10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-36373

TRINET GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		95-3359658
(State or other jurisdiction of incorporation or organization)		(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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	☐
		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.  Yes  o    No  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

The number of shares of Registrant’s Common Stock outstanding as of April 19, 2021 was 65,881,650.

TABLE OF CONTENTS

TRINET GROUP, INC.

Form 10-Q - Quarterly Report

For the Quarterly Period Ended March 31, 2021

TABLE OF CONTENTS

	Form 10-Q Cross Reference	Page
Glossary		3
Unaudited Condensed Consolidated Financial Statements	Part I, Item 1.	28
Condensed Consolidated Statements of Income and Comprehensive Income		28
Condensed Consolidated Balance Sheets		29
Condensed Consolidated Statements of Stockholders' Equity		30
Condensed Consolidated Statements of Cash Flows		31
Notes to Condensed Consolidated Financial Statements		32
Note 1. Description of Business and Significant Accounting Policies		32
Note 2. Cash, Cash Equivalents and Investments - Unrestricted and Restricted		34
Note 3. Investments		34
Note 4. Financial Instruments and Fair Value Measurements		35
Note 5. Accrued Workers' Compensation Costs		37
Note 6. Long-term Debt and Revolving Credit Agreements		38
Note 7. Commitments and Contingencies		39
Note 8. Stock Based Compensation		39
Note 9. Stockholders' Equity		40
Note 10. Income Taxes		40
Note 11. Earnings Per Share		41
Management’s Discussion and Analysis of Financial Condition and Results of Operations	Part I, Item 2.	6
Quantitative and Qualitative Disclosures About Market Risk	Part I, Item 3.	26
Controls and Procedures	Part I, Item 4.	27
Legal Proceedings	Part II, Item 1.	42
Risk Factors	Part II, Item 1A.	42
Unregistered Sales of Equity Securities and Use of Proceeds	Part II, Item 2.	42
Defaults Upon Senior Securities	Part II, Item 3.	42
Mine Safety Disclosures	Part II, Item 4.	42
Other Information	Part II, Item 5.	42
Exhibits	Part II, Item 6.	43

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GLOSSARY Table of Contents

Glossary of Acronyms and Abbreviations

Acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. Unaudited Condensed Consolidated Financial Statements and Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

2021 Credit Program	A program that, subject to certain predefined conditions, is designed to take certain pandemic related excess health care cost savings and provide credits to certain 2021 customers.
2018 Term Loan	Our $425 million term loan A that we entered into in June 2018
AFS	Available-for-sale
CARES Act	Coronavirus Aid Relief and Economic Security Act
CEO	Chief Executive Officer
CFO	Chief Financial Officer
COBRA	Consolidated Omnibus Budget Reconciliation Act
COPS	Cost of providing services
COVID-19	Novel coronavirus
D&A	Depreciation and amortization expenses
EBITDA	Earnings before interest expense, taxes, depreciation and amortization of intangible assets
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act
ESAC	Employer Services Assurance Corporation
ETR	Effective tax rate
FFCRA	Families First Coronavirus Response Act
G&A	General and administrative
GAAP	Generally Accepted Accounting Principles in the United States
HR	Human Resources
IRS	Internal Revenue Service
ISR	Insurance service revenues
LIBOR	London Inter-bank Offered Rate
MD&A	Management's Discussion and Analysis of Financial Condition and Results of Operations
NIM	Net Insurance Margin
NISR	Net Insurance Service Revenues
NSR	Net service revenues
OE	Operating expenses
PEO	Professional Employer Organization
PFC	Payroll funds collected
PPP	Paycheck Protection Program, a loan program administered by the U.S. Small Business Administration
PSR	Professional service revenues
Recovery Credit	Program to provide clients with one-time reductions against fees for future services
Reg FD	Regulation Fair Disclosure
ROU	Right-of-use
RSA	Restricted Stock Award
RSU	Restricted Stock Unit
SBC	Stock Based Compensation
S&M	Sales and marketing
S&P	Standard & Poor's
SD&P	Systems development and programming
SEC	U.S. Securities and Exchange Commission
SMB	Small and medium-size business
U.S.	United States
WSE	Worksite employee
YTD	Year to date

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FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents

Cautionary Note Regarding Forward-Looking Statements

For purposes of this Quarterly Report on Form 10-Q (Form 10-Q), the terms “TriNet,” “the Company,” “we,” “us” and “our” refer to TriNet Group, Inc., and its subsidiaries. This Form 10-Q contains 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. Forward-looking statements are often identified by the use of words such as, but not limited to, "ability," “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “hope,” "impact," “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” "value," “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Examples of forward-looking statements include, among others, TriNet’s expectations regarding: our ability to support the economic recovery of our clients and SMBs; our ability to respond appropriately to the impact of COVID-19 on our business and our clients' businesses; the impact of our Connect 360 service model; the effect that our offering of $500 million of our 3.50% senior notes and of our replacement of our existing revolving facility with our new $500 million revolving facility will have on our business; the timing and strategies we employ with respect to corporate investments and capital expenditures; expectations regarding medical utilization rates by our WSEs; the impact of the COVID-19 pandemic on regulations and government programs; the impact of our Recovery Credit program and our 2021 Credit Program and their suitability for generating client loyalty and retention; our ability to modify or develop service offerings to assist clients affected by COVID-19; the impact of our vertical approach; our ability to leverage our scale and industry HR experience to deliver vertical service offerings; the growth of our client base; planned improvements to our technology platform; our ability to drive operating efficiencies and improve the client experience; the impact of our client service initiatives; the volume and severity of insurance claims and the impact of COVID-19 on those claims; metrics that may be indicators of future financial performance; the relative value of our benefit offerings versus those SMBs can independently obtain; the principal competitive drivers in our market; our plans to retain clients and manage client attrition; our investment strategy and its impact on our ability to generate future interest income, net income, and Adjusted EBITDA; seasonal trends and their impact on our business, including due to COVID-19; fluctuations in the period-to-period timing of when we incur certain operating expenses; the estimates and assumptions we use to prepare our financial statements; and other expectations, outlooks and forecasts on our future business, operational and financial performance.

Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements are discussed above and throughout our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 16, 2021 (our 2020 Form 10-K), including those appearing under the heading “Risk Factors” in Item 1A, and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our 2020 Form 10-K, as well as in our other periodic filings with the SEC, and including risk factors associated with: 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.

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FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents

Forward-looking statements are not guarantees of future performance, but are based on management’s expectations as of the date of this Form 10-Q 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 results, performance or achievements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this Form 10-Q, and any forward-looking statements made by us in this Form 10-Q speak only as of the date of this Form 10-Q. We undertake no obligation to revise or update any of the information provided in this Form 10-Q, except as required by law.

The MD&A of this Form 10-Q includes references to our performance measures presented in conformity with GAAP and 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 plans. Refer to the Non-GAAP Financial Measures within our MD&A for definitions and reconciliations from GAAP measures.

Website Disclosures

We use our website (www.trinet.com) to announce material non-public information to the public and to comply with our disclosure obligations under Regulation Fair Disclosure (Reg FD). We also use our website to communicate with the public about our Company, our services, and other matters. Our SEC filings, press releases and recent public conference calls and webcasts can also be found on our website. The information we post on our website could be deemed to be material information under Reg FD. We encourage investors and others interested in our Company to review the information we post on our website. Information contained in or accessible through our website is not a part of this report.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Overview

TriNet is a leading provider of HR expertise, payroll services, employee benefits and employment risk mitigation services for SMBs. We deliver a comprehensive suite of services that help our clients administer and manage various HR-related needs and functions, such as compensation and benefits, payroll processing, employee data, health insurance and workers' compensation programs, and other transactional HR needs using our technology platform and HR, benefits and compliance expertise. We empower SMBs to focus on what matters most - growing their business.

We leverage our scale and industry HR experience to deliver our service offerings for SMBs in specific industry verticals. We believe our vertical approach is a key differentiator for us and creates additional value for our clients driven by service offerings that are tailored to address industry-specific HR needs. We offer six industry-tailored vertical services: TriNet Financial Services, TriNet Life Sciences, TriNet Main Street, TriNet Nonprofit, TriNet Professional Services, and TriNet Technology.

Operational Highlights

Our consolidated results for the first quarter of 2021 reflect our continuing efforts to serve our existing clients throughout the COVID-19 pandemic and to support the economic recovery of SMBs. We will continue to monitor and evaluate developments relating to the COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on our business and our clients' businesses.

During the first quarter of 2021 we:

•delivered profitable growth as a result of revenue growth and lower insurance costs,

•launched 'Connect 360', an innovative service model intended to better meet client needs,

•continued to grow our revenues, while recognizing a $12 million revenue reduction for our Recovery Credit program to support our eligible, renewing clients,

•established our 2021 Credit Program to benefit our eligible clients, resulting in a $25 million reduction in insurance service revenues recognized,

•completed a $500 million senior notes offering and repaid and terminated our outstanding term loan, and

•replaced our existing revolving credit facility with a new $500 million revolving credit facility to provide additional financial flexibility.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Performance Highlights

Our results for the first quarter of 2021 when compared to the same period of 2020 are noted below:

Q1 2021

	$1.1B			$138M			$309M
	Total revenues			Operating income			Net Service Revenues *
	1	%	increase	15	%	increase	9	%	increase
	$101M			$1.51			$111M
	Net income			Diluted EPS			Adjusted Net income *
	11	%	increase	15	%	increase	14	%	increase
*	Non-GAAP measure. See definitions below under the heading "Non-GAAP Financial Measures".

Our results for WSEs in the first quarter of 2021 when compared to the same period of 2020 were:

321,295			326,216
Average WSEs			Total WSEs
(4)	%	decrease	(3)	%	decrease

During the first quarter of 2021, we continued to achieve year-over-year revenue growth, reflecting our rate increases and higher health plan enrollment. This was partially offset by lower Average WSEs and a $12 million reduction recognized under our Recovery Credit program.

We also recognized a $25 million reduction to revenue under our 2021 Credit Program initiated in the first quarter of 2021. This amount reflects estimated credits that will be paid to eligible clients under this program, based on the expected performance of our health insurance costs in 2021, and is currently limited to $25 million. To the extent we experience higher than expected health insurance costs during the remainder of 2021, this estimate may be reduced.

During the first quarter of 2021, our Average WSEs declined 4% and total WSEs declined 3%, primarily as a result of the impact of COVID-19 on our clients in 2020 and seasonal attrition.

Decreases in medical services utilization, as a result of WSEs continuing to delay or avoid medical services during the COVID-19 pandemic, drove lower insurance costs, resulting in year-over-year increases in our net income, Net Service Revenue, and adjusted net income of 11%, 9% and 14%, respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Results of Operations

The following table summarizes our results of operations for the first quarter of 2021 when compared to the same period of 2020. For details of the critical accounting judgments and estimates that could affect the Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2020 Form 10-K.

	Three Months Ended March 31,
(in millions, except operating metrics data)	2021			2020			% Change
Income Statement Data:
Professional service revenues	$	153		$	156		(2)	%
Insurance service revenues	907			892			2
Total revenues	1,060			1,048			1
Insurance costs	751			765			(2)
Operating expenses	171			163			5
Total costs and operating expenses	922			928			(1)
Operating income	138			120			15
Other income (expense):
Interest expense, bank fees and other	(5)			(4)			25
Interest income	2			5			(60)
Income before provision for income taxes	135			121			12
Income taxes	34			30			13
Net income	$	101		$	91		11	%
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 measures (1):
Net Service Revenues	$	309		$	283		9	%
Net Insurance Service Revenues	$	156		$	127		23
Net Insurance Margin	17		%	14		%	2
Adjusted EBITDA	163			145			12
Adjusted Net income	111			97			14
Corporate Operating Cash Flows	131			119			10
Operating Metrics:
Average WSEs	321,295			336,348			(4)	%
Total WSEs	326,216			336,846			(3)

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

The following table summarizes our balance sheet data as of March 31, 2021 compared to December 31, 2020.

(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

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with 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.
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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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 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.

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
Net Insurance Margin	17		%	14		%

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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:

	Three Months Ended March 31,
(in millions)	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

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

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Operating Metrics

Worksite Employees (WSE)

Average WSE growth is a volume measure we use to monitor the performance of our business. We have historically experienced our highest volumes of changes in new and exiting clients during the first quarter of the year, as clients generally change their payroll service providers at the beginning of the payroll tax year. Average WSEs decreased 4% when comparing the first quarter of 2021 to the same period in 2020 due to lower Total WSEs at the beginning of 2021 compared to 2020 due to COVID-19 impact, combined with seasonal attrition and lower new sales. This was partially offset by increased hiring in all verticals of our installed base, especially in our technology, life sciences and financial services verticals.

Total WSEs can be used to estimate our beginning WSEs for the next period and, as a result, can be used as an indicator of our potential future success in growing our business and retaining clients.

Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HR solutions and services and the degree to which clients and WSEs elect to participate in our solutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we also focus on pricing strategies, benefit participation and service differentiation to expand our revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.

In addition to focusing on retaining and growing our WSE base, we continue to review acquisition opportunities that would add appropriately to our scale. We continue to invest in efforts intended to enhance client experiences and manage attrition, through operational and process improvements.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Total Revenues

Our revenues consist of professional service revenues (PSR) and insurance service revenues (ISR). PSR represents fees charged to clients for processing payroll-related transactions on behalf of our clients, access to our HR expertise, employment and benefit law compliance services, and other HR-related services. ISR consists of insurance-related billings and administrative fees collected from clients and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers.

In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Eligible clients will receive one-time reductions against fees for future services, accounted for as a discount, to be received over the following 12 months. We recognized a reduction in total revenues of $12 million in the first quarter of 2021 for the Recovery Credit, allocated proportionally to PSR ($5 million) and ISR ($7 million).

The reduction in revenue is estimated each period based on the timing of when eligible clients will receive the Recovery Credit and the ultimate amount of the total Recovery Credit. We will recognize a further $5 million reduction to revenues in 2021 for the remaining Recovery Credit over the period that our clients will earn the right to receive credits.

We also recognized a $25 million reduction to revenue under our 2021 Credit Program. This amount reflects estimated credits that will be paid to eligible clients under this program, based on the expected performance of our health insurance costs in 2021, and is currently limited to $25 million. These credits are recorded as a reduction to ISR and are payable within 12 months to eligible clients as of March 31, 2021. To the extent we experience higher than expected health insurance costs during the remainder of 2021, this estimate may be reduced.

Monthly total revenues per Average WSE is a measure we use to monitor the success of our pricing strategies. This measure increased 6% during the first quarter of 2021 compared to the same period in 2020.

We also use the following measures to further analyze changes in total revenue:

•Volume - the percentage change in period over period Average WSEs,

•Rate - the combined weighted average percentage changes in service fees for each vertical service and changes in service fees associated with each insurance service offering,

•Mix - the change in composition of Average WSEs within our verticals combined with the composition of our enrolled WSEs within our insurance service offerings, and

•Credit - the weighted average amounts recognized for the Recovery Credit and 2021 Credit programs.

PSR

ISR - % represents proportion of ISR to total revenues

The growth in total revenues, was primarily driven by rate increases and higher health plan enrollment in our insurance service offerings. This was partially offset by lower Average WSEs, the $12 million reduction recognized for our Recovery Credit and the $25 million reduction under our 2021 Credit Program.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Operating Income

Our operating income consists of total revenues less insurance costs and OE. Our insurance costs include insurance premiums for coverage provided by insurance carriers, reimbursement of claims payments made by insurance carriers or third-party administrators, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers. Our OE consists primarily of our corporate employees' compensation related expenses, which includes payroll, payroll taxes, SBC, bonuses, commissions and other payroll-and benefits-related costs.

The table below provides a view of the changes in components of operating income for the first quarter of 2021, as compared to the same period in 2020.

(in millions)
$120		First Quarter 2020 Operating Income
	+12	Higher total revenues, primarily as a result of increased health plan enrollment in our insurance service offerings, together with rate increases, partially offset by lower Average WSEs, the $12 million reduction recognized under our Recovery Credit and the $25 million reduction recognized under our 2021 Credit Program.
	+14	Lower insurance costs primarily as a result of lower utilization of medical services and lower Average WSEs, partially offset by higher health plan enrollments.
	-8	Higher OE primarily as a result of increased compensation to support initiatives to improve client experience, enhance service offerings, and improve processes.
$138		First Quarter 2021 Operating Income

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Professional Service Revenues

Our clients are billed on a fee per WSE per month per transaction. Our vertical approach provides us the flexibility to offer our clients in different industries with varied services at different prices, which we believe potentially reduces the value of solely using Average WSE and Total WSE counts as indicators of future potential revenue performance.

We also analyze changes in PSR with the following measures:

•Volume - the percentage change in period over period Average WSEs,

•Rate - the weighted average percentage change in fees for each vertical,

•Mix - the change in composition of Average WSEs across our verticals, and

•Recovery Credit - the weighted average amounts recognized for the Recovery Credit program.

The decrease in PSR reflects the decrease in Average WSEs and the $5 million Recovery Credit recognized in 2021, partially offset by rate increases.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Insurance Service Revenues

ISR consists of insurance services-related billings and administrative fees collected from clients and withheld from WSE payroll for health benefits and workers' compensation insurance provided by third-party insurance carriers.

We use the following measures to analyze changes in ISR:

•Volume - the percentage change in period over period Average WSEs,

•Rate - the weighted average percentage change in fees associated with each of our insurance service offerings,

•Mix - all other changes including the composition of our enrolled WSEs within our insurance service offerings (health plan enrollment), and

•Credit - the weighted average amounts recognized for the Recovery Credit and 2021 Credit programs.

The growth in ISR reflects rate increases and higher health plan enrollment by clients. This was partially offset by lower Average WSEs and the $7 million Recovery Credit and $25 million recognized under our 2021 Credit Program in 2021.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Insurance Costs

Insurance costs include insurance premiums for coverage provided by insurance carriers, payments for claims costs and other risk management services, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers.

We use the following measures to analyze changes in insurance costs:

•Volume - the percentage change in period over period Average WSEs,

•Rate - the weighted average percentage change in cost trend associated with each of our insurance service offerings, and

•Mix - all other changes including the composition of our enrolled WSEs within our insurance service offerings (health plan enrollment).

During the first quarter of 2021, we continued to experience higher than normal volatility and variability in the amounts that we pay for group health insurance expenses incurred by WSEs within our deductible layer under our risk-based health insurance policies. Stay-at-home orders and social distancing practices impacted WSEs utilization of outpatient medical services from mid-December 2020 through January 2021, causing the decrease in rate for the first quarter of 2021. The decrease in utilization in December 2020 resulted in larger positive claims development as our accrued health costs were paid during the first quarter of 2021. This was partially offset by a return to more normal utilization by end of March 2021, combined with COVID-19 testing, treatment and vaccination costs in 2021.

The decrease in volume in the first quarter of 2021, due to lower Average WSEs for the quarter, was offset by an increase in mix from higher health plan enrollments.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Net Service Revenues

NSR provides us with a comparable basis of revenues on a net basis, acts as the basis to allocate resources to different functions and helps us evaluate the effectiveness of our business strategies by each business function.

