Skip to main content

TRINET GROUP INC

For the period ended Dec 31, 2023. Filed Feb 15, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 15, 2024

TNET$64.63-3.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Glossary

GLOSSARYTable of Contents

Glossary of Acronyms and Abbreviations

Acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. Business; Part I, Item 1A. Risk Factors; Part II, Item 7. MD&A; Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk and Part II, Item 8. Financial Statements and Supplementary Data.

2018 Term LoanOur $425 million term loan A executed in June 2018 and repaid in 2021
2021 CreditsOur announced 2021 credits, which provided eligible clients with discretionary credits, subject to certain predefined conditions.
2022 CreditsIncludes both of our announced 2022 credits, each of which provides eligible clients with discretionary credits, subject to certain predefined conditions.
2021 Credit AgreementOur credit agreement dated February 26, 2021, as amended, supplemented or modified from time to time, most recently August 16, 2023.
2021 RevolverOur $700 million revolving line of credit included in our 2021 Credit Agreement
2029 NotesOur $500 million senior unsecured notes maturing in March 2029
2031 NotesOur $400 million senior unsecured notes maturing in August 2031
ACAThe Patient Protection and Affordable Care Act
ACHAutomated Clearinghouse Transaction
AFSAvailable-for-sale
ARPAAmerican Rescue Plan Act
ASCAccounting Standards Codification
ASOAdministrative Services Organization
ASUAccounting Standards Update
CARES ActCoronavirus Aid Relief and Economic Security Act
CCPACalifornia Consumer Privacy Act
CEOChief Executive Officer
CIRTCybersecurity Incident Response Team
CFOChief Financial Officer
COBRAConsolidated Omnibus Budget Reconciliation Act
ColleagueTriNet's internal employee (as distinguished from WSEs and HRIS Users)
COPSCost of providing services
COVID-19Novel coronavirus
CPRACalifornia Privacy Rights Act
CSOChief Security Officer
D&ADepreciation and amortization expenses
DOLU.S. Department of Labor
EBITDAEarnings before interest expense, taxes, depreciation and amortization of intangible assets
EPLIEmployment Practices Liability Insurance
EPSEarnings Per Share
ERISAEmployee Retirement Income Security Act
ERMEnterprise Risk Management
ERPEnterprise Resource Planning
ESPPEmployee stock purchase plan
ETREffective tax rate
FASBFinancial Accounting Standards Board
FFCRAFamilies First Coronavirus Response Act
FLSAFair Labor Standards Act
G&AGeneral and administrative
GAAPGenerally Accepted Accounting Principles in the United States
HCMHuman capital management
HIPAAHealth Insurance Portability and Accountability Act
GLOSSARYTable of Contents
HITECH ActHealth Information Technology for Economic and Clinical Health Act
HRHuman Resources
HRISHuman resources information system
HRIS UserA client employee who is a user of our HR Platform (for example, employees of a TriNet Zenefits client)
IBNPIncurred but not yet paid
IBNRIncurred but not yet reported
ICRInsurance cost ratio
IGPIndemnity Guarantee Payment
IRCIncident Review Committee
IRCFIntegrated Risk and Control Framework
IRMInformation Risk Management
IRSInternal Revenue Service
ICRInsurance cost ratio
ISRInsurance service revenues
LDFLoss development factor
LIBORLondon Inter-bank Offered Rate
MCTMedical cost trend
MD&AManagement's Discussion and Analysis of Financial Condition and Results of Operations
MEWAMultiple Employer Welfare Arrangement
OEOperating expenses
OMSOpen Market Solutions offering that includes Broker Select and Broker Flex offerings
PCAOBPublic Company Accounting Oversight Board
PEOProfessional Employer Organization
PFCPayroll funds collected
PHIProtected Health Information
PSRProfessional service revenues
R&DResearch and Development
Recovery CreditOur 2020 Recovery Credit to provide eligible clients with one-time reductions against fees for future services
Recovery CreditsCollectively, our Recovery Credit, 2021 Credits, and 2022 Credits
Reg FDRegulation Fair Disclosure
ROURight-of-use
RSARestricted Stock Award
RSURestricted Stock Unit
SBAU.S. Small Business Administration
SBCStock Based Compensation
S&MSales and marketing
S&PStandard & Poor's
SD&PSystems development and programming
SECU.S. Securities and Exchange Commission
SMBSmall and medium-size business
TCJATax Cuts and Jobs Act
TriNet Clarus R+DClarus R+D Solutions, LLC
U.S.United States
WSEA worksite employee who is co-employed by, or otherwise receiving services from a TriNet PEO
YTDYear to date
ZenefitsYourPeople, Inc. and its subsidiaries
BUSINESSTable of Contents

Cautionary Note Regarding Forward-Looking Statements

For purposes of this Annual Report on Form 10-K (Form 10-K), the terms “TriNet,” “the Company,” “we,” “us” and “our” refer to TriNet Group, Inc., and its subsidiaries. This Form 10-K 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: market response to new support, service and product offerings, including our Enrich, Broker Select and tax credit products; our ability to successfully diversify our overall service and technology offerings to support SMBs throughout their lifecycle; our plans and ability to grow our client base; the impact that stopping our discretionary credit program may have on client loyalty and attrition; the impact of our ongoing efforts to ensure that our billing practices best match the expectations of our customers and the impact on our WSE count; the impact of our TriNet PeopleForce conference; our expectations regarding medical utilization rates by our WSEs and the impact of inflation on our insurance costs; the effect that our stock repurchase program will have on our business; the impact of our vertical approach; our ability to leverage our scale and industry HR experience to deliver vertical focused offerings; the impact of planned improvements to our technology platform and HRIS software and whether they will meet the needs of our current clients and attract new ones; the implementation of our ERP system and its impact on our internal financial controls and operations; our ability to improve operating efficiencies; the impact of our client service initiatives and whether they enhance client experience and satisfaction; our continued ability to provide access to a broad range of benefit programs on a cost-effective basis; our expectations regarding the volume and severity of insurance claims and insurance claim trends; the effectiveness of our risk strategies for, and management of, workers' compensation, health benefit insurance costs and deductibles, and EPLI risk; the metrics that may be indicators of future financial performance; the relative value of our benefit offerings versus those SMBs can independently obtain; the impact that our benefit offerings have for SMBs seeking to attract and retain employees; the principal competitive drivers in our market; our plans to grow net new 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; 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; our belief we can meet our present and reasonably foreseeable cash needs and future commitments through existing liquid assets and continuing cash flows from corporate operating activities; 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 this Form 10-K, including under Part I, Item 1A. Risk Factors, and Part II, Item 7. MD&A, and in the other periodic filings we make with the SEC, and including risk factors associated with: our ability to manage unexpected changes in workers’ compensation and health insurance claims and costs by WSEs; 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 centers we rely upon; the impact of discontinuing our discretionary 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 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

BUSINESSTable of Contents

remote work; our ability to comply with the licensing requirements that govern our 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.

Forward-looking statements are not guarantees of future performance, but are based on management’s expectations as of the date of this Form 10-K 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-K is based upon the facts and circumstances known as of the date of this Form 10-K, and any forward-looking statements made by us in this Form 10-K speak only as of the date of this Form 10-K. We undertake no obligation to revise or update any of the information provided in this Form 10-K, except as required by law.

The MD&A of this Form 10-K 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.