 million in the prior year period to $489 million, primarily driven by lower Net Commercial Activity.

Previous wording

Cost of services, exclusive of depreciation and amortization, decreased $20 million, or 5.8%, for the three months ended June 30, 2025 as compared to the prior year period. The decrease was primarily driven by lower revenues and savings realized in conjunction with productivity initiatives.

Current wording

Cost of services, exclusive of depreciation and amortization, decreased $31 million, or 8.7%, for the three months ended September 30, 2025 as compared to the prior year period. The decrease was primarily driven by lower compensation expenses, savings realized in conjunction with productivity initiatives and lower revenues.

Previous wording

Depreciation and amortization expenses increased by $1 million, or 3.8%, as compared to the prior year period, primarily driven by capitalized software.

Current wording

Depreciation and amortization expenses increased by $5 million, or 21.7%, as compared to the prior year period, primarily driven by capitalized software.

Previous wording

Selling, general and administrative expenses decreased $16 million, or 11.0%, for the three months ended June 30, 2025 as compared to the prior year period. The decrease was driven by lower professional fees incurred related to the sale and separation of the Divested business and a reduction in compensation expenses primarily related to non-cash share-based awards, partially offset by higher restructuring charges incurred related to the post-separation plan.

Current wording

Selling, general and administrative expenses decreased $55 million, or 38.7%, for the three months ended September 30, 2025 as compared to the prior year period. The decrease was driven by lower professional fees incurred related to the sale and separation of the Divested Business, a reduction in compensation and severance expenses and productivity savings.

Previous wording

We identified a goodwill impairment in the Health Solutions reporting unit and recorded a $983 million non-cash impairment charge for the three months ended June 30, 2025. There was no impairment recognized for the three months ended June 30, 2024.

Current wording

During the three months ended September 30, 2025, the Company identified interim indicators of impairment and recorded a $1,338 million non-cash impairment charge for the period. There was no impairment recognized for the three months ended September 30, 2024. See Note 6 "Goodwill and Intangible assets, net" within the Condensed Consolidated Financial Statements for additional information.

Previous wording

There was a $20 million loss related to the change in the fair value of financial instruments for thesix months ended June 30, 2025 compared to a gain of $31 million for the prior year period, primarily due to the$50 million write down of our Additional Seller Note, partially offset by a gain on the remeasurement of the Seller Earnout. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14 "Financial Instruments"within the Condensed Consolidated Financial Statementsfor additional information.

Current wording

There was a $19 million gain related to the change in the fair value of financial instruments for thethree months ended September 30, 2025 compared to a gain of $23 million for the prior year period. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14 "Financial Instruments"within the Condensed Consolidated Financial Statementsfor additional information.

Previous wording

The change in the fair value of the TRA resulted in a loss of$23 million for the three months ended June 30, 2025, a decrease of$54 million compared to a gain of$31 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Current wording

The change in the fair value of the TRA resulted in a gain of$66 million for the three months ended September 30, 2025, an increase of$93 million compared to a loss of$27 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Previous wording

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $8 million for services performed under the TSA for the three months ended June 30, 2025 in Other (income) expense, net, and the corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Current wording

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $7 million and $9 million for services performed under the TSA for the three months ended September 30, 2025 and 2024, respectively, in Other (income) expense, net. The corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Previous wording

Loss from continuing operations before taxes was $1,096 million for the six months ended June 30, 2025 as compared to loss from continuing operations before taxes of $150 million for the six months ended June 30, 2024. The increase in loss was primarily attributable to the $983 million non-cash goodwill impairment charge, the non-operating fair value remeasurements of financial instruments and the tax receivable agreement, partially offset by lower selling, general and administrative expenses, lower interest expense as a result of the debt pay down and other income recorded in conjunction with the TSA entered into with the purchaser of the Divested Business.

Current wording

Loss from continuing operations before taxes was $1,253 million for the three months ended September 30, 2025 as compared to a loss from continuing operations before taxes of $53 million for the three months ended September 30, 2024. The increase in loss was primarily attributable to the $1,338 million non-cash goodwill impairment charge, partially offset by the change in fair value of the TRA, lower selling, general and administrative expenses, and a change in fair value of financial instruments.

Previous wording

Income tax benefit was $3 million for the three months ended June 30, 2025, as compared to an income tax expense of $2 million for the prior year period. The effective tax rate of 0% for the three months ended June 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items including non-deductible goodwill impairment. The effective tax rate of (100)% for the three months ended June 30, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7 “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Current wording

Income tax benefit was $198 million for the three months ended September 30, 2025, as compared to an income tax benefit of $9 million for the prior year period. The effective tax rate of 16% for the three months ended September 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items, including non-deductible goodwill impairment. The effective tax rate of 17% for the three months ended September 30, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7 “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Previous wording

Results of Continuing Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Current wording

Results of Continuing Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Previous wording

Revenues were $1,076 million for the six months ended June 30, 2025, as compared to $1,097 million for the prior year period. The decrease of $21 million, or 1.9%, was driven by lower project revenue and Net Commercial Activity. We experienced lower than expected bookings in the first half of 2025 which is expected to impact revenue in the second half of 2025.