PSR

Net insurance service revenues - % represents proportion of Net Insurance Service Revenues to total Net Service Revenues

The primary drivers to the changes in our NSR are presented below:

(1)    Change in NISR is comprised of an increase in ISR of $15 million, offset by an increase in insurance costs of $14 million.

NIM was 17% for the first quarter of 2021, representing an increase of 3% when compared to the same period in 2020, due to higher ISR and lower utilization of medical services, as discussed previously.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Operating Expenses

OE includes cost of providing services (COPS), sales and marketing (S&M), general and administrative (G&A), systems development and programming (SD&P), and depreciation and amortization expenses (D&A).

We manage our OE and allocate resources across different business functions based on a percentage of NSR, which has decreased to 55% in the first quarter of 2021 from 58% when compared to the same period in 2020. The lower percentage of OE to NSR in 2021 when compared to 2020 was primarily driven by the increase in NSR.

We had approximately 2,600 corporate employees as of March 31, 2021 in 15 offices across the U.S. In the first quarter of 2021, we continued to exit expiring leases due to our evolving remote work practices and policies. Our corporate employees' compensation-related expenses represent a majority of our operating expenses. Compensation costs for our corporate employees include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expense represented 65% and 64% of our OE in the first quarters of 2021 and 2020, respectively.

During the first quarter of 2021, we experienced OE growth of 5% when compared to the same period in 2020. The ratio of OE to total revenues was 16% in the first quarter of 2021 and 2020.

% represents portion of compensation related expense included in operating expenses

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

We analyze and present our OE based upon the business functions COPS, S&M, G&A and SD&P and D&A. The charts below provide a view of the expenses of the business functions. Dollars are presented in millions and percentages represent year-over-year change.

(in millions)
$163		Q1 2020 Operating Expenses
	+3	G&A increased, driven primarily by increases in compensation related expenses.
	+4	SD&P increased, driven primarily by higher consulting expenses as we continue to work to improve our client experience and our systems and processes.
	+1	D&A remained consistent to the first quarter of 2020.
$171		Q1 2021 Operating Expenses

The primary drivers to the changes in our OE are presented below:

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Other Income (Expense)

Other income (expense) consists primarily of interest and dividend income from investments, interest expense under our previous credit facility and interest on our 3.50% Senior Notes due 2029 (our 2029 Notes) issued in February 2021.

Interest income decreased in the first quarter of 2021 primarily due to lower average market interest rates. Interest expense, bank fees and other increased in the first quarter of 2021, as lower interest rates on our 2018 Term Loan for the two months outstanding was offset by higher interest on our 2029 Notes and costs incurred due to the early repayment and termination of our floating rate debt.

Income Taxes

Our effective tax rate (ETR) was 25% for the first quarter of 2021 and 2020.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. We believe that we have sufficient liquidity and capital resources to satisfy future requirements and meet our obligations to our clients, creditors and debt holders.

Included in our balance sheets are assets and liabilities resulting from transactions directly or indirectly associated with WSEs, including payroll and related taxes and withholdings, our sponsored workers' compensation and health insurance programs, and other benefit programs. Although we are not subject to regulatory restrictions that require us to do so, we distinguish and manage our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer obligations associated with our WSEs as follows:

	March 31, 2021						December 31, 2020
(in millions)	Corporate		WSE		Total		Corporate		WSE		Total
Current assets:
Cash and cash equivalents	$	500	$	—	$	500	$	301	$	—	$	301
Investments	71		—		71		57		—		57
Restricted cash, cash equivalents and investments	15		1,066		1,081		15		1,373		1,388
Other current assets	68		440		508		59		355		414
Total current assets	$	654	$	1,506	$	2,160	$	432	$	1,728	$	2,160
Total current liabilities	$	134	$	1,506	$	1,640	$	142	$	1,728	$	1,870
Working capital	$	520	$	—	$	520	$	290	$	—	$	290

Working capital for WSEs related activities

We designate funds to ensure that we have adequate current assets to satisfy our current obligations associated with WSEs, the Recovery Credit liability and 2021 Credit Program liability. We expect the Recovery Credit and 2021 Credit Program liability of $102 million as of March 31, 2021 to be settled over the following 12 months. We manage our WSE payroll and benefits obligations through collections of payments from our clients which generally occurs two to three days in advance of client payroll dates. We regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premium and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.

We manage our sponsored benefit and workers' compensation insurance obligations by maintaining collateral funds in restricted cash, cash equivalents and investments. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust our collateral balances when facts and circumstances change. We regularly review our collateral balances with our insurance carriers and anticipate funding further collateral in the future based upon our capital requirements. We classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of payments to carriers.

Working capital for corporate purposes

Corporate working capital as of March 31, 2021 increased $230 million from December 31, 2020, primarily driven by a $199 million increase in corporate unrestricted cash and cash equivalents.

We use our available cash and cash equivalents to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from corporate operating activities and the potential issuance of debt or equity securities. We believe our existing corporate cash and cash equivalents and positive working capital will be sufficient to meet our working capital expenditure needs for at least the next twelve months.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Cash Flows

The following table presents our cash flow activities for the stated periods:

	Three Months Ended March 31,
(in millions)	2021						2020
	Corporate		WSE		Total		Corporate		WSE		Total
Net cash provided by (used in):
Operating activities	$	131	$	(306)	$	(175)	$	119	$	(401)	$	(282)
Investing activities	6		(9)		(3)		(19)		(75)		(94)
Financing activities	56		—		56		185		—		185
Net increase (decrease) in cash and cash equivalents, unrestricted and restricted	$	193	$	(315)	$	(122)	$	285	$	(476)	$	(191)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	352		1,291		1,643		291		1,165		1,456
End of period	$	545	$	976	$	1,521	$	576	$	689	$	1,265
Net increase (decrease) in cash and cash equivalents:
Unrestricted	$	199	$	—	$	199	$	308	$	—	$	308
Restricted	(6)		(315)		(321)		(23)		(476)		(499)

Operating Activities

Components of net cash provided by operating activities are as follows:

	Three Months Ended March 31,
(in millions)	2021		2020
Net cash used in operating activities	$	(175)	$	(282)
Net cash used in operating activities - WSE	(306)		$	(401)
Net cash provided by operating activities - Corporate	131		119

The year-over-year change in net cash used in operating activities for WSE purposes was primarily driven by timing of client payments, payments of payroll and payroll taxes, settlement of the Recovery Credit, and insurance claim activities. We expect the changes in restricted cash and cash equivalents to correspond to WSE cash provided by (or used in) operations as we manage our obligations associated with WSEs through restricted cash.

Our corporate operating cash flows in the three months ended March 31, 2021 increased, when compared to the same period in 2020, due to the increase in our net income and the timing of our payments of corporate obligations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Investing Activities

Cash used in investing activities for the periods presented below primarily consisted of purchases of investments and capital expenditures, partially offset by proceeds from the sale and maturity of investments.

	Three Months Ended March 31,
(in millions)	2021		2020
Investments:
Purchases of investments	(82)		(155)
Proceeds from sale and maturity of investments	84		67
Cash provided by (used in) investments	$	2	$	(88)
Capital expenditures:
Software and hardware	$	(4)	$	(6)
Office furniture, equipment and leasehold improvements	(1)		—
Cash used in capital expenditures	$	(5)	$	(6)
Cash used in investing activities	$	(3)	$	(94)

Investments

We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our balance sheets as investments.

We also invest funds held as collateral to satisfy our long-term obligation towards workers' compensation liabilities. These investments are classified on our balance sheets as restricted cash, cash equivalents and investments. We review the amount and the anticipated holding period of these investments regularly in conjunction with our estimated long-term workers' compensation liabilities and anticipated claims payment trend. At March 31, 2021, our investments had a weighted average duration of less than 2 years and an average S&P credit rating of AA.

As of March 31, 2021, we held approximately $2.0 billion in restricted and unrestricted cash, cash equivalents and investments, of which $500 million was unrestricted cash and cash equivalents and $201 million was unrestricted investments. Refer to Note 2 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Capital Expenditures

During the three months ended March 31, 2021 and 2020, we continued to make investments in software and hardware and we enhanced our existing service offerings and technology platform. We expect capital investments in our software and hardware to continue in the future.

Financing Activities

Net cash provided by (used in) financing activities in the three months ended March 31, 2021 and 2020 consisted of our debt and equity-related activities.

	Three Months Ended March 31,
(in millions)	2021		2020
Financing activities
Repurchase of common stock, net of issuance	$	(65)	$	(43)
Draw down from revolving credit facility	—		234
Payment of long-term financing fees	(2)		—
Payment of debt issuance costs	(7)		—
Proceeds from issuance of 2029 Notes	500		—
Repayment of borrowings	(370)		(6)
Cash provided by financing activities	$	56	$	185

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

During the three months ended March 31, 2021, we repurchased 744,001 shares of our common stock for approximately $60 million through our stock repurchase program. As of March 31, 2021, approximately $298 million remained available for repurchase under all authorizations by our board of directors. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.

In February 2021, we issued $500 million aggregate principal amount of our 2029 Notes. $370 million of the proceeds was used to repay and terminate the 2018 Term Loan A. The remaining funds will be used for general corporate purposes. Refer to Note 6 in the condensed consolidated financial statements and related notes included in this Form 10-Q for further information.

In February 2021, concurrently with the closing of the 2029 Notes offering, we entered into a new $500 million revolving credit facility under a new credit agreement (our 2021 Credit Agreement). The 2021 Credit Agreement includes a $100 million letter of credit sub-facility and a $40 million swingline sub-facility. We also have the option to incur incremental credit facilities of up to the greater of $450 million and 100% of EBITDA for the most recent period of four fiscal quarters for which financial statements have been delivered. Such incremental facilities are subject to obtaining additional commitments from lenders.

Capital Resources

Sources of Funds

Our principal source of liquidity for operations is derived from cash provided by operating activities. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, and capital expenditures. Our cash flow related to WSE payroll and benefits is generally matched by advance collection from our clients. To minimize the credit risk associated with remitting the payroll and associated taxes and benefits costs, we require clients to prefund the payroll and related payroll taxes and benefits costs.

We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets and continuing cash flows from corporate operating activities.

Covenants

The Indenture governing the 2029 Notes includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.

The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios.

We were in compliance with all financial covenants under our 2021 Credit Agreement at March 31, 2021.

Critical Accounting Policies, Estimates and Judgments

There have been no material changes to our critical accounting policies as discussed in our 2020 Form 10-K.

Recent Accounting Pronouncements

There have been no material changes to our recent accounting pronouncements as discussed in our 2020 Form 10-K.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

Our exposure to changes in interest rates relates primarily to our investment portfolio. Changes in U.S. interest rates affect the interest earned on the Company's cash, cash equivalents and the fair value of our investments.

Our cash equivalents consist primarily of money market mutual funds, which are not significantly exposed to interest rate risk. Our investments are subject to interest rate risk because these securities generally include a fixed interest rate. As a result, the market values of these securities are affected by changes in prevailing interest rates. We attempt to limit our exposure to interest rate risk and credit risk by investing in instruments that meet the minimum credit quality, liquidity, diversification and other requirements of our investment policy. Our investments consist of liquid, investment-grade securities. The risk of rate changes on investment balances was not material at March 31, 2021 and December 31, 2020.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES Table of Contents

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2021, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of such date in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

We have concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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FINANCIAL STATEMENTS Table of Contents

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

 See accompanying notes.

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FINANCIAL STATEMENTS Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	March 31,		December 31,
(in millions, except share and per share data)	2021		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
Commitments and contingencies (see Note 7)
Stockholders' equity:
Preferred stock	—		—
($0.000025 par value per share; 20,000,000 shares authorized; no shares issued or outstanding at March 31, 2021 and December 31, 2020)
Common stock and additional paid-in capital	758		747
($0.000025 par value per share; 750,000,000 shares authorized; 65,881,233 and 66,456,663 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively)
Accumulated deficit	(108)		(144)
Accumulated other comprehensive income	3		4
Total stockholders' equity	653		607
Total liabilities & stockholders' equity	$	3,005	$	3,043

See accompanying notes.

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FINANCIAL STATEMENTS Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

	Three Months Ended March 31,
(in millions)	2021		2020
Total Stockholders' Equity, beginning balance	$	607	$	475
Common Stock and Additional Paid-In Capital
Beginning balance	747		694
Stock based compensation expense	11		9
Ending balance	758		703
Accumulated Deficit
Beginning balance	(144)		(219)
Net income	101		91
Repurchase of common stock	(60)		(40)
Awards effectively repurchased for required employee withholding taxes	(5)		(4)
Ending balance	(108)		(172)
Accumulated Other Comprehensive Income
Beginning balance	4		—
Other comprehensive (loss) income	(1)		2
Ending balance	3		2
Total Stockholders' Equity, ending balance	$	653	$	533

See accompanying notes.

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FINANCIAL STATEMENTS Table of Contents

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	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

See accompanying notes.

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FINANCIAL STATEMENTS Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

TriNet Group, Inc. (TriNet, or the Company, we, our and us), a professional employer organization, provides comprehensive human resources solutions for small and medium-size businesses under a co-employment model. These HR solutions include multi-state payroll processing and tax administration, employee benefits programs, including health insurance and retirement plans, workers' compensation insurance and claims management, employment and benefit law compliance, and other HR-related services. Through the co-employment relationship, we are the employer of record for certain employment-related administrative and regulatory purposes for the worksite employees (WSEs), including:

•compensation through wages and salaries,

•certain employer payroll-related tax payments,

•employee payroll-related tax withholdings and payments,

•employee benefit programs, including health and life insurance, and others, and

•workers' compensation coverage.

Our clients are responsible for the day-to-day job responsibilities of the WSEs.

We operate in one reportable segment. All of our service revenues are generated from external clients. Less than 1% of our revenue is generated outside of the U.S.

Basis of Presentation

These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Form 10-K).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts and related disclosures.

These estimates are based on historical experience and on various other assumptions that we believe to be reasonable from the facts available to us. Some of the assumptions are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial statements could be materially affected.

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Revenue Recognition

Performance Obligations

In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Under this one-time program eligible clients will receive reductions against fees for future services, accounted for as a discount, over the following 12 months. This option to renew future services at a discount represents a material right and is accounted for as a performance obligation (Recovery Credit). This performance obligation will be satisfied when the clients have successfully renewed the services contracts and the future services are transferred. 

The consideration we receive that is allocated to this performance obligation is deferred as an unsatisfied performance obligation and is included in client deposits and other client liabilities on the balance sheet. The amount of consideration we defer each period is dependent on the timing of when eligible clients will receive the Recovery Credit, which is subject to a limit on the total amount of $145 million.

The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows:

	Three Months Ended March 31,
(in millions)	2021
Balance at beginning of period	$	92
(+) Accruals	12
(-) Distributions to clients	(27)
Balance at end of period	$	77

Variable Consideration and Pricing Allocation

Our contracts with clients generally do not include any variable consideration. However, from time to time, we may offer credits to our clients considered to be variable consideration. Incentive credits related to contract renewals are recorded as a reduction to revenue as part of the transaction price at contract inception and are allocated among the performance obligations based on their relative standalone selling prices. Credits based on the performance of our insurance costs are recorded as a reduction to insurance services revenues and included in client deposits and other client liabilities on the balance sheet. In the three months ended March 31, 2021, we accrued $25 million under our 2021 Credit Program, payable within 12 months to eligible clients as of March 31, 2021, related to the expected performance of our health insurance costs for the year.

Accrued Health Insurance Costs

We sponsor and administer a number of employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the three months ended March 31, 2021, a majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.

Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon external actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates.

In certain carrier contracts we are required to prepay the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of March 31, 2021 and December 31, 2020, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $52 million and $49 million, respectively. When the prepaid amount is in excess of our recorded liability the net asset position is included in prepaid expenses. As of March 31, 2021 and December 31, 2020, accrued health insurance costs offsetting prepaid expenses were $70 million and $58 million, respectively.

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FINANCIAL STATEMENTS Table of Contents

NOTE 2. CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

Under the terms of the agreements with certain of our workers' compensation and health benefit insurance carriers, we are required to maintain collateral in trust accounts for the benefit of specified insurance carriers and to reimburse the carriers’ claim payments within our deductible layer. We invest a portion of the collateral amounts in marketable securities. We report the current and noncurrent portions of these trust accounts as restricted cash, cash equivalents and investments on the consolidated balance sheets.

We require our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. This prefund is included in restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other payroll withholdings.

We also invest available corporate funds, primarily in fixed income securities which meet the requirements of our corporate investment policy and are classified as available for sale (AFS).

Our total cash, cash equivalents and investments are summarized below:

	March 31, 2021						December 31, 2020
(in millions)	Cash and cash equivalents		Available-for-sale marketable securities		Total		Cash and cash equivalents		Available-for-sale marketable securities		Total
Cash and cash equivalents	$	500	$	—	$	500	$	301	$	—	$	301
Investments	—		71		71		—		57		57
Restricted cash, cash equivalents and investments:
Payroll funds collected	906		—		906		1,228		—		1,228
Collateral for health benefits claims	22		90		112		16		82		98
Collateral for workers' compensation claims	61		—		61		60		—		60
Other security deposits	2		—		2		2		—		2
Total restricted cash, cash equivalents and investments	991		90		1,081		1,306		82		1,388
Investments, noncurrent	—		130		130		—		138		138
Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	30		154		184		36		174		210
Total	$	1,521	$	445	$	1,966	$	1,643	$	451	$	2,094

NOTE 3. INVESTMENTS

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of our AFS investments as of March 31, 2021 and December 31, 2020 are presented below:

	March 31, 2021								December 31, 2020
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset-backed securities	$	25	$	—	$	—	$	25	$	24	$	—	$	—	$	24
Corporate bonds	121		2		—		123		126		2		—		128
U.S. government agencies and government- sponsored agencies	23		—		—		23		27		1		—		28
U.S. treasuries	256		3		—		259		261		4		—		265
Certificate of deposit	9		—		—		9		—		—		—		—
Other debt securities	6		—		—		6		6		—		—		6
Total	$	440	$	5	$	—	$	445	$	444	$	7	$	—	$	451

Gross unrealized losses were immaterial at March 31, 2021 and December 31, 2020.

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FINANCIAL STATEMENTS Table of Contents

Unrealized losses on fixed income securities are principally caused by changes in interest rates and the financial condition of the issuer. In analyzing an issuer's financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by credit rating agencies have occurred, and industry analysts' reports. As we have the ability to hold these investments until maturity, or for the foreseeable future, no decline was deemed to be other-than-temporary. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

The fair value of debt investments by contractual maturity are shown below:

(in millions)	March 31, 2021
One year or less	$	135
Over one year through five years	281
Over five years through ten years	5
Over ten years	24
Total fair value	$	445

The gross proceeds from sales and maturities of AFS securities for the three months ended March 31, 2021 and March 31, 2020 are presented below. We had immaterial gross realized gains and losses from sales of investments for the three months ended March 31, 2021 and 2020.

