8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2021

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36373	95-3359658
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)
One Park Place, Suite 600
Dublin,	CA		94568
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (510) 352-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock par value $0.000025 per share	TNET	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition

On April 26, 2021, TriNet Group, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended March 31, 2021. A copy of the press release, entitled “TriNet Announces First Quarter 2021 Results” is furnished as Exhibit 99.1 hereto and incorporated by reference.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits   

Exhibit Number	Description
99.1	Press Release, dated April 26, 2021, entitled “TriNet Announces First Quarter Year 2021 Results"
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated April 26, 2021, entitled “TriNet Announces First Quarter 2021 Results"
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TriNet Group, Inc.
Date:	April 26, 2021	By:	/s/ Samantha Wellington
			Samantha Wellington
			Senior Vice President, Chief Legal Officer and Secretary

EX-99.1

TriNet Announces First Quarter 2021 Results

1% Growth in GAAP Total Revenues and 9% Growth in Net Service Revenues for the First Quarter 2021

11% Growth in GAAP Net Income and 14% Growth in Adjusted Net Income for the First Quarter 2021

$1.51 in Net Income and $1.66 in Adjusted Net Income per Diluted Share for the First Quarter 2021

DUBLIN, Calif. — April 26, 2021—TriNet Group,Inc.(NYSE:TNET),a leading provider of comprehensive human resources solutions for small and medium-size businesses,todayannouncedfinancialresultsforthe firstquarter endedMarch 31, 2021. The first quarter highlights below include non-GAAP financial measures which are reconciled later in this release.

First quarter highlights include:

•Total revenues increased 1% to $1.1 billion and Net Service Revenues increased 9% to $309 million, as compared to the same period last year.

•Net income was $101 million, or $1.51 per diluted share, compared to net income of $91 million, or $1.31 per diluted share, in the same period last year.

•Adjusted Net Income was $111 million, or $1.66 per diluted share, compared to Adjusted Net Income of $97 million, or $1.41 per diluted share, in the same period last year.

•Adjusted EBITDA was $163 million, representing an Adjusted EBITDA Margin of 53%.

•Total Worksite Employees (WSEs) decreased 3% compared to the same period last year, to approximately 326,000.

•Average WSEs decreased 4% as compared to the same period last year, to approximately 321,000.

"Our business model continued to add significant value to our customers during these challenging times,” said Burton M. Goldfield, TriNet’s President and CEO. “Our customers sought help not just with traditional HR functions such as payroll, but also with strategic HR questions as they addressed the difficult economic environment. Through our vertical strategy, we have successfully aligned the right customers, with the right service model, at the right price. We once again leveraged our differentiated business model and financial performance to establish the 2021 credit program for the benefit of all of our stakeholders. We are encouraged by the economic reopening underway, and we are excited for a return to growth in 2021.”

TriNet’s total revenues for the first quarter of 2021 increased 1% from the first quarter of 2020 to $1.1 billion, while Net Service Revenues (total revenues less insurance costs) for the first quarter of 2021 increased 9% to $309 million compared to first quarter 2020. Net Insurance Service Revenues consisted of insurance service revenues of $907 million, less insurance costs of $751 million. Professional service revenues for the first quarter of 2021 decreased 2%, and Net Insurance Service Revenues for the first quarter of 2021 increased 23%, each as compared to the first quarter of 2020.

At March 31, 2021, TriNet had cash and cash equivalents of $500 million and total debt of $494 million.

1

Second Quarter and Full-Year 2021 Guidance

In addition to announcing our first quarter 2021 results, we provide our second quarter and full-year 2021 guidance. Non-GAAP financial measures are reconciled later in this release. Percentages reflect the increase or (decrease) from the prior year quarter and prior year end.

	Q2 2021						Full Year 2021
	Low			High			Low			High
Total revenues	12		%	14		%	9		%	11		%
Professional Service Revenues	10		%	14		%	8		%	10		%
Net Insurance Margin	10		%	11		%	10		%	11		%
Adjusted EBITDA Margin	35		%	39		%	38		%	40		%
Diluted net income per share of common stock	$	0.59		$	0.74		$	2.86		$	3.31
Adjusted Net Income per share - diluted	$	0.70		$	0.86		$	3.42		$	3.90

Quarterly Report on Form 10-Q

We anticipate filing our Quarterly Report on Form 10-Q (“Form 10-Q”) for the three months ended March 31, 2021 with the U.S. Securities and Exchange Commission (SEC) and making it available at http://www.trinet.com today, April 26, 2021. This press release should be read in conjunction with the Form 10-Q and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-Q.