Current wording

Revenues were $1,609 million for the nine months ended September 30, 2025, as compared to $1,652 million for the prior year period. The decrease of $43 million, or 2.6%, was driven by lower project revenue, Net Commercial Activity and an approximately $4 million impact from the finalization of the commercial agreement related to the Transaction. The Company experienced lower than expected bookings and larger than anticipated losses on contract renewals during the first nine months of 2025, which impacted revenue growth and is also expected to impact revenue growth in the fourth quarter of 2025 and fiscal year 2026.

Previous wording

Recurring revenues for the six months ended June 30, 2025 decreased by $2 million, or 0.2%, from $1,014 million in the prior year period to $1,012 million, primarily driven by lower Net Commercial Activity.

Current wording

Recurring revenues for the nine months ended September 30, 2025 decreased by $17 million, or 1.1%, from $1,518 million in the prior year period to $1,501 million, primarily driven by lower Net Commercial Activity.

Previous wording

Cost of services, exclusive of depreciation and amortization, decreased $25 million, or 3.6%, for thesix months ended June 30, 2025 as compared to the prior year period. The decrease was primarily driven by lower revenues and savings realized in conjunction with productivity initiatives.

Current wording

Cost of services, exclusive of depreciation and amortization, decreased $56 million, or 5.3%, for thenine months ended September 30, 2025 as compared to the prior year period. The decrease was primarily driven by savings realized in conjunction with productivity initiatives and lower revenues.

Previous wording

Depreciation and amortization expenses increased by $6 million, or 12.8%, as compared to the prior year period, primarily driven by capitalized software.

Current wording

Depreciation and amortization expenses increased by $11 million, or 15.7%, as compared to the prior year period, primarily driven by capitalized software.

Previous wording

Selling, general and administrative expenses decreased $58 million, or 19.9%, for thesix months ended June 30, 2025 as compared to the prior year period. The decrease was driven by a reduction in compensation expenses primarily related to non-cash share-based awards and lower professional fees incurred related to the sale and separation of the Divested business, partially offset by higher restructuring charges.

Current wording

Selling, general and administrative expenses decreased $113 million, or 26.0%, for thenine months ended September 30, 2025 as compared to the prior year period. The decrease was driven by a reduction in compensation expense, primarily from lower non-cash share-based awards, lower professional fees incurred related to the sale and separation of the Divested Business and productivity savings.

Previous wording

Depreciation and intangible amortization expenses decreased by$1 million, or 0.7%, and were consistent with the prior year period.

Current wording

Depreciation and intangible amortization expenses were consistent with the prior year period.

Previous wording

There was a $28 million loss related to the change in the fair value of financial instruments for thethree months ended June 30, 2025 compared to a gain of $52 million for the prior year period, primarily due to the $36 million write down of our Additional Seller Note, partially offset by a gain on the remeasurement of the Seller Earnout. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14 "Financial Instruments"within the Condensed Consolidated Financial Statementsfor additional information.

Current wording

There was a $1 million loss related to the change in the fair value of financial instruments for thenine months ended September 30, 2025 compared to a gain of $54 million for the prior year period, primarily due to the $50 million write down of our Additional Seller Note in the current year, partially offset by a gain on remeasurement of the Seller Earnout. We are required to remeasure the financial instruments at the end of each reporting period and reflect a gain or loss for the change in fair value of the financial instruments in the period the change occurred. Changes in the fair value are primarily due to changes in the underlying assumptions of each respective instrument, including changes in the risk-free interest rate, volatility, cost of debt, forecasts, and the closing stock price for the period. See Note 14 "Financial Instruments"within the Condensed Consolidated Financial Statementsfor additional information.

Previous wording

The change in the fair value of the TRA resulted in a loss of $32 million for the six months ended June 30, 2025, an increase of $8 million compared to a loss of $24 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Current wording

The change in the fair value of the TRA resulted in a gain of $34 million for the nine months ended September 30, 2025, an increase of $85 million compared to a loss of $51 million for the prior year period. The change in fair value was due to changes in the Company's assumptions related to the timing of the utilization of tax attributes during the term of the TRA, changes in the discount rate and the passage of time.