	Three Months Ended March 31,
(in millions)	2021		2020
Gross proceeds from sales	$	41	$	40
Gross proceeds from maturities	43		27
Total	$	84	$	67

NOTE 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

We use an independent pricing source to determine the fair value of our securities. The independent pricing source utilizes various pricing models for each asset class, including the market approach. The inputs and assumptions for the pricing models are market observable inputs including trades of comparable securities, dealer quotes, credit spreads, yield curves and other market-related data.

We have not adjusted the prices obtained from the independent pricing service and we believe the prices received from the independent pricing service are representative of the prices that would be received to sell the assets at the measurement date (exit price).

The carrying value of the Company's cash equivalents and restricted cash equivalents approximate their fair values due to their short-term maturities.

We did not have any Level 3 financial instruments recognized in our balance sheet as of March 31, 2021 and December 31, 2020. There were no transfers between levels as of March 31, 2021 and December 31, 2020.

Fair Value Measurements on a Recurring Basis

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of March 31, 2021 and December 31, 2020.

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FINANCIAL STATEMENTS Table of Contents

(in millions)	Level 1		Level 2		Total
March 31, 2021
Cash equivalents:
Money market mutual funds	$	127	$	—	127
Total cash equivalents	127		—		127
Investments:
Asset-backed securities	—		25		25
Corporate bonds	—		89		89
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		77		77
Other debt securities	—		6		6
Total investments	—		202		202
Restricted cash equivalents:
Money market mutual funds	95		—		95
Certificate of deposit	—		1		1
Commercial paper	—		—		—
Total restricted cash equivalents	95		1		96
Restricted investments:
Corporate bonds	—		34		34
U.S. government agencies and government-sponsored agencies	—		18		18
U.S. treasuries	—		182		182
Certificate of deposit	—		9		9
Total restricted investments	—		243		243
Total cash equivalents and investments and restricted cash equivalents and investments	$	222	$	446	$	668

(in millions)	Level 1		Level 2		Total
December 31, 2020
Cash equivalents
Money market mutual funds	$	2	$	—	$	2
U.S. treasuries	—		11		11
Total cash equivalents	2		11		13
Investments
Asset-backed securities	—		24		24
Corporate bonds	—		93		93
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		67		67
Other debt securities	—		6		6
Total investments	—		195		195
Restricted cash equivalents:
Money market mutual funds	99		—		99
Total restricted cash equivalents	99		—		99
Restricted investments:
Corporate bonds	—		35		35
U.S. government agencies and government-sponsored agencies	—		23		23
U.S. treasuries	—		198		198
Total restricted investments	—		256		256
Total investments and restricted cash equivalents and investments	$	101	$	462	$	563

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FINANCIAL STATEMENTS Table of Contents

Fair Value of Financial Instruments Disclosure

Long-Term Debt

As of December 31, 2020, our long-term debt was floating rate debt and the fair value approximated its carrying value (exclusive of issuance costs). The fair value of our floating rate debt was estimated based on a discounted cash flow, which incorporated credit spreads and market interest rates to estimate the fair value and was considered Level 3 in the hierarchy for fair value measurement.

The fair value of our 2029 Notes was obtained from a third-party pricing service and is based on observable market inputs. As such, the fair value of the senior notes is considered Level 2 in the hierarchy for fair value measurement. As of March 31, 2021, our 2029 Notes were carried at their cost, net of issuance costs, and had a fair value of $491 million.

Derivative Instruments

As of December 31, 2020, the fair value of the interest rate collar derivative, included in accounts payable and other current liabilities, was $1 million and was classified as Level 2 in the fair value hierarchy. In conjunction with the repayment and termination of our 2018 Term Loan, the interest rate collar derivative was terminated and settled and a realized loss of $1 million was recognized in net income for the three months ended March 31, 2021.

NOTE 5. ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
(in millions)	2021		2020
Total accrued costs, beginning of period	$	205	$	214
Incurred
Current year	16		20
Prior years	(4)		(3)
Total incurred	12		17
Paid
Current year	(1)		(1)
Prior years	(11)		(13)
Total paid	(12)		(14)
Total accrued costs, end of period	$	205	$	217

The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:

(in millions)	March 31, 2021		December 31, 2020
Total accrued costs, end of period	$	205	$	205
Collateral paid to carriers and offset against accrued costs	(8)		(8)
Total accrued costs, net of carrier collateral offset	$	197	$	197
Payable in less than 1 year (net of collateral paid to carriers of $2 and $3 at March 31, 2021 and December 31, 2020, respectively)	$	59	$	59
Payable in more than 1 year (net of collateral paid to carriers of $6 and $5 at March 31, 2021 and December 31, 2020, respectively)	138		138
Total accrued costs, net of carrier collateral offset	$	197	$	197

Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims.

As of March 31, 2021 and December 31, 2020, we had $44 million and $45 million, respectively, of collateral held by insurance carriers of which $8 million for both periods was offset against accrued workers' compensation costs as

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FINANCIAL STATEMENTS Table of Contents

the agreements permit and are net settled of insurance obligations against collateral held.

NOTE 6. LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENTS

As of March 31, 2021 and December 31, 2020, our long-term debt consisted of the following:

(in millions)	March 31, 2021			December 31, 2020
2018 Term Loan A	$	—		$	370
2029 Notes	500			—
Principal amount	500			370
Deferred issuance costs	(6)			—
Less: current portion	—			(22)
Long-term debt, noncurrent	$	494		$	348
Annual contractual interest rate	3.50		%	1.77		%
Effective interest rate	3.67		%	1.87		%

In June 2018 we entered into a $425 million term loan A (our 2018 Term Loan) under our 2018 credit agreement (our 2018 Credit Agreement). The 2018 Credit Agreement included a $250 million revolving credit facility (our 2018 Revolver). The 2018 Credit Agreement was terminated in February 2021.

In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes). The 2029 Notes are a senior unsecured obligation of TriNet Group, Inc. and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2029 Notes are due semi-annually in arrears on March 1 and September 1, beginning on September 1, 2021. The net proceeds were used to repay and terminate our 2018 Term Loan and for general corporate purposes.

We may voluntarily redeem the 2029 Notes, in whole or in part, 1) at any time prior to March 1, 2024 at (a) 100% of their principal amount, plus a “make whole” premium or (b) with the net cash proceeds received from an equity offering at a redemption price equal to 103.50% of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40% of the original aggregate principal amount of the 2029 Notes; 2) at any time on or after March 1, 2024 at a prepayment price equal to 101.75% of the principal amount; 3) at any time on or after March 1, 2025 at a prepayment price equal to 100.875%of the principal amount; and 4) at any time on or after March 1, 2026 at a prepayment price equal to 100% of the principal amount; in each case, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.

In February 2021, concurrently with the closing of the 2029 Notes offering, we entered into a new $500 million revolving facility (our 2021 Revolver) under a new credit agreement (our 2021 Credit Agreement) and the 2018 Credit Agreement was terminated. Letters of credit issued pursuant to the revolving facility reduce the amount available for borrowing under the 2021 Revolver. As of March 31, 2021, we had remaining capacity of $491 million under our 2021 Revolver.

The annual interest rate for borrowings under our 2021 Revolver is calculated based on an applicable London Interbank Offered Rate (LIBOR) tenor of our choosing, plus a margin of 1.25% to 2.00%, or, at our option, the alternative base rate (ABR), plus a margin of 0.25% to 1.00%. The applicable LIBOR or ABR margin is based on our Total Leverage Ratio, as defined in the 2021 Credit Agreement. The ABR is the highest of (a) the applicable Federal Reserve Bank of New York rate, as defined in our 2021 Credit Agreement plus 0.50% (b) the prime rate, and (c) one month LIBOR adjusted daily plus 1.00%.

In the event TriNet Group, Inc. receives a Corporate Issuer Credit Rating that is one level below investment grade rating or higher from at least two Nationally Recognized Statistical Rating Organizations, then rating based pricing applies and, for so long as rating based pricing applies, irrespective of the Total Leverage Ratio, the LIBOR margin will be 1.125% and the ABR margin will be 0.125%.

The indenture governing our 2029 Notes includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.

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FINANCIAL STATEMENTS Table of Contents

The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios. We were in compliance with all financial covenants under the 2021 Credit Agreement at March 31, 2021.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Contingencies

On September 29, 2020, a class action was filed in the United States District Court for the Middle District of Florida against the directors of certain TriNet subsidiaries and other TriNet employees on behalf of participants in two retirement plans available to TriNet’s eligible worksite employees, the TriNet 401(k) Plan and the TriNet Select 401(k) Plan. The complaint is similar to claims recently brought against a number of employers including PEOs and generally alleges that the defendants violated certain fiduciary obligations to Plan participants under the Employee Retirement Income Security Act of 1974 with respect to overseeing plan investment and recordkeeping fees. These claims are in the early stages, and we are unable to reasonably estimate any possible loss, or range of loss, with respect to this matter. We believe the claims are without merit.

We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, and claims arising in the ordinary course of our business, including disputes with our clients or various class action, collective action, representative action, and other proceedings arising from the nature of our co-employment relationship with our clients and WSEs in which we are named as a defendant. In addition, due to the nature of our co-employment relationship with our clients and WSEs, we could be subject to liability for federal and state law violations, even if we do not participate in such violations. While our agreements with our clients contain indemnification provisions related to the conduct of our clients, we may not be able to avail ourselves of such provisions in every instance. We have accrued our current best estimates of probable losses with respect to these matters, which are individually and in aggregate immaterial to our consolidated financial statements.

While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our consolidated financial position, results of operations, or cash flows. However, the unfavorable resolution of any particular matter or our reassessment of our exposure for any of the above matters based on additional information obtained in the future could have a material impact on our consolidated financial position, results of operations, or cash flows.

NOTE 8. STOCK BASED COMPENSATION

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Time-based RSUs and RSAs generally vest over a four-year term. Performance-based RSUs and RSAs are subject to vesting requirements and are earned, in part, based on certain financial performance metrics as defined in the grant notice. Actual number of shares earned may range from 0% to 200% of the target award. Performance-based awards granted in 2021 and 2020 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. RSUs and RSAs are generally forfeited if the participant terminates service prior to vesting.

The following tables summarize RSU and RSA activity for the three months ended March 31, 2021:

Time-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	1,230,071	30,026	1,260,097	$	54.04
Granted	456,421	—	456,421	83.11
Vested	(212,948)	(7,055)	(220,003)	45.14
Forfeited	(47,908)	—	(47,908)	56.14
Nonvested at March 31, 2021	1,425,636	22,971	1,448,607	$	64.48

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FINANCIAL STATEMENTS Table of Contents

Performance-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	167,127	16,052	183,179	$	52.89
Granted	232,815	—	232,815	68.27
Vested	(3,010)	(16,052)	(19,062)	47.61
Forfeited	(9,459)	—	(9,459)	52.86
Nonvested at March 31, 2021	387,473	—	387,473	$	62.39

Stock Based Compensation

Stock based compensation expense for stock based awards made to our employees pursuant to our equity plans were as follows:  

	Three Months Ended March 31,
(in millions)	2021		2020
Cost of providing services	$	3	$	2
Sales and marketing	1		2
General and administrative	6		5
Systems development and programming costs	1		—
Total stock based compensation expense	$	11	$	9

NOTE 9. STOCKHOLDERS’ EQUITY

Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021	2020
Shares issued and outstanding, beginning balance	66,456,663	69,065,491
Issuance of common stock from vested restricted stock units	215,958	173,629
Issuance of common stock from exercise of stock options	20,841	29,473
Repurchase of common stock	(744,001)	(747,417)
Awards effectively repurchased for required employee withholding taxes	(68,228)	(51,126)
Shares issued and outstanding, ending balance	65,881,233	68,470,050

Stock Repurchases

During the three months ended March 31, 2021, we repurchased 744,001 shares of common stock for approximately $60 million. We retire shares in the period they are acquired and account for the payment as a reduction to stockholders' equity. As of March 31, 2021, approximately $298 million remained available for further repurchases of our common stock under all authorizations from our board of directors under this program. This repurchase authorization has no expiration.

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FINANCIAL STATEMENTS Table of Contents

NOTE 10. INCOME TAXES

Our ETR was 25% for the three months ended March 31, 2021 and 2020.

During the three months ended March 31, 2021, there was a de minimis change in our unrecognized tax benefits. The total amount of gross interest and penalties accrued was immaterial. It is reasonably possible the amount of the unrecognized benefit could increase or decrease within the next twelve months for which an estimate of the impact on net income cannot be made.

We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. We are open to federal and significant state income tax examinations for tax years 2016 and subsequent years.

We previously paid Notices of Proposed Assessments disallowing employment tax credits totaling $11 million, plus interest of $4 million in connection with the IRS examination of Gevity HR, Inc. and its subsidiaries, which was acquired by TriNet in June 2009. TriNet filed suit in June 2016 to recover the disallowed credits, and the issue is being resolved through the litigation process. TriNet and the U.S. filed cross motions for summary judgment in federal district court. On September 17, 2018, the district court granted our motion for summary judgment and denied the U.S.'s motion. On January 18, 2019, the district court entered judgment in favor of TriNet in the amount of $15 million, plus interest. The U.S. filed a notice of appeal of the federal district court's decision on March 18, 2019. The U.S. filed its opening brief in the court of appeals on June 10, 2019 and we filed our answering brief on July 24, 2019 to which the government filed its reply brief on September 6, 2019. Oral arguments occurred on March 11, 2020. On November 5, 2020, the court of appeals affirmed the district court’s judgement in favor of TriNet. The April 5, 2021 deadline for the IRS to petition the Supreme Court for review passed without a petition. TriNet will pursue recovery of the judgment.

NOTE 11. EARNINGS PER SHARE (EPS)

The following table presents the computation of our basic and diluted EPS attributable to our common stock:

	Three Months Ended March 31,
(in millions, except per share data)	2021		2020
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Basic EPS	$	1.53	$	1.32
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Dilutive effect of stock options and restricted stock units	1		1
Weighted average shares of common stock outstanding	67		69
Diluted EPS	$	1.51	$	1.31
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	1		1

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OTHER INFORMATION Table of Contents

Legal Proceedings

For the information required in this section, refer to Note 7 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Risk Factors

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2020 Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

Not applicable.

(b) Use of Proceeds from Sales of Unregistered Securities

Not applicable.

(c) Issuer Purchases of Equity Securities

The following table provides information about our purchases of TriNet common stock during the quarter ended March 31, 2021:

Period	Total Number of Shares Purchased (1)	Weighted Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (2)	Approximate Dollar Value ($ millions) of Shares that May Yet be Purchased Under the Plans (3)
January 1- January 31, 2021	349,764	$	80.78	335,791	$	331
February 1 - February 28, 2021	390,545	$	80.97	338,735	$	303
March 1 - March 31, 2021	71,920	$	81.59	69,475	$	298
Total	812,229			744,001

(1) In May 2014, our board of directors approved a stock repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. From time to time, our board of directors authorizes increases to our stock repurchase program and approved an aggregate total of $951 million as of March 31, 2021. The total remaining authorization for future stock repurchases under our stock repurchase program was $298 million as of March 31, 2021. The program does not have an expiration date.

(2) Includes shares surrendered by employees to us to satisfy tax withholding obligations that arose upon vesting of restricted stock units granted pursuant to approved plans.

(3) We repurchased a total of approximately $60 million of our outstanding stock during the three months ended March 31, 2021.

We use our stock repurchase program to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plans and employee purchase plan. We plan to use current cash and cash generated from ongoing operating activities to fund our stock repurchase program.

Defaults Upon Senior Securities

Not applicable.

Mine Safety Disclosures

Not applicable.

Other Information

Not applicable.

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EXHIBITS Table of Contents

Exhibits

Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of TriNet Group, Inc.	8-K	001-36373	3.1	4/1/2014
3.2	Certificate of Correction of Amended and Restated Certificate of Incorporation of TriNet Group, Inc.	10-Q	001-36373	3.1	11/2/2017
3.2	Amended and Restated Bylaws of TriNet Group, Inc.	S-1/A	333-192465	3.4	3/4/2014
4.1	Registration Rights Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of February 1, 2017.	8-K	001-36373	4.1	2/2/2017
10.1	Indenture dated February 26, 2021, among the Company, the guarantors listed therein and U.S. Bank National Association, as trustees	8-K	001-36373	4.1	2/26/2021
10.2	Form of 3.500% Senior Notes due 2029 (Included in Indenture, dated February 26, 2021)	8-K	001-36373	4.2	2/26/2021
10.3	Credit Agreement, dated as of February 26, 2021, among TriNet USA, Inc. as borrower, TriNet Group, Inc. as Holdings, the lenders from time-to-time party thereto and JP Morgan Chase Bank N.A., as Administrative Agent	8-K	001-36373	10.1	2/26/2021
10.4	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2021					X
10.5	Form of Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2021					X
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

43

EXHIBITS Table of Contents

101.SCH	XBRL Taxonomy Extension Schema Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

* Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of TriNet Group, Inc.’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

44

SIGNATURES Table of Contents

SIGNATURES

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

	TRINET GROUP, INC.
Date: April 26, 2021		By:	/s/ Burton M. Goldfield
			Burton M. Goldfield
			Chief Executive Officer
Date: April 26, 2021		By:	/s/ Kelly Tuminelli
			Kelly Tuminelli
			Chief Financial Officer

45

EX-10.4

TRINET GROUP, INC.

RESTRICTED STOCK UNIT GRANT NOTICE

(2019 EQUITY INCENTIVE PLAN)

TriNet Group, Inc. (the “Company”), pursuant to the TriNet Group, Inc. 2019 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby awards to the Participant a time-based Restricted Stock Unit (“RSUs”) Award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Notice of Restricted Stock Unit Award (this “Notice”), including the vesting schedule set forth below, the Plan and the Restricted Stock Unit Award Agreement (the “RSU Agreement”) and the Restrictive Covenant Agreement, all of which are attached hereto and incorporated herein in their entirety (this Notice, the RSU Agreement, including any country-specific appendix attached thereto, collectively, the “Award Agreement”).  Except as otherwise indicated, any capitalized term used but not defined shall have the meaning ascribed to such term in Plan.

Participant:

Award Number:

Date of Grant:

Number of Shares Subject to Award:

Vesting Schedule:

Acceptance, Acknowledgment and Receipt

By accepting the Award Agreement, the Participant hereby:

•acknowledges receipt of, and represents that Participant understands, this Notice, the RSU Agreement, the Restrictive Covenant Agreement and the Plan;

•acknowledges and agrees that this Notice, the RSU Agreement (including any exhibits attached thereto), the Restrictive Covenant Agreement and the Plan set forth the entire understanding between the Participant and the Company regarding this Award and supersede all prior oral or written agreements, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to the Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law or listing standards applicable to the Company, and (iii) any written employment or severance arrangement that would provide for vesting acceleration;

•acknowledges and confirms the Participant’s consent to receive electronically the Award Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;

•acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant; and

•agrees that the electronic acceptance of the Award Agreement constitutes a legally binding acceptance of the Award Agreement, and that the electronic acceptance of the Award Agreement shall have the same force and effect as if the Award Agreement was physically signed.

TRINET GROUP, INC.

2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

The Participant has been granted an Award (the “Award”) of Restricted Stock Units (“RSUs”) pursuant to the TriNet Group, Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Grant Notice for this Award (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1.Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of RSUs is set forth in the Notice.

