8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 26, 2023

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition

On July 26, 2023, TriNet Group, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended June 30, 2023. A copy of the press release, entitled “TriNet Announces Second Quarter 2023 Results” is furnished as Exhibit 99.1 hereto and incorporated by reference.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits   

Exhibit Number	Description
99.1	Press Release, dated July 26, 2023, entitled “TriNet Announces Second Quarter 2023 Results"
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated July 26, 2023, entitled “TriNet Announces Second Quarter 2023 Results"
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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

			TriNet Group, Inc.
Date:	July 26, 2023	By:	/s/ Samantha Wellington
			Samantha Wellington
			Executive Vice President, Business Affairs, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

TriNet Announces Second Quarter 2023 Results

Total Revenues of $1.2 billion up 1% year-over-year

Net Income per Diluted Share of $1.38 and Adjusted Net Income per Diluted Share of $1.74

TriNet Stock Repurchase Program Increased by $1 billion up to $1.4 billion

DUBLIN, Calif. — July 26, 2023—TriNet Group,Inc.(NYSE:TNET),a leading provider of comprehensive and flexible human capital management (HCM) solutions for small and medium-size businesses (SMBs),todayannouncedfinancialresultsforthe secondquarter endedJune 30, 2023. The second quarter highlights below include non-GAAP financial measures which are reconciled later in this release.

Second quarter highlights include:

•Total revenues increased 1% to $1.2 billion compared to the same period last year.

•Professional service revenues decreased 3% to $177 million compared to the same period last year.

•Net income was $83 million, or $1.38 per diluted share, compared to net income of $85 million, or $1.35 per diluted share, in the same period last year.

•Adjusted Net Income was $105 million, or $1.74 per diluted share, compared to Adjusted Net Income of $108 million, or $1.72 per diluted share, in the same period last year.

•Adjusted EBITDA was $161 million, representing an Adjusted EBITDA Margin of 13.3%, compared to Adjusted EBITDA of $162 million, representing an Adjusted EBITDA Margin of 13.5% in the same period last year.

•Average Worksite Employees (WSEs) decreased 7% as compared to the same period last year, to approximately 327,000.

•Average HRIS Users decreased 13% as compared to the same period last year, to approximately 219,000.

Stock repurchase program:

•TriNet stock repurchase program increased by $1 billion to bring the total available for repurchase to $1.4 billion as of July 26, 2023 to be deployed subject to market conditions.

“TriNet’s second quarter financial and operational performance saw acceleration of several positive trends that began in the first quarter,” said Burton M. Goldfield, TriNet’s President and CEO. “Our service and value proposition resonated with prospects and customers alike. This resulted in a significant increase in new sales and further improvements in retention.”

Mr. Goldfield continued, “We believe our performance and outlook highlights the unique value of TriNet. Our Board of Directors concur with that sentiment and authorized an incremental $1 billion towards share repurchases. As we look to the second half, we expect to continue to deliver industry leading service to our customers and value to our shareholders.”

1

Third Quarter and Full-Year 2023 Guidance

In addition to announcing our second quarter 2023 results, we provide our third quarter and full-year 2023 guidance. Non-GAAP financial measures are reconciled later in this release. Percentages reflect the increase or (decrease) from the prior year quarter and prior year end.

	Q3 2023						Full Year 2023
	Low			High			Low			High
Total Revenues	(1)		%	—		%	1		%	2		%
Professional Service Revenues	(2)		%	1		%	—		%	2		%
Insurance Cost Ratio	89.0		%	87.5		%	87.0		%	85.5		%
Diluted net income (loss) per share of common stock	$	0.93		$	1.16		$	4.93		$	5.71
Adjusted Net Income per share - diluted	$	1.25		$	1.50		$	6.25		$	7.05

Quarterly Report on Form 10-Q

We anticipate filing our Quarterly Report on Form 10-Q (“Form 10-Q”) for the first half of 2023 with the U.S. Securities and Exchange Commission (SEC) and making it available at http://www.trinet.com today, July 26, 2023. This press release should be read in conjunction with the Form 10-Q and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-Q.

Earnings Conference Call and Audio Webcast

TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its second quarter results for 2023 and provide third quarter and full-year financial guidance for 2023. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to: https://dpregister.com/sreg/10180383/f9d0e1588e. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.” The live webcast of the conference call can be accessed on the Investor Relations section of TriNet’s website at https://investor.trinet.com. Participants can pre-register for the webcast by going to: https://events.q4inc.com/attendee/860240994. A replay of the webcast will be available on this website for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 4433449.

