TRINET GROUP INC
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
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Glossary
| GLOSSARY | Table of Contents |
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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 Loan | Our $425 million term loan A executed in June 2018 and repaid in 2021 |
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| 2021 Credits | Our announced 2021 credits, which provided eligible clients with discretionary credits, subject to certain predefined conditions. |
| 2022 Credits | Includes both of our announced 2022 credits, each of which provides eligible clients with discretionary credits, subject to certain predefined conditions. |
| 2021 Credit Agreement | Our credit agreement dated February 26, 2021, as amended, supplemented or modified from time to time, most recently August 16, 2023. |
| 2021 Revolver | Our $700 million revolving line of credit included in our 2021 Credit Agreement |
| 2029 Notes | Our $500 million senior unsecured notes maturing in March 2029 |
| 2031 Notes | Our $400 million senior unsecured notes maturing in August 2031 |
| ACA | The Patient Protection and Affordable Care Act |
| ACH | Automated Clearinghouse Transaction |
| AFS | Available-for-sale |
| ARPA | American Rescue Plan Act |
| ASC | Accounting Standards Codification |
| ASO | Administrative Services Organization |
| ASU | Accounting Standards Update |
| CARES Act | Coronavirus Aid Relief and Economic Security Act |
| CCPA | California Consumer Privacy Act |
| CEO | Chief Executive Officer |
| CIRT | Cybersecurity Incident Response Team |
| CFO | Chief Financial Officer |
| COBRA | Consolidated Omnibus Budget Reconciliation Act |
| Colleague | TriNet's internal employee (as distinguished from WSEs and HRIS Users) |
| COPS | Cost of providing services |
| COVID-19 | Novel coronavirus |
| CPRA | California Privacy Rights Act |
| CSO | Chief Security Officer |
| D&A | Depreciation and amortization expenses |
| DOL | U.S. Department of Labor |
| EBITDA | Earnings before interest expense, taxes, depreciation and amortization of intangible assets |
| EPLI | Employment Practices Liability Insurance |
| EPS | Earnings Per Share |
| ERISA | Employee Retirement Income Security Act |
| ERM | Enterprise Risk Management |
| ERP | Enterprise Resource Planning |
| ESPP | Employee stock purchase plan |
| ETR | Effective tax rate |
| FASB | Financial Accounting Standards Board |
| FFCRA | Families First Coronavirus Response Act |
| FLSA | Fair Labor Standards Act |
| G&A | General and administrative |
| GAAP | Generally Accepted Accounting Principles in the United States |
| HCM | Human capital management |
| HIPAA | Health Insurance Portability and Accountability Act |
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| HITECH Act | Health Information Technology for Economic and Clinical Health Act |
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| HR | Human Resources |
| HRIS | Human resources information system |
| HRIS User | A client employee who is a user of our HR Platform (for example, employees of a TriNet Zenefits client) |
| IBNP | Incurred but not yet paid |
| IBNR | Incurred but not yet reported |
| ICR | Insurance cost ratio |
| IGP | Indemnity Guarantee Payment |
| IRC | Incident Review Committee |
| IRCF | Integrated Risk and Control Framework |
| IRM | Information Risk Management |
| IRS | Internal Revenue Service |
| ICR | Insurance cost ratio |
| ISR | Insurance service revenues |
| LDF | Loss development factor |
| LIBOR | London Inter-bank Offered Rate |
| MCT | Medical cost trend |
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| MEWA | Multiple Employer Welfare Arrangement |
| OE | Operating expenses |
| OMS | Open Market Solutions offering that includes Broker Select and Broker Flex offerings |
| PCAOB | Public Company Accounting Oversight Board |
| PEO | Professional Employer Organization |
| PFC | Payroll funds collected |
| PHI | Protected Health Information |
| PSR | Professional service revenues |
| R&D | Research and Development |
| Recovery Credit | Our 2020 Recovery Credit to provide eligible clients with one-time reductions against fees for future services |
| Recovery Credits | Collectively, our Recovery Credit, 2021 Credits, and 2022 Credits |
| Reg FD | Regulation Fair Disclosure |
| ROU | Right-of-use |
| RSA | Restricted Stock Award |
| RSU | Restricted Stock Unit |
| SBA | U.S. Small Business Administration |
| 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 |
| TCJA | Tax Cuts and Jobs Act |
| TriNet Clarus R+D | Clarus R+D Solutions, LLC |
| U.S. | United States |
| WSE | A worksite employee who is co-employed by, or otherwise receiving services from a TriNet PEO |
| YTD | Year to date |
| Zenefits | YourPeople, Inc. and its subsidiaries |
| BUSINESS | Table of Contents |
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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
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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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.