2.     Vesting Dates. Subject to Sections 3 and 4, the Award shall vest on the dates set forth in the Notice.

3.     Termination of Service. Except as otherwise provided for in any employment-related agreement between the Participant and the Company, upon a Termination of Service, the Committee, in its sole discretion, shall determine whether and to what extent any unvested RSUs may vest, settle, be paid or forfeited; provided that in the event of a Termination of Service for Cause, the Committee may determine whether and to what extent any vested RSUs may be forfeited. Absent such exercise of discretion, in the event of the Participant’s Termination of Service for any reason, any RSUs that are not vested as of the date of such Termination of Service will be forfeited without payment of any consideration to Participant.

4.      Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 12(b) of the Plan.

5.     Restrictive Covenants. As a condition precedent to the grant of the Award, the Participant agrees to be subject to the restrictive covenants as set forth in Appendix A (the “Restrictive Covenants Agreement”).

6.     Transfer of RSUs.

(a)    General Prohibition on Transfer. Except as may be permitted by the Committee, neither the Award nor any right under the Award shall be pledged, assignable, alienable, saleable or transferable by the Participant except as provided in this Section 6. This provision shall not apply to any portion of the Award that has been fully settled and shall not preclude forfeiture of any portion of the Award in accordance with the terms herein.

(b)    Death. The Award may be transferable by will or pursuant to the laws of descent and distribution. In addition, upon receiving written permission from the Board

or its duly authorized designee, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of the Participant’s death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which the Participant was entitled at the time of the Participant’s death pursuant to this Agreement. In the absence of such a designation, the Participant’s executor or administrator of his or her estate will be entitled to receive, on behalf of the Participant’s estate, such Common Stock or other consideration.

(c)    Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, the Participant may transfer the Award to a trust if that Participant is considered to be the sole beneficial owner (determined under Section 671 of the Internal Revenue Code (the “Code”) and applicable state law) while the Award is held in the trust, provided that the Participant and the trustee enter into transfer and other agreements required by the Company.

(d)    Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that the Participant and the designated transferee enter into transfer and other agreements required by the Company, the Participant may transfer the Award or the Participant’s right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. The Participant is encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order.

7.    Voting Rights. The Participant shall have no voting rights or any other rights as a stockholder of the Company with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.

8.    Dividend Equivalents. Except as provided in the Notice, if a cash dividend is declared on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the RSUs are distributed to the Participant pursuant to this Agreement, the Committee shall determine, in its sole discretion, whether the Participant will be eligible to receive an amount in cash (a “Dividend Equivalent”) equal to the dividend that the Participant would have received had the Shares underlying the RSUs been held by the Participant as of the time at which such dividend was declared. If applicable, each Dividend Equivalent will be paid to the Participant in cash as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date of the corresponding RSUs. For clarity, no Dividend Equivalent will be paid with respect to any RSUs that are forfeited.

9.    Distribution of Shares.

(a)    Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable

(and in no event later than 30 days) after the applicable Vesting Date, one Share for each such RSU. Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.

(b)    Notwithstanding the foregoing, in the event that (i) the Participant is subject to the Company’s policy permitting certain individuals to sell shares only during certain “window” periods, in effect from time to time or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant, as determined by the Company in accordance with such policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s Common Stock on the open market, and (ii) the Company elects not to satisfy its obligations for Tax-Related Items (as defined in Section 10(a) below) by withholding shares from the Participant’s distribution, then such shares will not be delivered on such Original Distribution Date and will instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares of Common Stock originally became vested. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. In all cases, the delivery of shares under this Award is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such manner.

10.    Responsibility for Taxes.

(a)    The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more

than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company and/or the Employer from time to time, which may include: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company or the Employer; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law.

(c)    The Participant acknowledges and agrees that, absent an affirmative election otherwise, such Tax-Related Items shall be satisfied through “net settlement” as set forth in Section 10(b)(iv).

(d)    Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent number of Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the settled Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(e)    Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

11.    Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the Award shall not be included in or deemed to be a part of (a) salary, normal salary or

other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Affiliate (including the Employer) or (c) any calculation of base pay or regular pay for any purpose.

12.    Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 19 (Cancellation or “Clawback” of Awards) of the Plan.

13.    Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

14.    Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

TriNet Group, Inc.

One Park Place

Suite 600

Dublin, CA 94568

Attention: Chief Legal Officer

If to the Participant, to the address of the Participant on file with the Company.

15.    No Right to Continued Service. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate (including the Employer).

16.    No Right to Future Awards. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

17.    Restrictive Legends. The shares issued under the Award will be endorsed with appropriate legends as determined by the Company.

18.    Entire Agreement. This Agreement, the Plan, the Notice and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

19.    Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.

20.    Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.

21.    Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

22.    Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23.    No Advice Regarding Grant; Opportunity to Obtain Advice of Counsel. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the Tax-Related Items arising in connection with the Award. By accepting the Award, the Participant acknowledges and agrees that he or she has done so or knowingly and voluntarily declined to do so. The Participant acknowledges and agrees that he or she has reviewed the Agreement, the Notice and the Plan in their entirety, including any exhibits or other documents

referred to herein or therein, and have had the opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understood the provisions of the Award.

24.    Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s or the Employer’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company or the Employer.

25.    Governing Law; Venue. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. Notwithstanding any arbitration agreement that otherwise may exist between the Participant and the Company, the Participant and the Company agree that, in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and the Participant and the Company instead hereby mutually confer exclusive jurisdiction and venue for any dispute in any way related to this Agreement on the state, provincial or federal court having original jurisdiction for the location in which the Participant last worked for the Company, and the Participant and the Company both agree not to bring any litigation in any way related to this Agreement in any other court or forum.

26.    Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement.

27.    References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

EXHIBIT A

RESTRICTIVE COVENANT AGREEMENT

    As a material condition to the grant of the Award provided for under the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (the “Award Agreement”) by and between the grant recipient (“Employee”) and TriNet Group, Inc. (collectively with its Subsidiaries and Affiliates, “TriNet”), Employee enters into and agrees to be bound by this Restrictive Covenant Agreement (the “Agreement”), made by and between Employee and TriNet effective as of the date Employee accepts the Award. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement or the TriNet Group, Inc. 2019 Equity Incentive Plan.

SECTION 1.Confidential Information.

1.1    Non-Disclosure. Employee agrees that during and after employment with TriNet, Employee will not (i) directly or indirectly disclose to any person or entity, or use, except for the sole benefit of TriNet, any of TriNet’s confidential or proprietary information or trade secrets (collectively, “Company Information”) or (ii) publish or submit for publication, any article or book relating to TriNet, its development projects, or other aspects of TriNet business. By way of illustration and not limitation, Company Information shall include TriNet’s trade secrets; research and development plans or projects; data and reports; computer materials such as software programs, instructions, source and object code, and printouts; products prospective products, inventions, developments, and discoveries; data compilations, development databases; business improvements; business plans (whether pursued or not); ideas; budgets; unpublished financial statements; licenses; pricing strategy and cost data; information regarding the skills and compensation of any employees, non-employee directors or consultants of TriNet (other than Employee); the personally identifying and protected health information of any employee, non-employee director or consultant of TriNet (other than Employee), including worksite employees of TriNet customers; lists of current and potential customers of TriNet; information about customers’ purchasing history, pricing, preferences and profitability; strategies, forecasts and other marketing information and techniques; employment and recruiting strategies and processes; sales practices, strategies, methods, forecasts, compensation plans, and other sales information; investor information; and the identities of TriNet’s suppliers, vendors, and contractors, and all information about those supplier, vendor and contractor relationships such as contact person(s), pricing and other terms. The definition of Company Information shall include both “know-how” (i.e., information about what works well) and “negative know-how” (i.e., information about what does not work well). Employee further acknowledges and agrees that all Company Information is confidential and proprietary and shall remain the exclusive property of TriNet.

1.1.1    Wisconsin. If Employee last worked for TriNet in Wisconsin, the restrictions set forth in Section 1.1 shall apply during Employee’s employment with TriNet and for eighteen (18) months after Employee’s employment with TriNet ends.

1.2    Improper Use of Trade Secret Information. In furtherance of Employee’s promises in this Section 1, Employee agrees that during Employee’s employment and for a

period of one year following termination of employment with TriNet, Employee will not, for Employee’s own benefit or for the benefit of a competitor of TriNet, use TriNet’s trade secrets, or use Employee’s knowledge of TriNet’s trade secret customer information, directly or indirectly, to (i) identify TriNet customers for solicitation; (ii) facilitate the solicitation of TriNet’s customers; or (iii) otherwise compete unfairly with TriNet.

SECTION 2.Permitted Disclosures. Nothing in this Agreement limits Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege, to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission or self-regulatory organization regarding possible legal violations, without disclosure to TriNet.  TriNet may not retaliate against Employee for any of these activities, and nothing in the Agreement requires Employee to waive any monetary award or other payment to which Employee might become entitled from the SEC or any other government agency or self-regulatory organization as a result of such communication. Employee understands that these restrictions on disclosure or use of Company Information shall not limit in any way any right Employee may have to disclose or use information, including but not limited to information about unlawful acts in the workplace such as sexual harassment, pursuant to the National Labor Relations Act or any other applicable federal, state, or local law, including the right to communicate with co-workers for the purpose of improving terms and conditions of employment. Moreover, nothing in this Agreement prohibits Employee from notifying TriNet that Employee is going to make a report or disclosure to law enforcement. Further, pursuant to the Defend Trade Secrets Act of 2016, Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by TriNet for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

SECTION 3.Notice of Resignation. In the event Employee resigns Employee’s employment with TriNet and is immediately prior to such resignation employed in the TriNet Sales department in any position, or in any other part of TriNet with a job code of Executive Director or above, excluding any “officers” of the Company (as such term is defined by Section 16 of the Securities Exchange Act of 1934, as amended) to help effectuate and ensure an orderly transition Employee shall provide TriNet with sixty (60) days’ notice of Employee’s resignation from TriNet as more specifically set forth in Sub-sections 3.1 through 3.4, below.

3.1.Sixty (60) Days’ Notice. Employee will provide sixty days’ notice of Employee’s resignation in writing submitted to Employee’s direct supervisor and the Human Resources Department via email to MYHR@trinet.com, and such written notice shall include a disclosure of any new position or affiliation Employee has accepted, intends to accept or is considering accepting upon expiration of the Notice Period. (The first sixty (60) days following submission

of a resignation in compliance with this Agreement as outlined below shall be the “Notice Period.”) Employee further agrees to give TriNet notice pursuant to this Section 3 immediately upon communicating to any prospective new employer that Employee has accepted or will be accepting an offer of employment with another employer.

3.2.        Duties and Cooperation During Notice Period. During the Notice Period Employee’s manager may ask Employee to take steps to help transition responsibility for ongoing projects and/or other job duties. Employee agrees to perform these duties and tasks, as Employee’s manager in his or her sole discretion may direct, including without limitation any or all of the following: (i) organize files and notes of any projects for transition; (ii) meet with Employee’s managers or their designee to review files and other data to help ensure that TriNet personnel are aware of and understand any files, projects or other business related data; (iii) meet with Employee’s manager or his/her designee to review the status of any projects, work, clients or personnel for which Employee was assigned responsibility, in order to help ensure that business needs may be seamlessly transitioned to and serviced by other TriNet personnel; (iv) otherwise being available to TriNet, as requested by Employee’s managers, to provide reasonable assistance to effectuate an orderly transition of files, projects, data, client service or personnel responsibilities, and any other job duties, prior to Employee’s last day of employment. The foregoing list is neither intended to be an exhaustive list of the transition-related tasks Employee may be required to perform, nor is it a promise that TriNet will have Employee engage in any or all of the listed tasks. There may be times during the Notice Period when TriNet is preparing for the transition in a way that does not involve Employee’s active engagement, and as such TriNet at its sole discretion may instruct Employee not to work or enter TriNet’s premises on some or all days of the Notice Period.

    3.3.Conduct During Notice Period. During the Notice Period, Employee will be a TriNet employee, will remain on TriNet’s payroll, will receive the same base rate of pay, and will continue to be eligible for all employee benefits just as in the period prior to Employee’s giving Notice of Resignation to TriNet. Employee’s primary job duties during the Notice Period will involve assisting TriNet to effectuate an orderly transition of duties to other TriNet personnel as assigned by Employee’s manager. During the Notice Period, Employee shall: (i) not discuss or communicate about Employee’s impending departure from TriNet with clients or others who are not employees of TriNet unless authorized in writing to do so by Employee’s manager; (ii) not take any TriNet data, records or information off the premises of any TriNet office or facility; (iii) access TriNet systems only with express permission of Employee’s manager (Employee understands that such accessibility may be terminated during the Notice Period); (iv) return to Employee’s TriNet manager, within one business day of tendering Employee’s notice of resignation, all files, data and information relating to TriNet clients or business which Employee may have had off premises during the course of Employee’s employment; (v) not use any social networking system or function to update any clients about Employee’s employment status with TriNet and/or any impending change of such status; and (vi) if Employee has had remote access to TriNet computer systems or if Employee has ever used a non-TriNet issued computer or electronic device for work, Employee will, upon TriNet’s request, make such personal computer(s) or other electronic devices available to TriNet and/or its computer forensic experts for imaging and searching to verify that all TriNet client data and any

other non-public information has been removed. Employee understands and agrees that a core purpose of the Notice Period is to enable the orderly transition of files, data and client responsibility to other TriNet employees, and accordingly Employee understands and agrees that TriNet is free to and may elect to engage in a variety of transition-related activities, including but not limited to notifying clients of Employee’s intent to leave TriNet, informing clients of the identity of other TriNet employees being assigned to service their accounts, introducing the clients to other TriNet personnel, and/or holding meetings with clients that may or may not include Employee, as Employee’s manager may elect. Employee agrees and understands that during the Notice Period, Employee owes TriNet an unmitigated duty of loyalty, and that Employee shall do nothing during the Notice Period that Employee intends or reasonably expects to further Employee’s personal interests or the interests of Employee’s new employer to the actual or potential detriment of TriNet.

    3.4.At Will. Employee understands and agrees that nothing in this Agreement changes Employee’s "at will" employment status, and that TriNet may end the employment relationship at any time, with or without notice, for any reason or no reason at all. Likewise, Employee is free to end the employment relationship at any time, subject only to Employee’s obligation to provide notice in the manner described herein. Without limitation of the foregoing, Employee understands that TriNet retains the right in its absolute and sole discretion to terminate Employee’s employment after receiving notice from Employee pursuant to this Agreement, at which point Employee’s employment and the Notice Period will come to an end (including any associated obligation by TriNet to continue Employee’s salary and benefits during the Notice Period), but in no event shall TriNet terminate Employee’s employment or the Notice Period sooner than two (2) weeks after the date on which Employee gives notice of resignation pursuant to Section 3 (provided, however, that TriNet retains the right as set forth above to determine what duties, if any, will be performed during such two-week period).

SECTION 4.Non-Solicitation.

4.1.Customer Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of such employment for any reason, solicit or attempt to solicit any of TriNet’s customers or the business or patronage of such customers, either for him/herself of on behalf of any other person, partnership, corporation, or other entity. This restriction is limited to (a) customers Employee serviced, solicited or interacted with at any time during the 24 months immediately preceding termination of employment with TriNet; (b) customers serviced or solicited by other TriNet employees whom Employee directly supervised during the 24 months immediately preceding termination of employment with TriNet; and (c) customers about whom Employee had access to Confidential Information during the 24 months immediately preceding termination of employment with TriNet.

    4.1.1.California & North Dakota. Sub-section 4.1, above, does not apply if the state in which Employee last worked for TriNet was California or North Dakota, provided, however, that with respect to Notice of Resignation and Non-Solicitation of customers Employee nevertheless is bound by the terms of Sections 3 and 1.2 above.

4.1.2.Oklahoma. Section 4.1 does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case Employee will not, during employment with TriNet and for twelve (12) months following termination or separation of employment for any reason, directly solicit TriNet’s Established Customers or the business or patronage of such Established Customers either for Employee’s own purposes or on behalf of any other person, partnership, corporation, or other entity. The term “Established Customers” in this Section 4.1.2. means customers who were active customers of TriNet at the time of termination of Employee’s employment with TriNet. This restriction on direct solicitation of Established Customers is further limited to (a) Established Customers that Employee serviced, solicited, or interacted with at any time during the 24 months immediately preceding Employee’s termination of employment with TriNet; and (b) Established Customers serviced or solicited by other TriNet employees whom Employee supervised during the 24 months immediately preceding Employee’s termination of employment with TriNet.

4.2.Employee Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of employment for any reason, solicit or recruit any TriNet employee(s), non-employee director(s) or consultant(s) of TriNet to accept a position with another company or entity, nor otherwise encourage or induce any TriNet employee, non-employee director or consultant to terminate their employment or affiliation with TriNet. This restriction applies only to (a) employees Employee supervised at any time during the 24 months immediately preceding termination of employment with TriNet, (b) employees with whom Employee worked in the same office at any time during the 24 months immediately preceding termination of employment with TriNet, and (c) employees with whom Employee otherwise had material contact at any time during the 24 months immediately preceding termination of employment with TriNet.

SECTION 5.Non-Competition. During Employee’s employment with TriNet, and for a period of twelve (12) months immediately following termination or separation of such employment for any reason, Employee will not, directly or indirectly, perform on behalf of a competitor the same or similar job duties that Employee performed in his/her last twelve (12) months of employment with TriNet. This restriction will only apply in the geographic territory for which Employee had responsibility in his/her last twelve (12) months of employment with TriNet. Additionally, this restriction will only apply to the performance of job duties competitive with a segment or business line of TriNet’s business in which Employee worked in his/her last twelve (12) months of employment with TriNet. Employee has the right to consult with Employee’s counsel prior to accepting this Agreement.

5.1.California, Oklahoma, Nebraska, North Dakota. Section 5, above, does not apply if the state in which Employee last worked for TriNet was California, Oklahoma or North Dakota.

5.2.Massachusetts. If Employee last worked for TriNet in Massachusetts, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes other mutually

agreed consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Massachusetts law relating to non-competition agreements.

5.3. Washington. If Employee last worked for TriNet in Washington and entered this Agreement at the outset of Employee’s employment, then Employee hereby acknowledges and agrees that Employee received written notice of the terms in Section 5 prior to accepting the offer of employment with TriNet. If Employee last worked for TriNet in Washington and entered this Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes independent consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Washington law relating to non-competition agreements.

5.4. Maine. If Employee last worked for TriNet in Maine, then Employee acknowledges and agrees that Employee received a copy of this Agreement at least three business days before Employee was required to sign the Agreement.

5.5. Oregon. If Employee last worked for TriNet in Oregon and entered this Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes a bona fide advancement of the Employee by TriNet supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Oregon law relating to non-competition agreements. Employee agrees that TriNet has a protectable interest based on Employee’s access to confidential information and/or trade secrets.