Earnings Conference Call and Audio Webcast

TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its first quarter results for 2021 and provide second quarter and full-year financial guidance for 2021. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to: https://dpregister.com/sreg/10154653/e69f504b4b. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.” The live webcast of the conference call can be accessed on the Investor Relations section of TriNet’s website at http://investor.trinet.com. A replay of the webcast will be available on this website for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 10154656.

About TriNet

TriNet is a leading provider of a comprehensive human resources solution for small to medium-size businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to us, allowing them to focus on operating and growing their core businesses. Our HR solutions include services such as payroll processing, human capital consulting, employment law compliance and employee benefits, including health insurance, retirement plans and workers compensation insurance. Our services are delivered by our expert team of HR professionals and enabled by our technology platform, with online and mobile tools, which allow our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.

Use of Non-GAAP Financial Measures

Reconciliations of non-GAAP financial measures to TriNet’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section titled “Non-GAAP Financial Measures.”

2

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among other things, TriNet’s expectations and assumptions regarding: TriNet's financial guidance for the second quarter and full-year 2021 and the underlying assumptions, and the extent, length and growth impact of economic reopening efforts. Forward-looking statements are often identified by the use of words such as, but not limited to, “ability,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” "guidance," “impact,” “intend,” “may,” “plan,” "predict," “project,” “seek,” “should,” “strategy,” “target,” “value,” “will,” “would” and similar expressions or variations. These statements are not guarantees of future performance, but are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past or future results, performance or achievements. Investors are cautioned not to place undue reliance upon any forward-looking statements.

Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: the economic, health and business disruption caused by the COVID-19 pandemic; the impact of the COVID-19 pandemic on our clients and prospects, insurance costs and operations; the impact of the COVID-19 pandemic on the laws and regulations that impact our industry and clients; our ability to mitigate the business risks we face as a co-employer; our ability to manage unexpected changes in workers’ compensation and health insurance claims and costs by worksite employees; the effects of volatility in the financial and economic environment on the businesses that make up our client base, and the concentration of our clients in certain geographies and industries; the impact of failures or limitations in the business systems we rely upon; the impact of our Recovery Credit program; adverse changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our technology to satisfy regulatory requirements and meet the expectations of our clients and manage client attrition; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational processes; our ability to attract and retain qualified personnel; the effects of increased competition and our ability to compete effectively; the impact on our business of cyber-attacks and security breaches; our ability to secure our information technology infrastructure and our confidential, sensitive and personal information; our ability to comply with constantly evolving data privacy and security laws; our ability to manage changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; changing laws and regulations governing health insurance and employee benefits; our ability to be recognized as an employer of worksite employees under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; our ability to comply with the laws and regulations that govern PEOs and other similar industries; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operation and stock price due to factors outside of our control, such as the volume and severity of our workers’ compensation and health insurance claims and the amount and timing of our insurance costs, operating expenses and capital expenditure requirements; our ability to comply with the restrictions of our credit facility and meet our debt obligations; and the impact of concentrated ownership in our stock. Any of these factors could cause our actual results to differ materially from our anticipated results.

3

Further information on risks that could affect TriNet’s results is included in our filings with the SEC, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on our investor relations website at http://investor.trinet.com and on the SEC website at www.sec.gov. Copies of these filings are also available by contacting TriNet Corporation's Investor Relations Department at (510) 875-7201. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements in this press release, and any forward-looking statements in this press release speak only as of the date of this press release. In addition, we do not assume any obligation, and do not intend, to update any of our forward-looking statements, except as required by law.

Contacts:
Investors:	Media:
Alex Bauer	Renee Brotherton
TriNet	TriNet
Investorrelations@TriNet.com	Renee.Brotherton@TriNet.com
(510) 875-7201	(408) 646-5103

4

FINANCIAL HIGHLIGHTS

Key Financial and Operating Metrics

We regularly review certain key financial and operating metrics to evaluate growth trends, measure our performance and make strategic decisions. These key financial and operating metrics may change over time. Our key financial and operating metrics for the periods presented were as follows:

	Three Months Ended March 31,
(in millions, except per share and WSE data)	2021		2020		% Change
Income Statement Data:
Total revenues	$	1,060	$	1,048	1	%
Operating income	138		120		15
Net income	101		91		11
Diluted net income per share of common stock	1.51		1.31		15
Non-GAAP measures (1):
Net Service Revenues	309		283		9
Net Insurance Service Revenues	156		127		23
Adjusted EBITDA	163		145		12
Adjusted Net income	111		97		14
Operating Metrics:
Average WSEs	321,295		336,348		(4)	%
Total WSEs at period end	326,216		336,846		(3)

(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".