Previous wording

Interest expense decreased$11 million for the three months ended June 30, 2025, as compared to the prior year period. The decrease was primarily due to the partial repayment of debt in the prior year, the opportunistic repricing of our 2028 term loan and higher interest income, partially offset by the Company's hedges. See Note 8 “Debt” within the Condensed Consolidated Financial Statements for additional information.

Current wording

Interest expense decreased $15 million for the nine months ended September 30, 2025 as compared to the prior year period. The decrease was primarily due to the partial repayment of debt in the prior year and the opportunistic repricing of our 2028 term loan in the first quarter of 2025, partially offset by the Company's hedges. See Note 8 “Debt” within the Condensed Consolidated Financial Statements for additional information.

Previous wording

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $18 million for services performed under the TSA for the six months ended June 30, 2025 in Other (income) expense, net, and the corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Current wording

Under the terms of the TSA as described in Note 4 "Discontinued Operations" within the Condensed Consolidated Financial Statements, the Company is providing technology infrastructure, risk and security, and various other corporate services to the Divested Business subsequent to the close. We recorded $25 million and $9 million for services performed under the TSA for the nine months ended September 30, 2025 and 2024, respectively, in Other (income) expense, net. The corresponding expenses were recognized in Cost of services and Selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss).

Previous wording

Loss from continuing operations before taxes was $1,076 million for the three months ended June 30, 2025 as compared to loss from continuing operations before taxes of $2 million for the three months ended June 30, 2024. The increase in loss was primarily attributable to the $983 million non-cash goodwill impairment charge, the non-operating fair value remeasurements of financial instruments and the change in fair value of the TRA, partially offset by lower selling, general and administrative expenses, lower interest expense as a result of the debt pay down and other income recorded in conjunction with the TSA entered into with the purchaser of the Divested Business.

Current wording

Loss from continuing operations before taxes was $2,349 million for the nine months ended September 30, 2025 as compared to loss from continuing operations before taxes of $203 million for the nine months ended September 30, 2024. The increase in loss was primarily attributable to the $2,321 non-cash goodwill impairment charge, the non-operating fair value remeasurements of financial instruments, partially offset by lower selling, general and administrative expenses, a change in fair value remeasurements of the tax receivable agreement, lower interest expense as a result of the debt pay down and other income recorded in conjunction with the TSA entered into with the purchaser of the Divested Business.

Previous wording

Income tax benefit was $6 million for the six months ended June 30, 2025, as compared to an income tax benefit of $25 million for the prior year period. The effective tax rate of 1% for the six months ended June 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items including non-deductible goodwill impairment. The effective tax rate of 17% for the six months ended June 30, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7 “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Current wording

Income tax benefit was $204 million for the nine months ended September 30, 2025, as compared to an income tax benefit of $34 million for the prior year period. The effective tax rate of 9% for the nine months ended September 30, 2025 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, changes in valuation allowance, and certain non-recurring items, including non-deductible goodwill impairment. The effective tax rate of 17% for the nine months ended September 30, 2024 was lower than the 21% U.S. statutory corporate income tax rate primarily due to the Company’s non-deductible expenses, tax credits, and changes in valuation allowance. See Note 7 “Income Taxes” within the Condensed Consolidated Financial Statements for additional information.

Previous wording

Adjusted Net Income From Continuing Operations, which is defined as net income (loss) from continuing operations attributable to Alight, Inc., adjusted for intangible amortization and the impact of certain non-cash items that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per Share From Continuing Operations.

Current wording

Adjusted Net Income From Continuing Operations, which is defined as net income (loss) from continuing operations attributable to Alight, Inc., adjusted for intangible amortization and the impact of certain non-cash items, including goodwill impairment charges, that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per Share From Continuing Operations.

Previous wording

(3)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.

Current wording

(3)Goodwill impairment and other primarily includes $1,338 million and $2,321 million non-cash goodwill impairment charges for the three and nine months ended September 30, 2025, respectively.

Previous wording

(8)Excludes approximately 5.9 million and 14.1 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance conditions as of June 30, 2025 and 2024, respectively.

Current wording

(8)Excludes approximately 1.2 million and 10.2 million performance-based units, which represents the gross number of shares expected to vest based on achievement of the respective performance conditions as of September 30, 2025 and 2024, respectively.

Previous wording

Adjusted EBITDA From Continuing Operations is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows:

Current wording

Adjusted EBITDA From Continuing Operations is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items, including goodwill impairments, that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance. A reconciliation of Adjusted EBITDA From Continuing Operations to Net Income (Loss) From Continuing Operations is as follows:

Previous wording

(3)Goodwill impairment and other primarily includes a $983 million non-cash goodwill impairment charge for each of the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.