SECTION 6.Reasonableness of Restrictions. Employee acknowledges and agrees that compliance with the non-disclosure, non-solicitation, and non-competition covenants above is both reasonable and necessary to protect TriNet’s legitimate business interests, including its goodwill, its confidential business information, its customer and employee relationships and investment therein, and its reputation, and that Employee’s violation of these covenants is inconsistent with TriNet’s provision of equity ownership incentive grants as contemplated by the Award Agreement. Employee further acknowledges and agrees that Employee’s post-employment competition, and/or Employee’s solicitation of TriNet customers during this limited period of time, in violation of the non-competition and non-solicitation covenants above, would be contrary to the purpose, goal, and intent of TriNet’s agreement to provide Employee with the equity incentive award provided to Employee in the Award Agreement, and that but for Employee’s consent to such post-employment restrictions, the equity incentive award herein would not otherwise be awarded to Employee. Employee further acknowledges that Employee’s participation in equity ownership incentive grants is fully optional on the part of Employee, and that Employee opts to participate fully understanding that the foregoing covenants and restrictions would be conditions of such participation.

SECTION 7.Irreparable Harm/Injunctive Relief. Employee acknowledges and agrees that any breach of Employee’s obligations under the Non-Disclosure, Notice of Resignation, Non-Solicitation, and/or Non-Competition covenants above, as applicable, will result in irreparable and continuing harm and injury to TriNet for which there is no adequate remedy at law. Employee further agrees that in the event Employee breaches the non-disclosure, non-solicitation, and/or non-competition covenants, TriNet shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief to enforce the specific terms of these covenants. Employee further agrees and consents that in any action seeking temporary or preliminary injunctive relief to enforce any of the foregoing restrictions, TriNet and Employee shall be entitled to engage in expedited discovery in aid of proceedings seeking temporary and/or preliminary injunctive relief, including expedited document production, interrogatories, and depositions limited at the expedited stage to those topics that are relevant to temporary and/or preliminary injunctive relief.

SECTION 8.Other Provisions. If any provision of this Agreement is found to be invalid or unenforceable, the parties hereto agree that a court may modify, alter or amend such provision to the extent necessary to make it enforceable. If a court declines to modify, alter or amend the provision to make it enforceable, then the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is assignable by TriNet and will be binding upon and inure to the benefit of TriNet’s successors, assigns and affiliated entities. Employee agrees that, should TriNet, or any subsidiary or unit of TriNet in which Employee works, be acquired by, merge with, or otherwise combine with another business entity, TriNet’s rights under this Agreement will be automatically assigned to the surviving entity, and such entity will have all rights to enforce this Agreement. Employee hereby consents to any such actual or deemed automatic assignment. Notwithstanding the foregoing, Employee may not assign this Agreement.

SECTION 9.Governing Law; Venue; Integration. The terms of this Agreement and any disputes arising out of it shall be governed by, and construed in accordance with, the laws of the state or province in which Employee was last employed by TriNet, without giving effect to such state or province’s conflict of law principles. Employee agrees and understands that such state or province’s laws will govern as set forth herein regardless of whether Employee moves Employee’s residence or place of employment to another state or location after termination of employment with TriNet. Notwithstanding any arbitration agreement that otherwise may exist between Employee and TriNet, Employee and TriNet agree that in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and Employee and TriNet instead hereby mutually confer exclusive jurisdiction and venue for any dispute in any way related to this Agreement on the state, provincial or federal court having original jurisdiction for the location in which Employee last worked for TriNet, and Employee and TriNet both agree not to bring any litigation in any way related to this Agreement in any other court or forum. This Agreement replaces and supersedes any Restrictive Covenant Agreement contained in a prior Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement entered into by the parties.

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Employee understands and acknowledges that Employee has the right to consult with Employee’s attorney to obtain legal counsel prior to making the choice to accept this Agreement and the restrictions contained herein.

    IN WITNESS WHEREOF, Employee accepts the obligations under this Agreement and will be deemed to have accepted and signed this Agreement upon Employee’s acceptance of the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement to which it is attached.

EX-10.5

TRINET GROUP, INC.

RESTRICTED STOCK UNIT GRANT NOTICE

(2019 EQUITY INCENTIVE PLAN; PERFORMANCE AWARD)

TriNet Group, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby awards to Participant a performance-based Restricted Stock Unit Award in respect of the target and maximum number of restricted stock units (“RSUs”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein, including the vesting criteria set forth on ATTACHMENT I hereto (the “Vesting Criteria”), and in the Plan, the Restricted Stock Unit Award Agreement and the Restrictive Covenant Agreement, all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan or the Restricted Stock Unit Award Agreement.  In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control.

Participant:
Date of Grant:
Target Award:
Maximum Award:	200% of Target Award
Performance Period:	See ATTACHMENT I

Vesting Criteria: The Award will be eligible for vesting, contingent upon attainment of both the performance and service conditions specified on the attached ATTACHMENT I.

Issuance Schedule: The shares will be issued (to the extent any portion of the Award is earned and becomes vested in accordance with the Vesting Criteria) in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Award Agreement.

Additional Terms/Acknowledgements:  Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement, the Restrictive Covenant Agreement and the Plan.  Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement, the Restrictive Covenant Agreement and the Plan set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law or listing standards applicable to the Company, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein.

By accepting the Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement, the Restrictive Covenant

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Agreement and the Plan and agrees to all of the terms and conditions set forth in these documents. Furthermore, by accepting the Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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TRINET GROUP, INC.

2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

The Participant has been granted an Award (the “Award”) of Restricted Stock Units (“RSUs”) pursuant to the TriNet Group, Inc. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Grant Notice for this Award (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1.    Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of RSUs is set forth in the Notice.

2.    Vesting Dates. Subject to Sections 3 and 4, the Award shall vest on the dates set forth in the Notice.

3.    Termination of Service. Except as otherwise provided for in any employment-related agreement between the Participant and the Company, upon a Termination of Service, the Committee, in its sole discretion, shall determine whether and to what extent any unvested RSUs may vest, settle, be paid or forfeited; provided that in the event of a Termination of Service for Cause, the Committee may determine whether and to what extent any vested RSUs may be forfeited. Absent such exercise of discretion, in the event of the Participant’s Termination of Service for any reason, any RSUs that are not vested as of the date of such Termination of Service will be forfeited without payment of any consideration to Participant.

4.    Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 12(b) of the Plan.

5.    Restrictive Covenants. As a condition precedent to the grant of the Award, the Participant agrees to be subject to the restrictive covenants as set forth in Appendix A (the “Restrictive Covenants Agreement”).

6.    Transfer of RSUs.

(a)    General Prohibition on Transfer. Except as may be permitted by the Committee, neither the Award nor any right under the Award shall be pledged, assignable, alienable, saleable or transferable by the Participant except as provided in this Section 6. This provision shall not apply to any portion of the Award that has been fully settled and shall not preclude forfeiture of any portion of the Award in accordance with the terms herein.

(b)    Death. The Award may be transferable by will or pursuant to the laws of descent and distribution. In addition, upon receiving written permission from the Board

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or its duly authorized designee, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of the Participant’s death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which the Participant was entitled at the time of the Participant’s death pursuant to this Agreement. In the absence of such a designation, the Participant’s executor or administrator of his or her estate will be entitled to receive, on behalf of the Participant’s estate, such Common Stock or other consideration.

(c)    Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, the Participant may transfer the Award to a trust if that Participant is considered to be the sole beneficial owner (determined under Section 671 of the Internal Revenue Code (the “Code”) and applicable state law) while the Award is held in the trust, provided that the Participant and the trustee enter into transfer and other agreements required by the Company.

(d)    Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that the Participant and the designated transferee enter into transfer and other agreements required by the Company, the Participant may transfer the Award or the Participant’s right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. The Participant is encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order.

7.    Voting Rights. The Participant shall have no voting rights or any other rights as a stockholder of the Company with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.

8.    Dividend Equivalents. Except as provided in the Notice, if a cash dividend is declared on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the RSUs are distributed to the Participant pursuant to this Agreement, the Committee shall determine, in its sole discretion, whether the Participant will be eligible to receive an amount in cash (a “Dividend Equivalent”) equal to the dividend that the Participant would have received had the Shares underlying the RSUs been held by the Participant as of the time at which such dividend was declared. If applicable, each Dividend Equivalent will be paid to the Participant in cash as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date of the corresponding RSUs. For clarity, no Dividend Equivalent will be paid with respect to any RSUs that are forfeited.

9.    Distribution of Shares.

(a)    Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable

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(and in no event later than 30 days) after the applicable Vesting Date, one Share for each such RSU. Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.

(b)    Notwithstanding the foregoing, in the event that (i) the Participant is subject to the Company’s policy permitting certain individuals to sell shares only during certain “window” periods, in effect from time to time or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant, as determined by the Company in accordance with such policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s Common Stock on the open market, and (ii) the Company elects not to satisfy its obligations for Tax-Related Items (as defined in Section 10(a) below) by withholding shares from the Participant’s distribution, then such shares will not be delivered on such Original Distribution Date and will instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares of Common Stock originally became vested. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. In all cases, the delivery of shares under this Award is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such manner.

10.    Responsibility for Taxes.

(a)    The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more

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than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company and/or the Employer from time to time, which may include: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company or the Employer; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law.

(c)    The Participant acknowledges and agrees that, absent an affirmative election otherwise, such Tax-Related Items shall be satisfied through “net settlement” as set forth in Section 10(b)(iv).

(d)    Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent number of Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the settled Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(e)    Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

11.    Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the Award shall not be included in or deemed to be a part of (a) salary, normal salary or

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other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Affiliate (including the Employer) or (c) any calculation of base pay or regular pay for any purpose.

12.    Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 19 (Cancellation or “Clawback” of Awards) of the Plan.

13.    Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

14.    Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

TriNet Group, Inc.

One Park Place

Suite 600

Dublin, CA 94568

Attention: Chief Legal Officer

If to the Participant, to the address of the Participant on file with the Company.

15.    No Right to Continued Service. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate (including the Employer).

16.    No Right to Future Awards. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

17.    Restrictive Legends. The shares issued under the Award will be endorsed with appropriate legends as determined by the Company.

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18.    Entire Agreement. This Agreement, the Plan, the Notice and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

19.    Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.

20.    Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.

21.    Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

22.    Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23.    No Advice Regarding Grant; Opportunity to Obtain Advice of Counsel. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the Tax-Related Items arising in connection with the Award. By accepting the Award, the Participant acknowledges and agrees that he or she has done so or knowingly and voluntarily declined to do so. The Participant acknowledges and agrees that he or she has reviewed the Agreement, the Notice and the Plan in their entirety, including any exhibits or other documents

8

referred to herein or therein, and have had the opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understood the provisions of the Award.

24.    Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s or the Employer’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company or the Employer.

25.    Governing Law; Venue. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. Notwithstanding any arbitration agreement that otherwise may exist between the Participant and the Company, the Participant and the Company agree that, in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and the Participant and the Company instead hereby mutually confer exclusive jurisdiction and venue for any dispute in any way related to this Agreement on the state, provincial or federal court having original jurisdiction for the location in which the Participant last worked for the Company, and the Participant and the Company both agree not to bring any litigation in any way related to this Agreement in any other court or forum.

26.    Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement.

27.    References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

9

EXHIBIT A

10

RESTRICTIVE COVENANT AGREEMENT

    As a material condition to the grant of the Award provided for under the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (the “Award Agreement”) by and between the grant recipient (“Employee”) and TriNet Group, Inc. (collectively with its Subsidiaries and Affiliates, “TriNet”), Employee enters into and agrees to be bound by this Restrictive Covenant Agreement (the “Agreement”), made by and between Employee and TriNet effective as of the date Employee accepts the Award. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement or the TriNet Group, Inc. 2019 Equity Incentive Plan.

SECTION 1.Confidential Information.

1.1    Non-Disclosure. Employee agrees that during and after employment with TriNet, Employee will not (i) directly or indirectly disclose to any person or entity, or use, except for the sole benefit of TriNet, any of TriNet’s confidential or proprietary information or trade secrets (collectively, “Company Information”) or (ii) publish or submit for publication, any article or book relating to TriNet, its development projects, or other aspects of TriNet business. By way of illustration and not limitation, Company Information shall include TriNet’s trade secrets; research and development plans or projects; data and reports; computer materials such as software programs, instructions, source and object code, and printouts; products prospective products, inventions, developments, and discoveries; data compilations, development databases; business improvements; business plans (whether pursued or not); ideas; budgets; unpublished financial statements; licenses; pricing strategy and cost data; information regarding the skills and compensation of any employees, non-employee directors or consultants of TriNet (other than Employee); the personally identifying and protected health information of any employee, non-employee director or consultant of TriNet (other than Employee), including worksite employees of TriNet customers; lists of current and potential customers of TriNet; information about customers’ purchasing history, pricing, preferences and profitability; strategies, forecasts and other marketing information and techniques; employment and recruiting strategies and processes; sales practices, strategies, methods, forecasts, compensation plans, and other sales information; investor information; and the identities of TriNet’s suppliers, vendors, and contractors, and all information about those supplier, vendor and contractor relationships such as contact person(s), pricing and other terms. The definition of Company Information shall include both “know-how” (i.e., information about what works well) and “negative know-how” (i.e., information about what does not work well). Employee further acknowledges and agrees that all Company Information is confidential and proprietary and shall remain the exclusive property of TriNet.

1.1.1    Wisconsin. If Employee last worked for TriNet in Wisconsin, the restrictions set forth in Section 1.1 shall apply during Employee’s employment with TriNet and for eighteen (18) months after Employee’s employment with TriNet ends.

1.2    Improper Use of Trade Secret Information. In furtherance of Employee’s promises in this Section 1, Employee agrees that during Employee’s employment and for a

11

period of one year following termination of employment with TriNet, Employee will not, for Employee’s own benefit or for the benefit of a competitor of TriNet, use TriNet’s trade secrets, or use Employee’s knowledge of TriNet’s trade secret customer information, directly or indirectly, to (i) identify TriNet customers for solicitation; (ii) facilitate the solicitation of TriNet’s customers; or (iii) otherwise compete unfairly with TriNet.

SECTION 2.Permitted Disclosures. Nothing in this Agreement limits Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege, to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission or self-regulatory organization regarding possible legal violations, without disclosure to TriNet.  TriNet may not retaliate against Employee for any of these activities, and nothing in the Agreement requires Employee to waive any monetary award or other payment to which Employee might become entitled from the SEC or any other government agency or self-regulatory organization as a result of such communication. Employee understands that these restrictions on disclosure or use of Company Information shall not limit in any way any right Employee may have to disclose or use information, including but not limited to information about unlawful acts in the workplace such as sexual harassment, pursuant to the National Labor Relations Act or any other applicable federal, state, or local law, including the right to communicate with co-workers for the purpose of improving terms and conditions of employment. Moreover, nothing in this Agreement prohibits Employee from notifying TriNet that Employee is going to make a report or disclosure to law enforcement. Further, pursuant to the Defend Trade Secrets Act of 2016, Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by TriNet for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

SECTION 3.Notice of Resignation. In the event Employee resigns Employee’s employment with TriNet and is immediately prior to such resignation employed in the TriNet Sales department in any position, or in any other part of TriNet with a job code of Executive Director or above, excluding any “officers” of the Company (as such term is defined by Section 16 of the Securities Exchange Act of 1934, as amended) to help effectuate and ensure an orderly transition Employee shall provide TriNet with sixty (60) days’ notice of Employee’s resignation from TriNet as more specifically set forth in Sub-sections 3.1 through 3.4, below.

3.1.Sixty (60) Days’ Notice. Employee will provide sixty days’ notice of Employee’s resignation in writing submitted to Employee’s direct supervisor and the Human Resources Department via email to MYHR@trinet.com, and such written notice shall include a disclosure of any new position or affiliation Employee has accepted, intends to accept or is considering accepting upon expiration of the Notice Period. (The first sixty (60) days following submission

12

of a resignation in compliance with this Agreement as outlined below shall be the “Notice Period.”) Employee further agrees to give TriNet notice pursuant to this Section 3 immediately upon communicating to any prospective new employer that Employee has accepted or will be accepting an offer of employment with another employer.

3.2.        Duties and Cooperation During Notice Period. During the Notice Period Employee’s manager may ask Employee to take steps to help transition responsibility for ongoing projects and/or other job duties. Employee agrees to perform these duties and tasks, as Employee’s manager in his or her sole discretion may direct, including without limitation any or all of the following: (i) organize files and notes of any projects for transition; (ii) meet with Employee’s managers or their designee to review files and other data to help ensure that TriNet personnel are aware of and understand any files, projects or other business related data; (iii) meet with Employee’s manager or his/her designee to review the status of any projects, work, clients or personnel for which Employee was assigned responsibility, in order to help ensure that business needs may be seamlessly transitioned to and serviced by other TriNet personnel; (iv) otherwise being available to TriNet, as requested by Employee’s managers, to provide reasonable assistance to effectuate an orderly transition of files, projects, data, client service or personnel responsibilities, and any other job duties, prior to Employee’s last day of employment. The foregoing list is neither intended to be an exhaustive list of the transition-related tasks Employee may be required to perform, nor is it a promise that TriNet will have Employee engage in any or all of the listed tasks. There may be times during the Notice Period when TriNet is preparing for the transition in a way that does not involve Employee’s active engagement, and as such TriNet at its sole discretion may instruct Employee not to work or enter TriNet’s premises on some or all days of the Notice Period.

    3.3.Conduct During Notice Period. During the Notice Period, Employee will be a TriNet employee, will remain on TriNet’s payroll, will receive the same base rate of pay, and will continue to be eligible for all employee benefits just as in the period prior to Employee’s giving Notice of Resignation to TriNet. Employee’s primary job duties during the Notice Period will involve assisting TriNet to effectuate an orderly transition of duties to other TriNet personnel as assigned by Employee’s manager. During the Notice Period, Employee shall: (i) not discuss or communicate about Employee’s impending departure from TriNet with clients or others who are not employees of TriNet unless authorized in writing to do so by Employee’s manager; (ii) not take any TriNet data, records or information off the premises of any TriNet office or facility; (iii) access TriNet systems only with express permission of Employee’s manager (Employee understands that such accessibility may be terminated during the Notice Period); (iv) return to Employee’s TriNet manager, within one business day of tendering Employee’s notice of resignation, all files, data and information relating to TriNet clients or business which Employee may have had off premises during the course of Employee’s employment; (v) not use any social networking system or function to update any clients about Employee’s employment status with TriNet and/or any impending change of such status; and (vi) if Employee has had remote access to TriNet computer systems or if Employee has ever used a non-TriNet issued computer or electronic device for work, Employee will, upon TriNet’s request, make such personal computer(s) or other electronic devices available to TriNet and/or its computer forensic experts for imaging and searching to verify that all TriNet client data and any

13

other non-public information has been removed. Employee understands and agrees that a core purpose of the Notice Period is to enable the orderly transition of files, data and client responsibility to other TriNet employees, and accordingly Employee understands and agrees that TriNet is free to and may elect to engage in a variety of transition-related activities, including but not limited to notifying clients of Employee’s intent to leave TriNet, informing clients of the identity of other TriNet employees being assigned to service their accounts, introducing the clients to other TriNet personnel, and/or holding meetings with clients that may or may not include Employee, as Employee’s manager may elect. Employee agrees and understands that during the Notice Period, Employee owes TriNet an unmitigated duty of loyalty, and that Employee shall do nothing during the Notice Period that Employee intends or reasonably expects to further Employee’s personal interests or the interests of Employee’s new employer to the actual or potential detriment of TriNet.

