Alight, Inc. / DelawareALIT
Alight, Inc. / Delaware Goodwill & Intangibles Disclosure
6. Goodwill and Intangible assets, net
The changes in the net carrying amount of goodwill are as follows (in millions):
| Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | |||||||||||||||
| Balance as of December 31, 2024 | $ | 3,212 | $ | — | $ | 3,212 | |||||||||||
Impairment(1) | — | (3,124) | (3,124) | ||||||||||||||
| Other | (5) | — | (5) | ||||||||||||||
| Balance at December 31, 2025 | $ | 3,207 | $ | (3,124) | $ | 83 | |||||||||||
(1)Amount relates to non-cash goodwill impairment charges.
Goodwill for each reporting unit is tested for impairment annually as of October 1, or more frequently if there are indicators that a reporting unit may be impaired. If an impairment is identified, an impairment is recorded by the amount that the carrying value exceeds the fair value for each reporting unit as a non-recurring fair value measurement. While the future cash flows are consistent with those that are used in our internal planning process inclusive of long-term growth assumptions, estimating cash flows requires significant judgment. Future changes to our projected cash flows can vary from the cash flows eventually realized, which may have a material impact on the outcomes of future goodwill impairment tests.
The Company uses a weighted average cost of capital that represents the blended average required rate of return for equity and debt capital based on observed market return data and company-specific risk factors. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue.
During the second quarter of 2025, we concluded that there were interim indicators of impairment in the Health Solutions reporting unit and recorded a non-cash goodwill impairment charge of $983 million, which was included in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2025. During the third quarter of 2025, we evaluated for interim indicators of impairment and concluded that the sustained decline in our stock price coupled with a reduction in future expected financial performance were indicators of impairment. The reduction of future expected financial performance was driven by lower Net Commercial Activity (which reflects items such as client wins and losses), including lower than expected bookings and larger than anticipated losses from contract renewals, which is expected to impact revenue growth. We define client wins as sales to new clients and sales of new solutions to existing clients. We define client losses as instances where clients do not renew or terminate their arrangements in relation to individual solutions or all of the solutions that we provide. A discount rate of 11.25% and a long-term growth rate of 3.5% were utilized for our Health Solutions and Wealth Solutions reporting units in the determination of fair value. Other significant assumptions utilized included the Company’s projections of expected future revenues and EBITDA margin, which is defined as earnings before interest, taxes, depreciation and intangible amortization as a percentage of revenue. As a result, during the third quarter of 2025, the Company recorded non-cash goodwill impairment charges of $1,293 million in the Health Solutions reporting unit and $45 million in the Wealth Solutions reporting unit, which were also included in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2025.
On October 1, 2025, the Company performed its annual goodwill impairment in accordance with ASC 350. We evaluated the potential for goodwill impairment by considering macroeconomic conditions, industry and market conditions, cost factors, both current and future expected financial performance, and relevant entity-specific events for each of the reporting units. We also considered our overall market performance discretely as well as in relation to our peers. Given the third quarter test was performed as of September 30, 2025, we determined that the fair value of each reporting unit equaled the carrying value as of October 1, 2025.
Subsequent to our October 1, 2025 annual impairment test, we evaluated the macroeconomic, industry and market conditions to determine whether there had been any significant changes. The Company concluded that the sustained decline
in our stock price coupled with an incremental reduction in future expected financial performance were indicators of impairment that did not exist as of October 1, 2025. As part of this process, the Company identified a goodwill impairment in its Health Solutions reporting unit and recorded an $803 million non-cash goodwill impairment charge, which is included in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2025. We utilized a discount rate of 11.75% and a long-term growth rate of 3.5% for our Health Solutions and Wealth Solutions reporting units in the determination of fair value. The Company's Wealth Solutions reporting unit estimated fair value exceeded its carrying value by 16.6%, or approximately $77 million. A hypothetical 25-basis point increase in the discount rate or a hypothetical 50-basis point decrease in the long-term growth rate would still provide the Company with an excess fair value over its carrying value of 14.5%, or approximately $67 million, in the Company's Wealth Solutions reporting unit. At December 31, 2025, our Health Solutions reporting unit had no goodwill and our Wealth Solutions reporting unit had $83 million of goodwill.
Intangible assets by asset class are as follows (in millions):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 957 | $ | 2,235 | $ | 3,192 | $ | 742 | $ | 2,450 | |||||||||||||||||||||||
| Technology related intangibles | 230 | 172 | 58 | 230 | 133 | 97 | |||||||||||||||||||||||||||||
| Trade name | 408 | 128 | 280 | 408 | 100 | 308 | |||||||||||||||||||||||||||||
| Total | $ | 3,830 | $ | 1,257 | $ | 2,573 | $ | 3,830 | $ | 975 | $ | 2,855 | |||||||||||||||||||||||
Amortization expense from finite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023 was $281 million, $280 million, and $281 million, respectively. Amortization expense from finite-lived intangible assets was recorded in Depreciation and intangible amortization in the Consolidated Statements of Comprehensive Income (Loss).
The following table reflects intangible assets net carrying amount and weighted-average remaining useful lives as of December 31, 2025 and 2024 (in millions, except for years):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Net Carrying Amount | Weighted-Average Remaining Useful Lives | Net Carrying Amount | Weighted-Average Remaining Useful Lives | ||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||
| Customer-related and contract-based intangibles | $ | 2,235 | 10.5 | $ | 2,450 | 11.5 | |||||||||||||||||
| Technology-related intangibles | 58 | 1.6 | 97 | 2.6 | |||||||||||||||||||
| Trade name | 280 | 10.5 | 308 | 11.4 | |||||||||||||||||||
| Total | $ | 2,573 | $ | 2,855 | |||||||||||||||||||
Subsequent to December 31, 2025, 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 | ||||||||||||||||||||
| 2026 | $ | 214 | $ | 38 | $ | 27 | $ | 279 | |||||||||||||||
| 2027 | 214 | 19 | 27 | 260 | |||||||||||||||||||
| 2028 | 214 | 1 | 27 | 242 | |||||||||||||||||||
| 2029 | 214 | — | 27 | 241 | |||||||||||||||||||
| 2030 | 214 | — | 27 | 241 | |||||||||||||||||||
| Thereafter | 1,165 | — | 145 | 1,310 | |||||||||||||||||||
| Total amortization expense | $ | 2,235 | $ | 58 | $ | 280 | $ | 2,573 | |||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 10, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.