(in millions)	March 31, 2021		December 31, 2020	% Change
Balance Sheet Data:
Working capital	$	520	290	79	%
Total assets	3,005		3,043	(1)
Debt	494		370	34
Total stockholders’ equity	653		607	8

	Three Months Ended March 31,
(in millions)	2021		2020		% Change
Cash Flow Data:
Net cash used in operating activities	$	(175)	$	(282)	(38)	%
Net cash used in investing activities	(3)		(94)		(97)
Net cash provided by financing activities	56		185		(70)
Non-GAAP measure (1):
Corporate Operating Cash Flows	131		119		10

(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".

5

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended March 31,
(in millions except per share data)	2021		2020
Professional service revenues	$	153	$	156
Insurance service revenues	907		892
Total revenues	1,060		1,048
Insurance costs	751		765
Cost of providing services	64		64
Sales and marketing	46		46
General and administrative	36		33
Systems development and programming	13		9
Depreciation and amortization of intangible assets	12		11
Total costs and operating expenses	922		928
Operating income	138		120
Other income (expense):
Interest expense, bank fees and other	(5)		(4)
Interest income	2		5
Income before provision for income taxes	135		121
Income taxes	34		30
Net income	$	101	$	91
Other comprehensive (loss) income, net of income taxes	(1)		2
Comprehensive income	$	100	$	93
Net income per share:
Basic	$	1.53	$	1.32
Diluted	$	1.51	$	1.31
Weighted average shares:
Basic	66		68
Diluted	67		69

6

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions)	March 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	500	$	301
Investments	71		57
Restricted cash, cash equivalents and investments	1,081		1,388
Accounts receivable, net	5		18
Unbilled revenue, net	340		246
Prepaid expenses, net	58		63
Other current assets	105		87
Total current assets	2,160		2,160
Restricted cash, cash equivalents and investments, noncurrent	184		210
Investments, noncurrent	130		138
Property, equipment and software, net	75		79
Operating lease right-of-use asset	51		51
Goodwill	294		294
Other intangible assets, net	17		18
Other assets	94		93
Total assets	$	3,005	$	3,043
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	84	$	50
Long-term debt	—		22
Client deposits and other client liabilities	151		134
Accrued wages	488		309
Accrued health insurance costs, net	165		172
Accrued workers' compensation costs, net	59		59
Payroll tax liabilities and other payroll withholdings	668		1,095
Operating lease liabilities	12		11
Insurance premiums and other payables	13		18
Total current liabilities	1,640		1,870
Long-term debt, noncurrent	494		348
Accrued workers' compensation costs, noncurrent, net	138		138
Deferred taxes	21		22
Operating lease liabilities, noncurrent	49		49
Other non-current liabilities	10		9
Total liabilities	2,352		2,436
Stockholders’ equity:
Preferred stock	—		—
Common stock and additional paid-in capital	758		747
Accumulated deficit	(108)		(144)
Accumulated other comprehensive income	3		4
Total stockholders’ equity	653		607
Total liabilities and stockholders’ equity	$	3,005	$	3,043

7

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
(in millions)	2021		2020
Operating activities
Net income	$	101	$	91
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19		15
Amortization of ROU asset	3		4
Accretion of discount rate on lease liabilities	1		—
Amortization of premium of investments	1		—
Stock based compensation	11		9
Changes in operating assets and liabilities:
Accounts receivable, net	13		—
Unbilled revenue, net	(94)		(95)
Prepaid expenses, net	5		(3)
Accounts payable and other current liabilities	33		29
Client deposits and other client liabilities	17		(6)
Accrued wages	179		38
Accrued health insurance costs, net	(7)		(2)
Accrued workers' compensation costs, net	—		3
Payroll taxes payable and other payroll withholdings	(426)		(334)
Operating lease liabilities	(3)		(5)
Other assets	(24)		(28)
Other liabilities	(4)		2
Net cash used in operating activities	(175)		(282)
Investing activities
Purchases of marketable securities	(82)		(155)
Proceeds from sale and maturity of marketable securities	84		67
Acquisitions of property and equipment	(5)		(6)
Net cash used in investing activities	(3)		(94)
Financing activities
Repurchase of common stock	(60)		(40)
Awards effectively repurchased for required employee withholding taxes	(5)		(3)
Proceeds from revolving credit agreement borrowings	—		234
Payment of long-term financing fees	(2)		—
Payment of debt issuance costs	(7)		—
Proceeds from issuance of 2029 Notes	500		—
Repayment of debt	(370)		(6)
Net cash provided by financing activities	56		185
Net decrease in cash and cash equivalents, unrestricted and restricted	(122)		(191)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	1,643		1,456
End of period	$	1,521	$	1,265
Supplemental disclosures of cash flow information
Interest paid	$	2	$	3
Income taxes paid, net	2		1
Supplemental schedule of noncash investing and financing activities
Payable for purchase of property and equipment	$	3	$	1