    3.4.At Will. Employee understands and agrees that nothing in this Agreement changes Employee’s "at will" employment status, and that TriNet may end the employment relationship at any time, with or without notice, for any reason or no reason at all. Likewise, Employee is free to end the employment relationship at any time, subject only to Employee’s obligation to provide notice in the manner described herein. Without limitation of the foregoing, Employee understands that TriNet retains the right in its absolute and sole discretion to terminate Employee’s employment after receiving notice from Employee pursuant to this Agreement, at which point Employee’s employment and the Notice Period will come to an end (including any associated obligation by TriNet to continue Employee’s salary and benefits during the Notice Period), but in no event shall TriNet terminate Employee’s employment or the Notice Period sooner than two (2) weeks after the date on which Employee gives notice of resignation pursuant to Section 3 (provided, however, that TriNet retains the right as set forth above to determine what duties, if any, will be performed during such two-week period).

SECTION 4.Non-Solicitation.

4.1.Customer Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of such employment for any reason, solicit or attempt to solicit any of TriNet’s customers or the business or patronage of such customers, either for him/herself of on behalf of any other person, partnership, corporation, or other entity. This restriction is limited to (a) customers Employee serviced, solicited or interacted with at any time during the 24 months immediately preceding termination of employment with TriNet; (b) customers serviced or solicited by other TriNet employees whom Employee directly supervised during the 24 months immediately preceding termination of employment with TriNet; and (c) customers about whom Employee had access to Confidential Information during the 24 months immediately preceding termination of employment with TriNet.

    4.1.1.California & North Dakota. Sub-section 4.1, above, does not apply if the state in which Employee last worked for TriNet was California or North Dakota, provided, however, that with respect to Notice of Resignation and Non-Solicitation of customers Employee nevertheless is bound by the terms of Sections 3 and 1.2 above.

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4.1.2.Oklahoma. Section 4.1 does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case Employee will not, during employment with TriNet and for twelve (12) months following termination or separation of employment for any reason, directly solicit TriNet’s Established Customers or the business or patronage of such Established Customers either for Employee’s own purposes or on behalf of any other person, partnership, corporation, or other entity. The term “Established Customers” in this Section 4.1.2. means customers who were active customers of TriNet at the time of termination of Employee’s employment with TriNet. This restriction on direct solicitation of Established Customers is further limited to (a) Established Customers that Employee serviced, solicited, or interacted with at any time during the 24 months immediately preceding Employee’s termination of employment with TriNet; and (b) Established Customers serviced or solicited by other TriNet employees whom Employee supervised during the 24 months immediately preceding Employee’s termination of employment with TriNet.

4.2.Employee Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of employment for any reason, solicit or recruit any TriNet employee(s), non-employee director(s) or consultant(s) of TriNet to accept a position with another company or entity, nor otherwise encourage or induce any TriNet employee, non-employee director or consultant to terminate their employment or affiliation with TriNet. This restriction applies only to (a) employees Employee supervised at any time during the 24 months immediately preceding termination of employment with TriNet, (b) employees with whom Employee worked in the same office at any time during the 24 months immediately preceding termination of employment with TriNet, and (c) employees with whom Employee otherwise had material contact at any time during the 24 months immediately preceding termination of employment with TriNet.

SECTION 5.Non-Competition. During Employee’s employment with TriNet, and for a period of twelve (12) months immediately following termination or separation of such employment for any reason, Employee will not, directly or indirectly, perform on behalf of a competitor the same or similar job duties that Employee performed in his/her last twelve (12) months of employment with TriNet. This restriction will only apply in the geographic territory for which Employee had responsibility in his/her last twelve (12) months of employment with TriNet. Additionally, this restriction will only apply to the performance of job duties competitive with a segment or business line of TriNet’s business in which Employee worked in his/her last twelve (12) months of employment with TriNet. Employee has the right to consult with Employee’s counsel prior to accepting this Agreement.

5.1.California, Oklahoma, Nebraska, North Dakota. Section 5, above, does not apply if the state in which Employee last worked for TriNet was California, Oklahoma or North Dakota.

5.2.Massachusetts. If Employee last worked for TriNet in Massachusetts, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes other mutually

15

agreed consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Massachusetts law relating to non-competition agreements.

5.3. Washington. If Employee last worked for TriNet in Washington and entered this Agreement at the outset of Employee’s employment, then Employee hereby acknowledges and agrees that Employee received written notice of the terms in Section 5 prior to accepting the offer of employment with TriNet. If Employee last worked for TriNet in Washington and entered this Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes independent consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Washington law relating to non-competition agreements.

5.4. Maine. If Employee last worked for TriNet in Maine, then Employee acknowledges and agrees that Employee received a copy of this Agreement at least three business days before Employee was required to sign the Agreement.

5.5. Oregon. If Employee last worked for TriNet in Oregon and entered this Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in this Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes a bona fide advancement of the Employee by TriNet supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Oregon law relating to non-competition agreements. Employee agrees that TriNet has a protectable interest based on Employee’s access to confidential information and/or trade secrets.

SECTION 6.Reasonableness of Restrictions. Employee acknowledges and agrees that compliance with the non-disclosure, non-solicitation, and non-competition covenants above is both reasonable and necessary to protect TriNet’s legitimate business interests, including its goodwill, its confidential business information, its customer and employee relationships and investment therein, and its reputation, and that Employee’s violation of these covenants is inconsistent with TriNet’s provision of equity ownership incentive grants as contemplated by the Award Agreement. Employee further acknowledges and agrees that Employee’s post-employment competition, and/or Employee’s solicitation of TriNet customers during this limited period of time, in violation of the non-competition and non-solicitation covenants above, would be contrary to the purpose, goal, and intent of TriNet’s agreement to provide Employee with the equity incentive award provided to Employee in the Award Agreement, and that but for Employee’s consent to such post-employment restrictions, the equity incentive award herein would not otherwise be awarded to Employee. Employee further acknowledges that Employee’s participation in equity ownership incentive grants is fully optional on the part of Employee, and that Employee opts to participate fully understanding that the foregoing covenants and restrictions would be conditions of such participation.

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SECTION 7.Irreparable Harm/Injunctive Relief. Employee acknowledges and agrees that any breach of Employee’s obligations under the Non-Disclosure, Notice of Resignation, Non-Solicitation, and/or Non-Competition covenants above, as applicable, will result in irreparable and continuing harm and injury to TriNet for which there is no adequate remedy at law. Employee further agrees that in the event Employee breaches the non-disclosure, non-solicitation, and/or non-competition covenants, TriNet shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief to enforce the specific terms of these covenants. Employee further agrees and consents that in any action seeking temporary or preliminary injunctive relief to enforce any of the foregoing restrictions, TriNet and Employee shall be entitled to engage in expedited discovery in aid of proceedings seeking temporary and/or preliminary injunctive relief, including expedited document production, interrogatories, and depositions limited at the expedited stage to those topics that are relevant to temporary and/or preliminary injunctive relief.

SECTION 8.Other Provisions. If any provision of this Agreement is found to be invalid or unenforceable, the parties hereto agree that a court may modify, alter or amend such provision to the extent necessary to make it enforceable. If a court declines to modify, alter or amend the provision to make it enforceable, then the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is assignable by TriNet and will be binding upon and inure to the benefit of TriNet’s successors, assigns and affiliated entities. Employee agrees that, should TriNet, or any subsidiary or unit of TriNet in which Employee works, be acquired by, merge with, or otherwise combine with another business entity, TriNet’s rights under this Agreement will be automatically assigned to the surviving entity, and such entity will have all rights to enforce this Agreement. Employee hereby consents to any such actual or deemed automatic assignment. Notwithstanding the foregoing, Employee may not assign this Agreement.

SECTION 9.Governing Law; Venue; Integration. The terms of this Agreement and any disputes arising out of it shall be governed by, and construed in accordance with, the laws of the state or province in which Employee was last employed by TriNet, without giving effect to such state or province’s conflict of law principles. Employee agrees and understands that such state or province’s laws will govern as set forth herein regardless of whether Employee moves Employee’s residence or place of employment to another state or location after termination of employment with TriNet. Notwithstanding any arbitration agreement that otherwise may exist between Employee and TriNet, Employee and TriNet agree that in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and Employee and TriNet instead hereby mutually confer exclusive jurisdiction and venue for any dispute in any way related to this Agreement on the state, provincial or federal court having original jurisdiction for the location in which Employee last worked for TriNet, and Employee and TriNet both agree not to bring any litigation in any way related to this Agreement in any other court or forum. This Agreement replaces and supersedes any Restrictive Covenant Agreement contained in a prior Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement entered into by the parties.

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***

Employee understands and acknowledges that Employee has the right to consult with Employee’s attorney to obtain legal counsel prior to making the choice to accept this Agreement and the restrictions contained herein.

    IN WITNESS WHEREOF, Employee accepts the obligations under this Agreement and will be deemed to have accepted and signed this Agreement upon Employee’s acceptance of the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement to which it is attached.

18

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Burton M. Goldfield, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TriNet Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2021

/s/ Burton M. Goldfield

Burton M. Goldfield

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kelly Tuminelli, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TriNet Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 26, 2021

/s/ Kelly Tuminelli

Kelly Tuminelli

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TriNet Group, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ending March 31, 2021 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002), that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers reasonably deem appropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part of the Report or as a separate disclosure document and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

Date: April 26, 2021	/s/ Burton M. Goldfield
	Burton M. Goldfield
	Chief Executive Officer
Date: April 26, 2021	/s/ Kelly Tuminelli
	Kelly Tuminelli
	Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2021	Apr. 19, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-36373
Entity Registrant Name	TRINET GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3359658
Entity Address, Address Line One	One Park Place,
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Dublin,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94568
City Area Code	510
Local Phone Number	352-5000
Title of 12(b) Security	Common stock par value $0.000025 per share
Trading Symbol	TNET
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		65,881,650
Entity Central Index Key	0000937098
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total revenues	$ 1,060	$ 1,048
Costs and operating expenses:
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 (in dollars per share)	$ 1.53	$ 1.32
Diluted (in dollars per share)	$ 1.51	$ 1.31
Weighted average shares:
Basic (in shares)	66	68
Diluted (in shares)	67	69
Professional service revenues
Total revenues	$ 153	$ 156
Insurance service revenues
Total revenues	$ 907	$ 892

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
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
Current liabilities:
Accounts payable and other current liabilities	84	50
Long-term debt	0	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
Commitments and contingencies (see Note 7)
Stockholders' equity:
Preferred stock	0	0
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 & stockholders' equity	$ 3,005	$ 3,043

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.000025	$ 0.000025
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock
Common stock, par value (in dollars per share)	$ 0.000025	$ 0.000025
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	65,881,233	66,456,663
Common stock, shares outstanding (in shares)	65,881,233	66,456,663

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions	Total	Common Stock and Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Beginning balance at Dec. 31, 2019	$ 475	$ 694	$ (219)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense		9
Net income	91		91
Repurchase of common stock			(40)
Awards effectively repurchased for required employee withholding taxes			(4)
Other comprehensive (loss) income	2			2
Ending balance at Mar. 31, 2020	533	703	(172)	2
Beginning balance at Dec. 31, 2020	607	747	(144)	4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense		11
Net income	101		101
Repurchase of common stock	(60)		(60)
Awards effectively repurchased for required employee withholding taxes			(5)
Other comprehensive (loss) income	(1)			(1)
Ending balance at Mar. 31, 2021	$ 653	$ 758	$ (108)	$ 3

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 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	3	4
Accretion of discount rate on lease liabilities	1	0
Amortization of premium of investments	1	0
Stock based compensation	11	9
Changes in operating assets and liabilities:
Accounts receivable, net	13	0
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	0	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	0	234
Payment of long-term financing fees	(2)	0
Payment of debt issuance costs	(7)	0
Proceeds from issuance of 2029 Notes	500	0
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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Description of Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

TriNet Group, Inc. (TriNet, or the Company, we, our and us), a professional employer organization, provides comprehensive human resources solutions for small and medium-size businesses under a co-employment model. These HR solutions include multi-state payroll processing and tax administration, employee benefits programs, including health insurance and retirement plans, workers' compensation insurance and claims management, employment and benefit law compliance, and other HR-related services. Through the co-employment relationship, we are the employer of record for certain employment-related administrative and regulatory purposes for the worksite employees (WSEs), including:

•compensation through wages and salaries,

•certain employer payroll-related tax payments,

•employee payroll-related tax withholdings and payments,

•employee benefit programs, including health and life insurance, and others, and

•workers' compensation coverage.

Our clients are responsible for the day-to-day job responsibilities of the WSEs.

We operate in one reportable segment. All of our service revenues are generated from external clients. Less than 1% of our revenue is generated outside of the U.S.

Basis of Presentation

These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Form 10-K).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts and related disclosures.

These estimates are based on historical experience and on various other assumptions that we believe to be reasonable from the facts available to us. Some of the assumptions are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial statements could be materially affected.

Revenue Recognition

Performance Obligations

In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Under this one-time program eligible clients will receive reductions against fees for future services, accounted for as a discount, over the following 12 months. This option to renew future services at a discount represents a material right and is accounted for as a performance obligation (Recovery Credit). This performance obligation will be satisfied when the clients have successfully renewed the services contracts and the future services are transferred. 

The consideration we receive that is allocated to this performance obligation is deferred as an unsatisfied performance obligation and is included in client deposits and other client liabilities on the balance sheet. The amount of consideration we defer each period is dependent on the timing of when eligible clients will receive the Recovery Credit, which is subject to a limit on the total amount of $145 million.

The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows:

	Three Months Ended March 31,
(in millions)	2021
Balance at beginning of period	$	92
(+) Accruals	12
(-) Distributions to clients	(27)
Balance at end of period	$	77

Variable Consideration and Pricing Allocation

Our contracts with clients generally do not include any variable consideration. However, from time to time, we may offer credits to our clients considered to be variable consideration. Incentive credits related to contract renewals are recorded as a reduction to revenue as part of the transaction price at contract inception and are allocated among the performance obligations based on their relative standalone selling prices. Credits based on the performance of our insurance costs are recorded as a reduction to insurance services revenues and included in client deposits and other client liabilities on the balance sheet. In the three months ended March 31, 2021, we accrued $25 million under our 2021 Credit Program, payable within 12 months to eligible clients as of March 31, 2021, related to the expected performance of our health insurance costs for the year.

Accrued Health Insurance Costs

We sponsor and administer a number of employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the three months ended March 31, 2021, a majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.

Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon external actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates.

In certain carrier contracts we are required to prepay the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of March 31, 2021 and December 31, 2020, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $52 million and $49 million, respectively. When the prepaid amount is in excess of our recorded liability the net asset position is included in prepaid expenses. As of March 31, 2021 and December 31, 2020, accrued health insurance costs offsetting prepaid expenses were $70 million and $58 million, respectively.

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Cash, Cash Equivalents and Investments - Unrestricted and Restricted

3 Months Ended

Mar. 31, 2021

Cash and Cash Equivalents [Abstract]

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

Under the terms of the agreements with certain of our workers' compensation and health benefit insurance carriers, we are required to maintain collateral in trust accounts for the benefit of specified insurance carriers and to reimburse the carriers’ claim payments within our deductible layer. We invest a portion of the collateral amounts in marketable securities. We report the current and noncurrent portions of these trust accounts as restricted cash, cash equivalents and investments on the consolidated balance sheets.

We require our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. This prefund is included in restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other payroll withholdings.

We also invest available corporate funds, primarily in fixed income securities which meet the requirements of our corporate investment policy and are classified as available for sale (AFS).

Our total cash, cash equivalents and investments are summarized below:

	March 31, 2021						December 31, 2020
(in millions)	Cash and cash equivalents		Available-for-sale marketable securities		Total		Cash and cash equivalents		Available-for-sale marketable securities		Total
Cash and cash equivalents	$	500	$	—	$	500	$	301	$	—	$	301
Investments	—		71		71		—		57		57
Restricted cash, cash equivalents and investments:
Payroll funds collected	906		—		906		1,228		—		1,228
Collateral for health benefits claims	22		90		112		16		82		98
Collateral for workers' compensation claims	61		—		61		60		—		60
Other security deposits	2		—		2		2		—		2
Total restricted cash, cash equivalents and investments	991		90		1,081		1,306		82		1,388
Investments, noncurrent	—		130		130		—		138		138
Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	30		154		184		36		174		210
Total	$	1,521	$	445	$	1,966	$	1,643	$	451	$	2,094

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Investments

3 Months Ended

Mar. 31, 2021

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

INVESTMENTS

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of our AFS investments as of March 31, 2021 and December 31, 2020 are presented below:

	March 31, 2021								December 31, 2020
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset-backed securities	$	25	$	—	$	—	$	25	$	24	$	—	$	—	$	24
Corporate bonds	121		2		—		123		126		2		—		128
U.S. government agencies and government- sponsored agencies	23		—		—		23		27		1		—		28
U.S. treasuries	256		3		—		259		261		4		—		265
Certificate of deposit	9		—		—		9		—		—		—		—
Other debt securities	6		—		—		6		6		—		—		6
Total	$	440	$	5	$	—	$	445	$	444	$	7	$	—	$	451

Gross unrealized losses were immaterial at March 31, 2021 and December 31, 2020.

Unrealized losses on fixed income securities are principally caused by changes in interest rates and the financial condition of the issuer. In analyzing an issuer's financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by credit rating agencies have occurred, and industry analysts' reports. As we have the ability to hold these investments until maturity, or for the foreseeable future, no decline was deemed to be other-than-temporary. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

The fair value of debt investments by contractual maturity are shown below:

(in millions)	March 31, 2021
One year or less	$	135
Over one year through five years	281
Over five years through ten years	5
Over ten years	24
Total fair value	$	445

The gross proceeds from sales and maturities of AFS securities for the three months ended March 31, 2021 and March 31, 2020 are presented below. We had immaterial gross realized gains and losses from sales of investments for the three months ended March 31, 2021 and 2020.

	Three Months Ended March 31,
(in millions)	2021		2020
Gross proceeds from sales	$	41	$	40
Gross proceeds from maturities	43		27
Total	$	84	$	67

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Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

We use an independent pricing source to determine the fair value of our securities. The independent pricing source utilizes various pricing models for each asset class, including the market approach. The inputs and assumptions for the pricing models are market observable inputs including trades of comparable securities, dealer quotes, credit spreads, yield curves and other market-related data.

We have not adjusted the prices obtained from the independent pricing service and we believe the prices received from the independent pricing service are representative of the prices that would be received to sell the assets at the measurement date (exit price).

The carrying value of the Company's cash equivalents and restricted cash equivalents approximate their fair values due to their short-term maturities.

We did not have any Level 3 financial instruments recognized in our balance sheet as of March 31, 2021 and December 31, 2020. There were no transfers between levels as of March 31, 2021 and December 31, 2020.

Fair Value Measurements on a Recurring Basis

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of March 31, 2021 and December 31, 2020.