About TriNet

TriNet provides small and medium-size businesses (SMBs) with full-service industry-specific HR solutions, providing both professional employer organization (PEO) and human resources information system (HRIS) services. TriNet offers access to human capital expertise, benefits, risk mitigation, compliance, payroll, and R&D tax credit services, all enabled by industry-leading technology. TriNet’s suite of products also includes services and software-based solutions to help streamline workflows by connecting HR, benefits, employee engagement, payroll and time & attendance. Rooted in more than 30 years of supporting entrepreneurs and adapting to the ever-changing modern workplace, TriNet empowers SMBs to focus on what matters most—growing their business and enabling their people For more information, please visit TriNet.comor follow us on Twitter, Facebook, LinkedIn and Instagram.

Use of Non-GAAP Financial Measures

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

2

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among other things, TriNet’s expectations and assumptions regarding: TriNet's financial guidance for the third quarter and full-year 2023 and the underlying assumptions; TriNet’s future financial performance and long-term growth; the continued value to customers and stockholders of TriNet’s product offerings; the extent, length and growth impact of current economic uncertainty; our ability to continue to grow new client sales, client tenure and improve retention; continued hiring of new employees by our customers; and the ability of our solutions to meet all client needs throughout their business cycle. Forward-looking statements are often identified by the use of words such as, but not limited to, “ability,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” "guidance," “impact,” “intend,” “may,” “plan,” "predict," “project,” “seek,” “should,” “strategy,” “target,” “value,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are not guarantees of future performance but are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past or future results, performance or achievements expressed or implied by the forward-looking statements. Investors are cautioned not to place undue reliance upon any forward-looking statements.

Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: our ability to manage unexpected changes in workers’ compensation and health insurance claims and costs by worksite employees; our ability to mitigate the unique business risks we face as a co-employer; the effects of volatility in the financial and economic environment on the businesses that make up our client base; loss of clients for reasons beyond our control and the short-term contracts we typically use with our clients; the impact of regional or industry-specific economic and health factors on our operations; the impact of failures or limitations in the business systems and service centers we rely upon; the impact of recovery credits on our business and client loyalty and retention; changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our services and technology to satisfy client and regulatory expectations; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational effectiveness and resiliency; 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, breaches, disclosures and other data-related incidents; our ability to protect against and remediate cyber-attacks, breaches, disclosures and other data-related incidents, whether intentional or inadvertent and whether attributable to us or our service providers; 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 and for our benefits plans to satisfy all requirements under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; the impact of new and changing laws regarding remote work; our ability to comply with the licensing requirements that govern our HCM solutions; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operations and stock price due to factors outside of our control; 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 by Atairos and other large stockholders. Any of these factors could cause our actual results to differ materially from our anticipated results.

3

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

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

4

FINANCIAL HIGHLIGHTS

Key Financial and Operating Metrics

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

	Three Months Ended June 30,								Six Months Ended June 30,
(in millions, except per share and Operating Metrics data)	2023			2022			% Change		2023			2022			% Change
Income Statement Data:
Total revenues	$	1,209		$	1,200		1	%	$	2,455		$	2,418		2	%
Operating income	97			119			(18)		267			323			(17)
Net income	83			85			(2)		214			230			(7)
Diluted net income per share of common stock	1.38			1.35			2		3.56			3.58			(1)
Non-GAAP measures (1):
Adjusted EBITDA	161			162			(1)		385			404			(5)
Adjusted Net income	105			108			(3)		256			276			(7)
Operating Metrics:
Insurance Cost Ratio	84		%	84		%	—	%	83		%	82		%	1	%
Average WSEs	327,376			351,366			(7)		327,242			347,306			(6)
Total WSEs at period end	334,046			357,855			(7)		334,046			357,855			(7)
Average HRIS Users (2)	219,026			252,565			(13)		223,155			252,969			(12)

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

(2)    For the six months ended June 30, 2022, reflects HRIS Users from February 15, 2022, the date on which we acquired Zenefits, to the end of the period.