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NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

In addition to the selected financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long term and provide information that we use to maintain and grow our business.

The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation from, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

Non-GAAP Measure	Definition	How We Use The Measure
Net Service Revenues	• Sum of professional service revenues and Net Insurance Service Revenues,  or total revenues less insurance costs.	• Provides a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes. • Acts as the basis to allocate resources to different functions and evaluates the effectiveness of our business strategies by each business function. • Provides a measure, among others, used in the determination of incentive compensation for management.
Net Insurance Service Revenues	• Insurance service revenues less insurance costs.	• Is a component of Net Service Revenues. • Provides a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes. Promotes an understanding of our insurance services business by evaluating insurance service revenues net of our WSE related costs which are substantially pass-through for the benefit of our WSEs. Under GAAP, insurance service revenues and costs are recorded gross as we have latitude in establishing the price, service and supplier specifications.
Net Insurance Margin	• Net Insurance Margin (NIM) is the ratio of Net Insurance Services Revenues to insurance service revenues.	• Provides a comparable basis of Net Insurance Service Revenues relative to insurance service revenues. Promotes an understanding of our pricing to risk performance.

9

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA	• Net income, excluding the effects of: - income tax provision, - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, and - stock based compensation expense.	• Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-cash charges such as depreciation and amortization, and stock-based compensation recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations. • Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects. • Provides a measure, among others, used in the determination of incentive compensation for management. • We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to Net Service Revenue.
Adjusted Net Income	• Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation, - amortization of intangible assets, - non-cash interest expense (2), and - the income tax effect (at our effective tax rate (1) of these pre-tax adjustments.	• Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges.
Corporate Operating Cash Flows	• Net cash provided by (used in) operating activities, excluding the effects of: - Assets associated with WSEs (accounts receivable, unbilled revenue, prepaid expenses and other current assets) and - Liabilities associated with WSEs (client deposits and other client liabilities, accrued wages, payroll tax liabilities and other payroll withholdings, accrued health benefit costs, accrued workers' compensation costs, insurance premiums and other payables, and other current liabilities).	• Provides information that our stockholders and management can use to evaluate our cash flows from operations independent of the current assets and liabilities associated with our WSEs. • Enhances comparisons to prior periods and, accordingly, used as a liquidity measure to manage liquidity between corporate and WSE related activities, and to help determine and plan our cash flow and capital strategies.

(1)     Non-GAAP effective tax rate is 25.5% for the first quarters of 2021 and 2020, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.

(2)    Non-cash interest expense represents amortization and write-off of our debt issuance costs and loss on derivative.

10

NON-GAAP FINANCIAL MEASURES

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of total revenues to Net Service Revenues:

	Three Months Ended March 31,
(in millions)	2021		2020
Total revenues	$	1,060	$	1,048
Less: Insurance costs	751		765
Net Service Revenues	$	309	$	283

The table below presents a reconciliation of insurance service revenues to Net Insurance Service Revenues:

	Three Months Ended March 31,
(in millions)	2021			2020
Insurance service revenues	$	907		$	892
Less: Insurance costs	751			765
Net Insurance Service Revenues	$	156		$	127
NIM	17		%	14		%

The table below presents a reconciliation of net income to Adjusted EBITDA:

	Three Months Ended March 31,
(in millions)	2021			2020
Net income	$	101		$	91
Provision for income taxes	34			30
Stock based compensation	11			9
Interest expense, bank fees and other	5			4
Depreciation and amortization of intangible assets	12			11
Adjusted EBITDA	$	163		$	145
Adjusted EBITDA Margin	53		%	51		%

The table below presents a reconciliation of net income to Adjusted Net Income and Adjusted Net Income per share - diluted:

	Three Months Ended March 31,
(in millions, except per share data)	2021		2020
Net income	$	101	$	91
Effective income tax rate adjustment	—		(1)
Stock based compensation	11		9
Amortization of intangible assets	1		1
Non-cash interest expense	2		—
Income tax impact of pre-tax adjustments	(4)		(3)
Adjusted Net Income	$	111	$	97
GAAP weighted average shares of common stock - diluted	67		69
Adjusted Net Income per share - diluted	$	1.66	$	1.41

11

NON-GAAP FINANCIAL MEASURES

The table below presents a reconciliation of net cash (used in) provided by operating activities to Corporate Operating Cash flows:

	Three Months Ended March 31,
(in millions)	2021		2020
Net cash used in operating activities	$	(175)	$	(282)
Less: Change in WSE related other current assets	(85)		(110)
Less: Change in WSE related liabilities	(221)		(291)
Net cash used in operating activities - WSE	$	(306)	$	(401)
Net cash provided by operating activities - Corporate	$	131	$	119

Reconciliation of GAAP to Non-GAAP Measures for the second quarter and full-year 2021 guidance.

Low and high percentages represent increases (decreases) from the same period in the previous year.

The table below presents a reconciliation of insurance service revenues to Net Insurance Service Revenues and NIM:

	Q2 2020			Q2 2021 Guidance				FY 2020			Year 2021 Guidance
(in millions)	Actual			Low		High		Actual			Low		High
Insurance service revenues	$	827		13	%	14	%	$	3,490		9	%	11	%
Less: Insurance costs	613			38		38		2,979			15		15
Net Insurance Service Revenues	$	214		(59)	%	(53)	%	$	511		(25)	%	(17)	%
NIM	26		%	9.5	%	10.7	%	15		%	10	%	11	%

The table below presents a reconciliation of net income to Adjusted EBITDA:

	Q2 2020			Q2 2021 Guidance				FY 2020			Year 2021 Guidance
(in millions)	Actual			Low		High		Actual			Low		High
Net income	$	126		(69)	%	(61)	%	$	272		(30)	%	(18)	%
Provision for income taxes	45			(81)		(73)		85			(32)		(18)
Stock based compensation	11			15		20		43			18		22
Interest expense, bank fees and other	4			29		29		21			(8)		(8)
Depreciation and amortization of  intangible assets	13			1		1		47			(4)		(4)
Adjusted EBITDA	$	199		(61)	%	(54)	%	$	468		(22)	%	(13)	%
Adjusted EBITDA Margin	59		%	35	%	39	%	44		%	38	%	40	%

The table below presents a reconciliation of net income to Adjusted Net Income and Adjusted Net Income per share - diluted:

	Q2 2020		Q2 2021 Guidance						FY 2020		Year 2021 Guidance
(in millions, except per share data)	Actual		Low			High			Actual		Low			High
Net income	$	126	(69)		%	(61)		%	$	272	(30)		%	(18)		%
Effective income tax rate adjustment	1		(403)			(371)			(6)		(2)			(19)
Stock based compensation	11		15			20			43		18			22
Amortization of intangible assets	1		(1)			(1)			5		(1)			(1)
Non-cash interest expense	—		31			31			1		286			286
Income tax impact of pre-tax adjustments	(3)		14			18			(12)		21			24
Adjusted Net Income	$	136	(66)		%	(58)		%	$	303	(24)		%	(13)		%
GAAP weighted average shares of common stock - diluted	68								68
Adjusted Net Income per share - diluted	$	2.03	$	0.70		$	0.86		$	4.44	$	3.42		$	3.90

12

XML

Cover Cover	Apr. 26, 2021
Cover [Abstract]
Entity File Number	001-36373
Entity Tax Identification Number	95-3359658
Entity Address, Postal Zip Code	94568
City Area Code	510
Local Phone Number	352-5000
Document Type	8-K
Document Period End Date	Apr. 26, 2021
Entity Registrant Name	TRINET GROUP, INC.
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock par value $0.000025 per share
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Written Communications	false
Soliciting Material	false
Entity Incorporation, State or Country Code	DE
Trading Symbol	TNET
Security Exchange Name	NYSE
Entity Address, Address Line One	One Park Place, Suite 600
Entity Address, City or Town	Dublin,
Entity Address, State or Province	CA

XML

Cover Non-printing	Apr. 26, 2021
Cover [Abstract]
Entity Central Index Key	0000937098
Amendment Flag	false
No Trading Symbol Flag