(in millions)	Level 1		Level 2		Total
March 31, 2021
Cash equivalents:
Money market mutual funds	$	127	$	—	127
Total cash equivalents	127		—		127
Investments:
Asset-backed securities	—		25		25
Corporate bonds	—		89		89
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		77		77
Other debt securities	—		6		6
Total investments	—		202		202
Restricted cash equivalents:
Money market mutual funds	95		—		95
Certificate of deposit	—		1		1
Commercial paper	—		—		—
Total restricted cash equivalents	95		1		96
Restricted investments:
Corporate bonds	—		34		34
U.S. government agencies and government-sponsored agencies	—		18		18
U.S. treasuries	—		182		182
Certificate of deposit	—		9		9
Total restricted investments	—		243		243
Total cash equivalents and investments and restricted cash equivalents and investments	$	222	$	446	$	668

(in millions)	Level 1		Level 2		Total
December 31, 2020
Cash equivalents
Money market mutual funds	$	2	$	—	$	2
U.S. treasuries	—		11		11
Total cash equivalents	2		11		13
Investments
Asset-backed securities	—		24		24
Corporate bonds	—		93		93
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		67		67
Other debt securities	—		6		6
Total investments	—		195		195
Restricted cash equivalents:
Money market mutual funds	99		—		99
Total restricted cash equivalents	99		—		99
Restricted investments:
Corporate bonds	—		35		35
U.S. government agencies and government-sponsored agencies	—		23		23
U.S. treasuries	—		198		198
Total restricted investments	—		256		256
Total investments and restricted cash equivalents and investments	$	101	$	462	$	563

Fair Value of Financial Instruments Disclosure

Long-Term Debt

As of December 31, 2020, our long-term debt was floating rate debt and the fair value approximated its carrying value (exclusive of issuance costs). The fair value of our floating rate debt was estimated based on a discounted cash flow, which incorporated credit spreads and market interest rates to estimate the fair value and was considered Level 3 in the hierarchy for fair value measurement.

The fair value of our 2029 Notes was obtained from a third-party pricing service and is based on observable market inputs. As such, the fair value of the senior notes is considered Level 2 in the hierarchy for fair value measurement. As of March 31, 2021, our 2029 Notes were carried at their cost, net of issuance costs, and had a fair value of $491 million.

Derivative Instruments

As of December 31, 2020, the fair value of the interest rate collar derivative, included in accounts payable and other current liabilities, was $1 million and was classified as Level 2 in the fair value hierarchy. In conjunction with the repayment and termination of our 2018 Term Loan, the interest rate collar derivative was terminated and settled and a realized loss of $1 million was recognized in net income for the three months ended March 31, 2021.

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Accrued Workers' Compensation Costs

3 Months Ended

Mar. 31, 2021

Insurance [Abstract]

ACCRUED WORKERS' COMPENSATION COSTS

ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
(in millions)	2021		2020
Total accrued costs, beginning of period	$	205	$	214
Incurred
Current year	16		20
Prior years	(4)		(3)
Total incurred	12		17
Paid
Current year	(1)		(1)
Prior years	(11)		(13)
Total paid	(12)		(14)
Total accrued costs, end of period	$	205	$	217

The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:

(in millions)	March 31, 2021		December 31, 2020
Total accrued costs, end of period	$	205	$	205
Collateral paid to carriers and offset against accrued costs	(8)		(8)
Total accrued costs, net of carrier collateral offset	$	197	$	197
Payable in less than 1 year (net of collateral paid to carriers of $2 and $3 at March 31, 2021 and December 31, 2020, respectively)	$	59	$	59
Payable in more than 1 year (net of collateral paid to carriers of $6 and $5 at March 31, 2021 and December 31, 2020, respectively)	138		138
Total accrued costs, net of carrier collateral offset	$	197	$	197

Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims.

As of March 31, 2021 and December 31, 2020, we had $44 million and $45 million, respectively, of collateral held by insurance carriers of which $8 million for both periods was offset against accrued workers' compensation costs as

the agreements permit and are net settled of insurance obligations against collateral held.

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Long-Term Debt and Revolving Credit Agreements

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENTS

LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENTS

As of March 31, 2021 and December 31, 2020, our long-term debt consisted of the following:

(in millions)	March 31, 2021			December 31, 2020
2018 Term Loan A	$	—		$	370
2029 Notes	500			—
Principal amount	500			370
Deferred issuance costs	(6)			—
Less: current portion	—			(22)
Long-term debt, noncurrent	$	494		$	348
Annual contractual interest rate	3.50		%	1.77		%
Effective interest rate	3.67		%	1.87		%

In June 2018 we entered into a $425 million term loan A (our 2018 Term Loan) under our 2018 credit agreement (our 2018 Credit Agreement). The 2018 Credit Agreement included a $250 million revolving credit facility (our 2018 Revolver). The 2018 Credit Agreement was terminated in February 2021.

In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes). The 2029 Notes are a senior unsecured obligation of TriNet Group, Inc. and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2029 Notes are due semi-annually in arrears on March 1 and September 1, beginning on September 1, 2021. The net proceeds were used to repay and terminate our 2018 Term Loan and for general corporate purposes.

We may voluntarily redeem the 2029 Notes, in whole or in part, 1) at any time prior to March 1, 2024 at (a) 100% of their principal amount, plus a “make whole” premium or (b) with the net cash proceeds received from an equity offering at a redemption price equal to 103.50% of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40% of the original aggregate principal amount of the 2029 Notes; 2) at any time on or after March 1, 2024 at a prepayment price equal to 101.75% of the principal amount; 3) at any time on or after March 1, 2025 at a prepayment price equal to 100.875%of the principal amount; and 4) at any time on or after March 1, 2026 at a prepayment price equal to 100% of the principal amount; in each case, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.

In February 2021, concurrently with the closing of the 2029 Notes offering, we entered into a new $500 million revolving facility (our 2021 Revolver) under a new credit agreement (our 2021 Credit Agreement) and the 2018 Credit Agreement was terminated. Letters of credit issued pursuant to the revolving facility reduce the amount available for borrowing under the 2021 Revolver. As of March 31, 2021, we had remaining capacity of $491 million under our 2021 Revolver.

The annual interest rate for borrowings under our 2021 Revolver is calculated based on an applicable London Interbank Offered Rate (LIBOR) tenor of our choosing, plus a margin of 1.25% to 2.00%, or, at our option, the alternative base rate (ABR), plus a margin of 0.25% to 1.00%. The applicable LIBOR or ABR margin is based on our Total Leverage Ratio, as defined in the 2021 Credit Agreement. The ABR is the highest of (a) the applicable Federal Reserve Bank of New York rate, as defined in our 2021 Credit Agreement plus 0.50% (b) the prime rate, and (c) one month LIBOR adjusted daily plus 1.00%.

In the event TriNet Group, Inc. receives a Corporate Issuer Credit Rating that is one level below investment grade rating or higher from at least two Nationally Recognized Statistical Rating Organizations, then rating based pricing applies and, for so long as rating based pricing applies, irrespective of the Total Leverage Ratio, the LIBOR margin will be 1.125% and the ABR margin will be 0.125%.

The indenture governing our 2029 Notes includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.

The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios. We were in compliance with all financial covenants under the 2021 Credit Agreement at March 31, 2021.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Contingencies

On September 29, 2020, a class action was filed in the United States District Court for the Middle District of Florida against the directors of certain TriNet subsidiaries and other TriNet employees on behalf of participants in two retirement plans available to TriNet’s eligible worksite employees, the TriNet 401(k) Plan and the TriNet Select 401(k) Plan. The complaint is similar to claims recently brought against a number of employers including PEOs and generally alleges that the defendants violated certain fiduciary obligations to Plan participants under the Employee Retirement Income Security Act of 1974 with respect to overseeing plan investment and recordkeeping fees. These claims are in the early stages, and we are unable to reasonably estimate any possible loss, or range of loss, with respect to this matter. We believe the claims are without merit.

We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, and claims arising in the ordinary course of our business, including disputes with our clients or various class action, collective action, representative action, and other proceedings arising from the nature of our co-employment relationship with our clients and WSEs in which we are named as a defendant. In addition, due to the nature of our co-employment relationship with our clients and WSEs, we could be subject to liability for federal and state law violations, even if we do not participate in such violations. While our agreements with our clients contain indemnification provisions related to the conduct of our clients, we may not be able to avail ourselves of such provisions in every instance. We have accrued our current best estimates of probable losses with respect to these matters, which are individually and in aggregate immaterial to our consolidated financial statements.

While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our consolidated financial position, results of operations, or cash flows. However, the unfavorable resolution of any particular matter or our reassessment of our exposure for any of the above matters based on additional information obtained in the future could have a material impact on our consolidated financial position, results of operations, or cash flows.

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Stock Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Time-based RSUs and RSAs generally vest over a four-year term. Performance-based RSUs and RSAs are subject to vesting requirements and are earned, in part, based on certain financial performance metrics as defined in the grant notice. Actual number of shares earned may range from 0% to 200% of the target award. Performance-based awards granted in 2021 and 2020 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. RSUs and RSAs are generally forfeited if the participant terminates service prior to vesting.

The following tables summarize RSU and RSA activity for the three months ended March 31, 2021:

Time-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	1,230,071	30,026	1,260,097	$	54.04
Granted	456,421	—	456,421	83.11
Vested	(212,948)	(7,055)	(220,003)	45.14
Forfeited	(47,908)	—	(47,908)	56.14
Nonvested at March 31, 2021	1,425,636	22,971	1,448,607	$	64.48

Performance-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	167,127	16,052	183,179	$	52.89
Granted	232,815	—	232,815	68.27
Vested	(3,010)	(16,052)	(19,062)	47.61
Forfeited	(9,459)	—	(9,459)	52.86
Nonvested at March 31, 2021	387,473	—	387,473	$	62.39

Stock Based Compensation

Stock based compensation expense for stock based awards made to our employees pursuant to our equity plans were as follows:  

	Three Months Ended March 31,
(in millions)	2021		2020
Cost of providing services	$	3	$	2
Sales and marketing	1		2
General and administrative	6		5
Systems development and programming costs	1		—
Total stock based compensation expense	$	11	$	9

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Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021	2020
Shares issued and outstanding, beginning balance	66,456,663	69,065,491
Issuance of common stock from vested restricted stock units	215,958	173,629
Issuance of common stock from exercise of stock options	20,841	29,473
Repurchase of common stock	(744,001)	(747,417)
Awards effectively repurchased for required employee withholding taxes	(68,228)	(51,126)
Shares issued and outstanding, ending balance	65,881,233	68,470,050

Stock Repurchases

During the three months ended March 31, 2021, we repurchased 744,001 shares of common stock for approximately $60 million. We retire shares in the period they are acquired and account for the payment as a reduction to stockholders' equity. As of March 31, 2021, approximately $298 million remained available for further repurchases of our common stock under all authorizations from our board of directors under this program. This repurchase authorization has no expiration.

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Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Our ETR was 25% for the three months ended March 31, 2021 and 2020.

During the three months ended March 31, 2021, there was a de minimis change in our unrecognized tax benefits. The total amount of gross interest and penalties accrued was immaterial. It is reasonably possible the amount of the unrecognized benefit could increase or decrease within the next twelve months for which an estimate of the impact on net income cannot be made.

We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. We are open to federal and significant state income tax examinations for tax years 2016 and subsequent years.

We previously paid Notices of Proposed Assessments disallowing employment tax credits totaling $11 million, plus interest of $4 million in connection with the IRS examination of Gevity HR, Inc. and its subsidiaries, which was acquired by TriNet in June 2009. TriNet filed suit in June 2016 to recover the disallowed credits, and the issue is being resolved through the litigation process. TriNet and the U.S. filed cross motions for summary judgment in federal district court. On September 17, 2018, the district court granted our motion for summary judgment and denied the U.S.'s motion. On January 18, 2019, the district court entered judgment in favor of TriNet in the amount of $15 million, plus interest. The U.S. filed a notice of appeal of the federal district court's decision on March 18, 2019. The U.S. filed its opening brief in the court of appeals on June 10, 2019 and we filed our answering brief on July 24, 2019 to which the government filed its reply brief on September 6, 2019. Oral arguments occurred on March 11, 2020. On November 5, 2020, the court of appeals affirmed the district court’s judgement in favor of TriNet.

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Earnings Per Share (EPS)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

The following table presents the computation of our basic and diluted EPS attributable to our common stock:

	Three Months Ended March 31,
(in millions, except per share data)	2021		2020
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Basic EPS	$	1.53	$	1.32
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Dilutive effect of stock options and restricted stock units	1		1
Weighted average shares of common stock outstanding	67		69
Diluted EPS	$	1.51	$	1.31
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	1		1

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Description of Business and Significant Accounting Policies - (Policies)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Segment Information

We operate in one reportable segment. All of our service revenues are generated from external clients. Less than 1% of our revenue is generated outside of the U.S.

Basis of Presentation

These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Form 10-K).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts and related disclosures.

These estimates are based on historical experience and on various other assumptions that we believe to be reasonable from the facts available to us. Some of the assumptions are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial statements could be materially affected.

Revenue Recognition

In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Under this one-time program eligible clients will receive reductions against fees for future services, accounted for as a discount, over the following 12 months. This option to renew future services at a discount represents a material right and is accounted for as a performance obligation (Recovery Credit). This performance obligation will be satisfied when the clients have successfully renewed the services contracts and the future services are transferred. The consideration we receive that is allocated to this performance obligation is deferred as an unsatisfied performance obligation and is included in client deposits and other client liabilities on the balance sheet.Variable Consideration and Pricing AllocationOur contracts with clients generally do not include any variable consideration. However, from time to time, we may offer credits to our clients considered to be variable consideration. Incentive credits related to contract renewals are recorded as a reduction to revenue as part of the transaction price at contract inception and are allocated among the performance obligations based on their relative standalone selling prices. Credits based on the performance of our insurance costs are recorded as a reduction to insurance services revenues and included in client deposits and other client liabilities on the balance sheet.

Accrued Health Insurance Costs

In the three months ended March 31, 2021, a majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies. Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon external actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates. In certain carrier contracts we are required to prepay the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs.

Fair Value Measurement

We use an independent pricing source to determine the fair value of our securities. The independent pricing source utilizes various pricing models for each asset class, including the market approach. The inputs and assumptions for the pricing models are market observable inputs including trades of comparable securities, dealer quotes, credit spreads, yield curves and other market-related data.

We have not adjusted the prices obtained from the independent pricing service and we believe the prices received from the independent pricing service are representative of the prices that would be received to sell the assets at the measurement date (exit price).

The carrying value of the Company's cash equivalents and restricted cash equivalents approximate their fair values due to their short-term maturities.

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Description of Business and Significant Accounting Policies - (Tables)

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows:

	Three Months Ended March 31,
(in millions)	2021
Balance at beginning of period	$	92
(+) Accruals	12
(-) Distributions to clients	(27)
Balance at end of period	$	77

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Cash, Cash Equivalents and Investments - Unrestricted and Restricted - (Tables)

3 Months Ended

Mar. 31, 2021

Cash and Cash Equivalents [Abstract]

Summary of Cash, Cash Equivalents and Investments

Our total cash, cash equivalents and investments are summarized below:

	March 31, 2021						December 31, 2020
(in millions)	Cash and cash equivalents		Available-for-sale marketable securities		Total		Cash and cash equivalents		Available-for-sale marketable securities		Total
Cash and cash equivalents	$	500	$	—	$	500	$	301	$	—	$	301
Investments	—		71		71		—		57		57
Restricted cash, cash equivalents and investments:
Payroll funds collected	906		—		906		1,228		—		1,228
Collateral for health benefits claims	22		90		112		16		82		98
Collateral for workers' compensation claims	61		—		61		60		—		60
Other security deposits	2		—		2		2		—		2
Total restricted cash, cash equivalents and investments	991		90		1,081		1,306		82		1,388
Investments, noncurrent	—		130		130		—		138		138
Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	30		154		184		36		174		210
Total	$	1,521	$	445	$	1,966	$	1,643	$	451	$	2,094

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Investments - (Tables)

3 Months Ended

Mar. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of our AFS investments as of March 31, 2021 and December 31, 2020 are presented below:

	March 31, 2021								December 31, 2020
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset-backed securities	$	25	$	—	$	—	$	25	$	24	$	—	$	—	$	24
Corporate bonds	121		2		—		123		126		2		—		128
U.S. government agencies and government- sponsored agencies	23		—		—		23		27		1		—		28
U.S. treasuries	256		3		—		259		261		4		—		265
Certificate of deposit	9		—		—		9		—		—		—		—
Other debt securities	6		—		—		6		6		—		—		6
Total	$	440	$	5	$	—	$	445	$	444	$	7	$	—	$	451

The gross proceeds from sales and maturities of AFS securities for the three months ended March 31, 2021 and March 31, 2020 are presented below. We had immaterial gross realized gains and losses from sales of investments for the three months ended March 31, 2021 and 2020.

	Three Months Ended March 31,
(in millions)	2021		2020
Gross proceeds from sales	$	41	$	40
Gross proceeds from maturities	43		27
Total	$	84	$	67

Fair Value of Debt Investments by Contractual Maturity

The fair value of debt investments by contractual maturity are shown below:

(in millions)	March 31, 2021
One year or less	$	135
Over one year through five years	281
Over five years through ten years	5
Over ten years	24
Total fair value	$	445

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Financial Instruments and Fair Value Measurements - (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Instruments by Significant Categories and Fair Value Measurement on a Recurring Basis

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of March 31, 2021 and December 31, 2020.