(in millions)	June 30, 2023	December 31, 2022	% Change
Balance Sheet Data:
Working capital	470	338	39	%
Total assets	3,290	3,443	(4)
Debt	496	496	—
Total stockholders’ equity	915	775	18

	Six Months Ended June 30,
(in millions)	2023		2022		% Change
Cash Flow Data:
Net cash provided by operating activities	$	67	$	125	(46)	%
Net cash used in investing activities	(31)		(191)		(84)
Net cash used in financing activities	(100)		(385)		(74)
Non-GAAP measure (1):
Corporate Operating Cash Flows	$	255	$	293	(13)

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

5

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions except per share data)	2023		2022		2023		2022
Professional service revenues	$	177	$	182	$	382	$	376
Insurance service revenues	1,032		1,018		2,073		2,042
Total revenues	1,209		1,200		2,455		2,418
Insurance costs	868		852		1,720		1,675
Cost of providing services	79		76		156		146
Sales and marketing	70		62		139		107
General and administrative	60		55		103		102
Systems development and programming	17		20		34		36
Depreciation and amortization of intangible assets	18		16		36		29
Total costs and operating expenses	1,112		1,081		2,188		2,095
Operating income	97		119		267		323
Other income (expense):
Interest expense, bank fees and other	(6)		(5)		(13)		(11)
Interest income	20		2		38		3
Income before provision for income taxes	111		116		292		315
Income taxes	28		31		78		85
Net income	$	83	$	85	$	214	$	230
Other comprehensive loss, net of income taxes	(4)		(3)		(1)		(11)
Comprehensive income	$	79	$	82	$	213	$	219
Net income per share:
Basic	$	1.40	$	1.36	$	3.58	$	3.62
Diluted	$	1.38	$	1.35	$	3.56	$	3.58
Weighted average shares:
Basic	60		62		60		64
Diluted	60		63		60		64

6

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

	June 30,		December 31,
(in millions, except share and per share data)	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	482	$	354
Investments	69		76
Restricted cash, cash equivalents and investments	1,074		1,263
Accounts receivable, net	18		19
Unbilled revenue, net	363		375
Prepaid expenses, net	72		71
Other payroll assets	54		122
Other current assets	45		46
Total current assets	2,177		2,326
Restricted cash, cash equivalents and investments, noncurrent	157		153
Investments, noncurrent	146		151
Property and equipment, net	29		24
Operating lease right-of-use asset	27		31
Goodwill	462		462
Software and other intangible assets, net	156		163
Other assets	136		133
Total assets	$	3,290	$	3,443
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities	$	100	$	98
Client deposits and other client liabilities	78		106
Accrued wages	437		437
Accrued health insurance costs, net	170		174
Accrued workers' compensation costs, net	51		54
Payroll tax liabilities and other payroll withholdings	846		1,087
Operating lease liabilities	15		15
Insurance premiums and other payables	10		17
Total current liabilities	1,707		1,988
Long-term debt, noncurrent	496		496
Accrued workers' compensation costs, noncurrent, net	122		128
Deferred taxes	7		8
Operating lease liabilities, noncurrent	33		41
Other non-current liabilities	10		7
Total liabilities	2,375		2,668
Stockholders' equity:
Preferred stock	—		—
Common stock and additional paid-in capital	934		899
Accumulated deficit	(13)		(119)
Accumulated other comprehensive loss	(6)		(5)
Total stockholders' equity	915		775
Total liabilities & stockholders' equity	$	3,290	$	3,443

7

FINANCIAL STATEMENTS

TRINET GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
(in millions)	2023		2022
Operating activities
Net income	$	214	$	230
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets	36		29
Amortization of deferred costs	20		18
Amortization of ROU asset, lease modification, impairment, and abandonment	2		6
Stock based compensation	28		30
Other	2		2
Changes in operating assets and liabilities:
Accounts receivable, net	(1)		8
Unbilled revenue, net	12		16
Other assets and prepaid expenses, net	(24)		(17)
Other payroll assets	68		(4)
Accounts payable and other liabilities	—		2
Client deposits and other client liabilities	(27)		(23)
Accrued wages	—		196
Accrued health insurance costs, net	(5)		(23)
Accrued workers' compensation costs, net	(9)		(9)
Payroll taxes payable and other payroll withholdings	(241)		(328)
Operating lease liabilities	(8)		(8)
Net cash provided by operating activities	67		125
Investing activities
Purchases of marketable securities	(170)		(157)
Proceeds from sale and maturity of marketable securities	173		175
Acquisitions of property and equipment	(34)		(26)
Acquisition of subsidiary, net of cash acquired	—		(183)
Net cash used in investing activities	(31)		(191)
Financing activities
Repurchase of common stock	(98)		(382)
Proceeds from issuance of common stock	7		5
Revolver drawdown	495		—
Revolver repayment	(495)		—
Awards effectively repurchased for required employee withholding taxes	(9)		(8)
Net cash used in financing activities	(100)		(385)
Net decrease in cash and cash equivalents, unrestricted and restricted	(64)		(451)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	1,537		1,738
End of period	$	1,473	$	1,287
Supplemental disclosures of cash flow information
Interest paid	$	12	$	9
Income taxes paid, net	$	58	$	37
Supplemental schedule of noncash investing and financing activities
Payable for purchase of property and equipment	$	5	$	3