Current wording

(3)Goodwill impairment and other primarily includes $1,338 million and $2,321 million non-cash goodwill impairment charges for the three and nine months ended September 30, 2025, respectively.

Previous wording

Employer Solutions Results of Operations for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Current wording

Employer Solutions Results of Operations for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024

Previous wording

Employer Solutions revenue was $1,076 million for thesix months ended June 30, 2025 as compared to $1,097 million for the prior year period. The overall decrease of $21 million was primarily driven by decreases in project revenue and Net Commercial Activity.

Current wording

Employer Solutions revenuewas $533 million for thethree months ended September 30, 2025 as compared to $555 million for the prior year period. The overall decrease of $22 million was primarily driven by decreases in project revenue and Net Commercial Activity.

Previous wording

Employer Solutions revenue was $528 million for thethree months ended June 30, 2025 as compared to $538 million for the prior year period. The overall decrease of $10 million was primarily driven by decreases in project revenue and Net Commercial Activity.

Current wording

Employer Solutions revenue was $1,609 million for thenine months ended September 30, 2025 as compared to $1,652 million for the prior year period. The overall decrease of $43 million was primarily driven by decreases in project revenue and Net Commercial Activity.

Previous wording

Gross Profit to Adjusted Gross Profit Reconciliation for the Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024

Current wording

Gross Profit to Adjusted Gross Profit Reconciliation for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024

Previous wording

Employer Solutions gross profitwas $176 million for thethree months ended June 30, 2025 compared to $167 million for the prior year period. The increase of $9 million was driven by lower expenses related to productivity initiatives. Employer Solutions adjusted gross profit for the three months ended June 30, 2025 increased $9 million to $205 million from $196 million in the prior year period, primarily driven by lower expenses related to productivity initiatives.

Current wording

Employer Solutions gross profit was $525 million for the nine months ended September 30, 2025 compared to $523 million for the prior year period. The increase of $2 million was driven by lower expenses related to productivity initiatives. Employer Solutions adjusted gross profit increased $7 million for the nine months ended September 30, 2025, to $611 million from $604 million in the prior year period, primarily driven by lower expenses related to productivity initiatives.

Previous wording

Net cash provided by operating activities was $159 million for the six months ended June 30, 2025 as compared to $93 million for the six months ended June 30, 2024. The increase in cash provided by operating activities was primarily due to changes in our net working capital requirements.

Current wording

Net cash provided by operating activities was $236 million for the nine months ended September 30, 2025 as compared to $75 million for the nine months ended September 30, 2024. The increase in cash provided by operating activities was primarily due to lower separation costs incurred in conjunction with the sale and separation of the Divested Business and changes in our net working capital requirements.

Previous wording

Free cash flow was $102 million for the six months ended June 30, 2025 compared to $26 million from the prior period. The increase in free cash flow was primarily due to an increase in cash provided from operations, partially offset by lower capital expenditures.

Current wording

Free cash flow was $151 million for the nine months ended September 30, 2025 compared to $(20) million from the prior period. The increase in free cash flow was primarily due to an increase in cash provided from operations and lower capital expenditures.

Previous wording

During the three and six months ended June 30, 2025, the Company repurchased 4,055,349 and 7,301,281 shares of Class A Common Stock for an aggregate amount of $20 million and $40 million, respectively. As of June 30, 2025, the total remaining amount authorized for repurchase was $241 million.

Current wording

During the three and nine months ended September 30, 2025, the Company repurchased 6,580,136 and 13,881,417 shares of Class A Common Stock, respectively, for an aggregate purchase price of $25 million and $65 million, respectively. As of September 30, 2025, the total remaining amount authorized for repurchase was $216 million.

Previous wording

The following table provides information with respect to quarterly dividends on common stock during the six months ended June 30, 2025.

Current wording

The following table provides information with respect to quarterly dividends on common stock during the nine months ended September 30, 2025.

Previous wording

Net cash provided by operating activities was $159 million for the six months ended June 30, 2025 as compared to $93 million for the six months ended June 30, 2024. The increase in cash provided by operating activities was primarily due to changes in our net working capital requirements.

Current wording

Net cash provided by operating activities was $236 million for the nine months ended September 30, 2025 as compared to $75 million for the nine months ended September 30, 2024. The increase in cash provided by operating activities was primarily due to lower professional fees incurred related to the sale and separation of the Divested Business and changes in our net working capital requirements.

Showing the first 40 of 47 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Interest expense decreased $20 million for the six months ended June 30, 2025 as compared to the prior year period. The decrease was primarily due to the partial repayment of debt in the prior year, the opportunistic repricing of our 2028 term loan and higher interest income, partially offset by the Company's hedges. See Note 8 “Debt” within the Condensed Consolidated Financial Statements for additional information.