(in millions)	Level 1		Level 2		Total
March 31, 2021
Cash equivalents:
Money market mutual funds	$	127	$	—	127
Total cash equivalents	127		—		127
Investments:
Asset-backed securities	—		25		25
Corporate bonds	—		89		89
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		77		77
Other debt securities	—		6		6
Total investments	—		202		202
Restricted cash equivalents:
Money market mutual funds	95		—		95
Certificate of deposit	—		1		1
Commercial paper	—		—		—
Total restricted cash equivalents	95		1		96
Restricted investments:
Corporate bonds	—		34		34
U.S. government agencies and government-sponsored agencies	—		18		18
U.S. treasuries	—		182		182
Certificate of deposit	—		9		9
Total restricted investments	—		243		243
Total cash equivalents and investments and restricted cash equivalents and investments	$	222	$	446	$	668

(in millions)	Level 1		Level 2		Total
December 31, 2020
Cash equivalents
Money market mutual funds	$	2	$	—	$	2
U.S. treasuries	—		11		11
Total cash equivalents	2		11		13
Investments
Asset-backed securities	—		24		24
Corporate bonds	—		93		93
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		67		67
Other debt securities	—		6		6
Total investments	—		195		195
Restricted cash equivalents:
Money market mutual funds	99		—		99
Total restricted cash equivalents	99		—		99
Restricted investments:
Corporate bonds	—		35		35
U.S. government agencies and government-sponsored agencies	—		23		23
U.S. treasuries	—		198		198
Total restricted investments	—		256		256
Total investments and restricted cash equivalents and investments	$	101	$	462	$	563

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Accrued Workers' Compensation Costs- (Tables)

3 Months Ended

Mar. 31, 2021

Insurance [Abstract]

Summary of Activities in Liability for Unpaid Claims and Claims Adjustment Expenses

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
(in millions)	2021		2020
Total accrued costs, beginning of period	$	205	$	214
Incurred
Current year	16		20
Prior years	(4)		(3)
Total incurred	12		17
Paid
Current year	(1)		(1)
Prior years	(11)		(13)
Total paid	(12)		(14)
Total accrued costs, end of period	$	205	$	217

The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:

(in millions)	March 31, 2021		December 31, 2020
Total accrued costs, end of period	$	205	$	205
Collateral paid to carriers and offset against accrued costs	(8)		(8)
Total accrued costs, net of carrier collateral offset	$	197	$	197
Payable in less than 1 year (net of collateral paid to carriers of $2 and $3 at March 31, 2021 and December 31, 2020, respectively)	$	59	$	59
Payable in more than 1 year (net of collateral paid to carriers of $6 and $5 at March 31, 2021 and December 31, 2020, respectively)	138		138
Total accrued costs, net of carrier collateral offset	$	197	$	197

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Long-Term Debt and Revolving Credit Agreements - (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Revolving Credit Agreement Borrowings

As of March 31, 2021 and December 31, 2020, our long-term debt consisted of the following:

(in millions)	March 31, 2021			December 31, 2020
2018 Term Loan A	$	—		$	370
2029 Notes	500			—
Principal amount	500			370
Deferred issuance costs	(6)			—
Less: current portion	—			(22)
Long-term debt, noncurrent	$	494		$	348
Annual contractual interest rate	3.50		%	1.77		%
Effective interest rate	3.67		%	1.87		%

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Stock Based Compensation - (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of RSU and RSA Activity Under Equity-Based Plans

The following tables summarize RSU and RSA activity for the three months ended March 31, 2021:

Time-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	1,230,071	30,026	1,260,097	$	54.04
Granted	456,421	—	456,421	83.11
Vested	(212,948)	(7,055)	(220,003)	45.14
Forfeited	(47,908)	—	(47,908)	56.14
Nonvested at March 31, 2021	1,425,636	22,971	1,448,607	$	64.48

Performance-based RSUs and RSAs

	Total Number of RSUs	Total Number of RSAs	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2020	167,127	16,052	183,179	$	52.89
Granted	232,815	—	232,815	68.27
Vested	(3,010)	(16,052)	(19,062)	47.61
Forfeited	(9,459)	—	(9,459)	52.86
Nonvested at March 31, 2021	387,473	—	387,473	$	62.39

Stock-based Compensation Expense

Stock based compensation expense for stock based awards made to our employees pursuant to our equity plans were as follows:  

	Three Months Ended March 31,
(in millions)	2021		2020
Cost of providing services	$	3	$	2
Sales and marketing	1		2
General and administrative	6		5
Systems development and programming costs	1		—
Total stock based compensation expense	$	11	$	9

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Stockholders' Equity - (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Schedule of Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021	2020
Shares issued and outstanding, beginning balance	66,456,663	69,065,491
Issuance of common stock from vested restricted stock units	215,958	173,629
Issuance of common stock from exercise of stock options	20,841	29,473
Repurchase of common stock	(744,001)	(747,417)
Awards effectively repurchased for required employee withholding taxes	(68,228)	(51,126)
Shares issued and outstanding, ending balance	65,881,233	68,470,050

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Earnings Per Share (EPS) - (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Computation of Basic and Diluted EPS

The following table presents the computation of our basic and diluted EPS attributable to our common stock:

	Three Months Ended March 31,
(in millions, except per share data)	2021		2020
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Basic EPS	$	1.53	$	1.32
Net income	$	101	$	91
Weighted average shares of common stock outstanding	66		68
Dilutive effect of stock options and restricted stock units	1		1
Weighted average shares of common stock outstanding	67		69
Diluted EPS	$	1.51	$	1.31
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	1		1

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Description of Business and Significant Accounting Policies - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 26, 2021 USD ($)	Mar. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Product Information [Line Items]
Number of reportable segments | segment		1
Incentive credits		$ 25
Prepayments offsetting accrued health insurance costs		$ 52	$ 49
Subsequent Event
Product Information [Line Items]
Performance obligation period (in months)	12 months
Recovery credit program, maximum allowed amount	$ 145
Non-US | Revenue | Foreign Sales
Product Information [Line Items]
Percent of concentration risk (less than)		1.00%
Health Care
Product Information [Line Items]
Prepayments offsetting accrued health insurance costs		$ 70	$ 58

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Description of Business and Significant Accounting Policies - Unsatisfied Performance Obligation (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Unsatisfied Performance Obligation [Roll Forward]
Balance at beginning of period	$ 92
(+) Accruals	12
(-) Distributions to clients	(27)
Balance at end of period	$ 77

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Cash, Cash Equivalents and Investments - Unrestricted and Restricted - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 500	$ 301
Investments	71	57
Total restricted cash, cash equivalents and investments	1,081	1,388
Investments, noncurrent	130	138
Collateral for workers' compensation claims	184	210
Total cash equivalents and investments and restricted cash equivalents and investments	1,966	2,094
Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	500	301
Investments	0	0
Total restricted cash, cash equivalents and investments	991	1,306
Investments, noncurrent	0	0
Total cash equivalents and investments and restricted cash equivalents and investments	1,521	1,643
Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	0	0
Investments	71	57
Total restricted cash, cash equivalents and investments	90	82
Investments, noncurrent	130	138
Total cash equivalents and investments and restricted cash equivalents and investments	445	451
Payroll funds collected
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	906	1,228
Payroll funds collected | Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	906	1,228
Payroll funds collected | Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	0	0
Collateral for health benefits claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	112	98
Collateral for health benefits claims | Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	22	16
Collateral for health benefits claims | Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	90	82
Collateral for workers' compensation claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	61	60
Collateral for workers' compensation claims	184	210
Collateral for workers' compensation claims | Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	61	60
Collateral for workers' compensation claims	30	36
Collateral for workers' compensation claims | Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	0	0
Collateral for workers' compensation claims	154	174
Other security deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	2	2
Other security deposits | Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	2	2
Other security deposits | Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	$ 0	$ 0

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Investments - Amortized Cost, Gross Unrealized Gains and Losses, Fair Values of Investments (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Debt Securities
Amortized Cost	$ 440	$ 444
Gross Unrealized Gains	5	7
Gross Unrealized Losses	0	0
Fair Value	445	451
Asset-backed securities
Debt Securities
Amortized Cost	25	24
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	25	24
Corporate bonds
Debt Securities
Amortized Cost	121	126
Gross Unrealized Gains	2	2
Gross Unrealized Losses	0	0
Fair Value	123	128
U.S. government agencies and government- sponsored agencies
Debt Securities
Amortized Cost	23	27
Gross Unrealized Gains	0	1
Gross Unrealized Losses	0	0
Fair Value	23	28
U.S. treasuries
Debt Securities
Amortized Cost	256	261
Gross Unrealized Gains	3	4
Gross Unrealized Losses	0	0
Fair Value	259	265
Certificate of deposits
Debt Securities
Amortized Cost	9	0
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	9	0
Other debt securities
Debt Securities
Amortized Cost	6	6
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	$ 6	$ 6

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Investments - Fair Value of Debt Investments by Contractual Maturity (Details) $ in Millions	Mar. 31, 2021 USD ($)
Investments, Debt and Equity Securities [Abstract]
One year or less	$ 135
Over one year through five years	281
Over five years through ten years	5
Over ten years	24
Total fair value	$ 445

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Investments - Proceeds from available-for-sale securities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Gross proceeds from sales	$ 41	$ 40
Gross proceeds from maturities	43	27
Total	$ 84	$ 67

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Financial Instruments and Fair Value Measurements - Summary of Financial Instruments by Significant Categories and Fair Value Measurement on a Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Financial Instruments [Line Items]
Total investments	$ 445	$ 451
Total cash equivalents and investments and restricted cash equivalents and investments	1,966	2,094
Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	127	13
Total investments	202	195
Total restricted cash equivalents	96	99
Total restricted investments	243	256
Total cash equivalents and investments and restricted cash equivalents and investments	668	563
Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	127	2
Total investments	0	0
Total restricted cash equivalents	95	99
Total restricted investments	0	0
Total cash equivalents and investments and restricted cash equivalents and investments	222	101
Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	0	11
Total investments	202	195
Total restricted cash equivalents	1	0
Total restricted investments	243	256
Total cash equivalents and investments and restricted cash equivalents and investments	446	462
Money market mutual funds | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	127	2
Total restricted cash equivalents	95	99
Money market mutual funds | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	127	2
Total restricted cash equivalents	95	99
Money market mutual funds | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total cash equivalents	0	0
Total restricted cash equivalents	0	0
U.S. treasuries | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total cash equivalents		11
U.S. treasuries | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total cash equivalents		0
U.S. treasuries | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total cash equivalents		11
Certificate of deposits | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	1
Certificate of deposits | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	0
Certificate of deposits | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	1
Commercial paper | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	0
Commercial paper | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	0
Commercial paper | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total restricted cash equivalents	0
Asset-backed securities
Fair Value, Financial Instruments [Line Items]
Total investments	25	24
Asset-backed securities | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total investments	25	24
Asset-backed securities | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total investments	0	0
Asset-backed securities | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total investments	25	24
Corporate bonds
Fair Value, Financial Instruments [Line Items]
Total investments	123	128
Corporate bonds | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total investments	89	93
Total restricted investments	34	35
Corporate bonds | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total investments	0	0
Total restricted investments	0	0
Corporate bonds | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total investments	89	93
Total restricted investments	34	35
U.S. government agencies and government- sponsored agencies
Fair Value, Financial Instruments [Line Items]
Total investments	23	28
U.S. government agencies and government- sponsored agencies | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total investments	5	5
Total restricted investments	18	23
U.S. government agencies and government- sponsored agencies | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total investments	0	0
Total restricted investments	0	0
U.S. government agencies and government- sponsored agencies | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total investments	5	5
Total restricted investments	18	23
U.S. treasuries
Fair Value, Financial Instruments [Line Items]
Total investments	259	265
U.S. treasuries | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total investments	77	67
Total restricted investments	182	198
U.S. treasuries | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total investments	0	0
Total restricted investments	0	0
U.S. treasuries | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total investments	77	67
Total restricted investments	182	198
Certificate of deposits
Fair Value, Financial Instruments [Line Items]
Total investments	9	0
Certificate of deposits | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total restricted investments	9
Certificate of deposits | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total restricted investments	0
Certificate of deposits | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total restricted investments	9
Other debt securities
Fair Value, Financial Instruments [Line Items]
Total investments	6	6
Other debt securities | Fair Value Measurement on a Recurring Basis
Fair Value, Financial Instruments [Line Items]
Total investments	6	6
Other debt securities | Fair Value Measurement on a Recurring Basis | Level 1
Fair Value, Financial Instruments [Line Items]
Total investments	0	0
Other debt securities | Fair Value Measurement on a Recurring Basis | Level 2
Fair Value, Financial Instruments [Line Items]
Total investments	$ 6	$ 6

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Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurement on a Recurring Basis | Interest Rate Contract | Level 2
Debt Instrument [Line Items]
Derivative liability		$ 1
Loss on derivative instruments	$ (1)
2029 Notes Payable
Debt Instrument [Line Items]
Fair value of notes payable	$ 491

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Accrued Workers' Compensation Costs - Summary of Workers' Compensation Loss Reserve Activity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Total accrued costs, beginning of period	$ 205	$ 214
Incurred
Current year	16	20
Prior years	(4)	(3)
Total incurred	12	17
Paid
Current year	(1)	(1)
Prior years	(11)	(13)
Total paid	(12)	(14)
Total accrued costs, end of period	$ 205	$ 217

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Accrued Workers' Compensation Costs - Summary of Workers' Compensation Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Insurance [Abstract]
Total accrued costs, end of period	$ 205	$ 205	$ 217	$ 214
Collateral paid to carriers and offset against accrued costs	(8)	(8)
Total accrued costs, net of carrier collateral offset	197	197
Payable in less than 1 year (net of collateral paid to carriers)	59	59
Payable in more than 1 year (net of collateral paid to carriers)	138	138
Net of collateral paid to carriers, payable in less than one year	2	3
Net of collateral paid to carriers, payable in more than 1 year	$ 6	$ 5

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Accrued Workers' Compensation Costs - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Insurance [Abstract]
Collateral held by insurance carriers	$ 44	$ 45
Liability for unpaid claims and claims adjustment expense, collateral	$ 8	$ 8

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Long-Term Debt and Revolving Credit Agreements - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Principal amount	$ 500		$ 370
Deferred issuance costs	(6)		0
Less: current portion	0		(22)
Long-term debt, noncurrent	$ 494		$ 348
Annual contractual interest rate	3.50%		1.77%
Effective interest rate	3.67%		1.87%
2018 Term Loan A | Loans Payable
Line of Credit Facility [Line Items]
Principal amount	$ 0		$ 370
2029 Notes Payable | Loans Payable
Line of Credit Facility [Line Items]
Principal amount		$ 500	$ 0

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Long-Term Debt and Revolving Credit Agreements - Narrative (Details) - USD ($)	1 Months Ended
	Feb. 28, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2018
Line of Credit Facility [Line Items]
Annual contractual interest rate		3.50%	1.77%
2018 Term Loan A | Loans Payable
Line of Credit Facility [Line Items]
Debt instrument, face amount				$ 425,000,000
2018 Revolver | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 250,000,000
2029 Notes Payable | Senior Notes
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 500,000,000
Annual contractual interest rate	3.50%
2029 Notes Payable | Senior Notes | Before March, 01, 2024 | Full Redemption
Line of Credit Facility [Line Items]
Redemption price percentage	100.00%
2029 Notes Payable | Senior Notes | Before March, 01, 2024 | Partial Redemption
Line of Credit Facility [Line Items]
Redemption price percentage	103.50%
Percentage of principal amount redeemed	40.00%
2029 Notes Payable | Senior Notes | After March, 01, 2024
Line of Credit Facility [Line Items]
Redemption price percentage	101.75%
2029 Notes Payable | Senior Notes | March 01, 2025
Line of Credit Facility [Line Items]
Redemption price percentage	100.875%
2029 Notes Payable | Senior Notes | March, 01, 2026
Line of Credit Facility [Line Items]
Redemption price percentage	100.00%
2021 Revolving Credit Facility | Revolving Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 500,000,000
Remaining borrowing capacity	$ 491,000,000
2021 Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
2021 Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Line of credit | Credit Rating Below Investment Grade
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.125%
2021 Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Line of credit | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.25%
2021 Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Line of credit | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.00%
2021 Revolving Credit Facility | Base Rate | Revolving Credit Facility | Line of credit | Credit Rating Below Investment Grade
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.125%
2021 Revolving Credit Facility | Base Rate | Revolving Credit Facility | Line of credit | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.25%
2021 Revolving Credit Facility | Base Rate | Revolving Credit Facility | Line of credit | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
2021 Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | Revolving Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%

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Commitments and Contingencies - Narrative (Details)	Sep. 29, 2020 retirementPlan
Commitments and Contingencies Disclosure [Abstract]
Number of retirement plans subject to class action	2

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Stock Based Compensation - Narrative (Details)	3 Months Ended
	Mar. 31, 2021
Time-based RSUs and RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Time-based RSUs and RSAs | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of share value	0.00%
Time-based RSUs and RSAs | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of share value	200.00%
Performance-based RSUs and RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period for 2020 and 2018 awards	1 year
Performance-based RSUs and RSAs | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Amount of shares that are expected to vest (as a percent )	50.00%

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Stock Based Compensation - Summary Of RSU And RSA Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Time-based RSUs and RSAs
Number of Shares
Balance (in shares)	1,260,097
Granted (in shares)	456,421
Vested (in shares)	(220,003)
Forfeited (in shares)	(47,908)
Balance (in shares)	1,448,607
Weighted-Average Grant Date Fair Value
Balance (in dollars per share) | $ / shares	$ 54.04
Granted (in dollars per share) | $ / shares	83.11
Vested (in dollars per share) | $ / shares	45.14
Forfeited (in dollars per share) | $ / shares	56.14
Balance (in dollars per share) | $ / shares	$ 64.48
Time-Based Restricted Stock Units
Number of Shares
Balance (in shares)	1,230,071
Granted (in shares)	456,421
Vested (in shares)	(212,948)
Forfeited (in shares)	(47,908)
Balance (in shares)	1,425,636
Time-Based Restricted Stock Awards
Number of Shares
Balance (in shares)	30,026
Granted (in shares)	0
Vested (in shares)	(7,055)
Forfeited (in shares)	0
Balance (in shares)	22,971
Performance-based RSUs and RSAs
Number of Shares
Balance (in shares)	183,179
Granted (in shares)	232,815
Vested (in shares)	(19,062)
Forfeited (in shares)	(9,459)
Balance (in shares)	387,473
Weighted-Average Grant Date Fair Value
Balance (in dollars per share) | $ / shares	$ 52.89
Granted (in dollars per share) | $ / shares	68.27
Vested (in dollars per share) | $ / shares	47.61
Forfeited (in dollars per share) | $ / shares	52.86
Balance (in dollars per share) | $ / shares	$ 62.39
Performance-Based Restricted Stock Units
Number of Shares
Balance (in shares)	167,127
Granted (in shares)	232,815
Vested (in shares)	(3,010)
Forfeited (in shares)	(9,459)
Balance (in shares)	387,473
Performance-Based Restricted Stock Awards
Number of Shares
Balance (in shares)	16,052
Granted (in shares)	0
Vested (in shares)	(16,052)
Forfeited (in shares)	0
Balance (in shares)	0

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Stock Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	$ 11	$ 9
Cost of providing services
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	3	2
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	1	2
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	6	5
Systems development and programming costs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	$ 1	$ 0

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Stockholders' Equity - Schedule of Common Stock (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued beginning balance (in shares)	66,456,663	69,065,491
Repurchase of common stock (in shares)	(744,001)	(747,417)
Awards effectively repurchased for required employee withholding taxes (in shares)	(68,228)	(51,126)
Shares issued ending balance (in shares)	65,881,233	68,470,050
Issuance of common stock from vested restricted stock units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from vested restricted stock units (in shares)	215,958	173,629
Issuance of common stock from exercise of stock options
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options (in shares)	20,841	29,473

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Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Equity [Abstract]
Repurchase of common stock (in shares)	744,001	747,417
Repurchase of common stock	$ 60
Amount available for further repurchases under stock repurchase program	$ 298

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended
	Jan. 18, 2019	Mar. 31, 2021	Mar. 31, 2020
Income Tax Contingency [Line Items]
Effective income tax rate		25.00%	25.00%
Amount awarded	$ 15
Internal Revenue Service
Income Tax Contingency [Line Items]
Income taxes paid		$ 11
Interest payment		$ 4

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Earnings Per Share (EPS) - Computation of Basic and Diluted EPS Attributable to Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net income	$ 101	$ 91
Weighted average shares of common stock outstanding (in shares)	66	68
Basic earnings per share (in dollars per share)	$ 1.53	$ 1.32
Dilutive effect of stock options and restricted stock units (in shares)	1	1
Weighted average shares of common stock outstanding - diluted (in shares)	67	69
Diluted earnings per share (in dollars per share)	$ 1.51	$ 1.31
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect (in shares)	1	1