8

FINANCIAL STATEMENTS

Non-GAAP Financial Measures

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

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

Non-GAAP Measure	Definition	How We Use The Measure
Adjusted EBITDA	• Net income, excluding the effects of: - income tax provision, - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, - stock based compensation expense, - amortization of cloud computing arrangements, and - transaction and integration costs.	• 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-recurring costs, which include transaction and integration costs, as well as certain non-cash charges such as depreciation and amortization, and stock-based compensation and certain impairment charges 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 total revenues.
Adjusted Net Income	• Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation, - amortization of intangible assets, net, - non-cash interest expense, - transaction and integration costs, 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 25.6% for the second quarter and full year of 2023 and 25.5% for the second quarter and full year of 2022, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.

9

FINANCIAL STATEMENTS

Reconciliation of GAAP to Non-GAAP Measures

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

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2023			2022			2023			2022
Net income	$	83		$	85		$	214		$	230
Provision for income taxes	28			31			78			85
Stock based compensation	17			18			28			30
Interest expense, bank fees and other (1)	6			5			13			11
Depreciation and amortization of intangible assets	18			16			36			29
Amortization of cloud computing arrangements	2			—			4			2
Transaction and integration costs	7			7			12			17
Adjusted EBITDA	$	161		$	162		$	385		$	404
Adjusted EBITDA Margin	13.3		%	13.5		%	15.7		%	16.7		%

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

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share data)	2023		2022		2023		2022
Net income	$	83	$	85	$	214	$	230
Effective income tax rate adjustment	—		—		3		5
Stock based compensation	17		18		28		30
Amortization of intangible assets (1)	5		5		11		8
Non-cash interest expense	1		1		1		1
Transaction and integration costs	7		7		12		17
Income tax impact of pre-tax adjustments	(8)		(8)		(13)		(15)
Adjusted Net Income	$	105	$	108	$	256	$	276
GAAP weighted average shares of common stock - diluted	60		63		60		64
Adjusted Net Income per share - diluted	$	1.74	$	1.72	$	4.24	$	4.30

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

Operating Cash flows:

	Six Months Ended June 30,
(in millions)	2023		2022
Net cash provided by operating activities	$	67	$	125
Less: Change in WSE related other current assets	89		9
Less: Change in WSE related liabilities	(277)		(177)
Net cash used in operating activities - WSE	$	(188)	$	(168)
Net cash provided by operating activities - Corporate	$	255	$	293

10

FINANCIAL STATEMENTS

Reconciliation of GAAP to Non-GAAP Measures for the third quarter and full-year 2023 guidance.

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

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

	Q3 2022		Q3 2023 Guidance						FY 2022		Year 2023 Guidance
(in millions, except per share data)	Actual		Low			High			Actual		Low			High
Net income	$	77	(27)		%	(8)		%	$	355	(18)		%	(5)		%
Effective income tax rate adjustment	—		(962)			246			5		(169)			(277)
Stock based compensation	16		12			12			62		4			4
Amortization of intangible assets	5		(6)			(6)			18		14			14
Non-cash interest expense	1		(100)			(100)			1		(49)			(49)
Transaction and integration costs	14		(71)			(71)			37		(49)			(49)
Income tax impact of pre-tax adjustments	(9)		(7)			(7)			(30)		(12)			(12)
Adjusted Net Income	$	104	(27)		%	(12)		%	$	448	(16)		%	(5)		%
GAAP weighted average shares of common stock - diluted	63								64
Adjusted Net Income per share - diluted	$	1.64	$	1.25		$	1.50		$	7.07	$	6.25		$	7.05

11

XML

Cover Cover	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2023
Entity Registrant Name	TRINET GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36373
Entity Tax Identification Number	95-3359658
Entity Address, Address Line One	One Park Place, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock par value $0.000025 per share
Trading Symbol	TNET
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

XML

Cover Non-printing	Jul. 26, 2023
Cover [Abstract]
Entity Central Index Key	0000937098
Amendment Flag	false
No Trading Symbol Flag