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TRINET GROUP INC

For the period ended Dec 31, 2024. Filed Feb 13, 2025.

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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.

FY2024 · Filed Feb 13, 2025

TNET$66.30+2.6%Stored close · as of Nov 10, 2026

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Contents

Non-GAAP Financial Measures

Results of Operations

The following table summarizes our results of operations for the three years ended December 31, 2024, 2023 and 2022. 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 MD&A.

As illustrated below, we have adjusted the presentation of our income statement to include interest income into Total revenues and interest expense, bank fees and other into expenses. This has the effect of simplifying the presentation by removing a separate subtotal of Other income/expense, which is not a measure of profitability used by management.

Year Ended December 31, · % Change
(in millions, except operating metrics data)2024202320222024 vs. 20232023 vs. 2022
Income Statement Data:
Professional service revenues$765$756$7541%—%
Insurance service revenues4,2244,1664,13111
Interest income647222(11)227
Total revenues5,0534,9944,90712
Insurance costs3,7973,5133,46381
Operating expenses96894092332
Interest expense, bank fees and other624039553
Total costs and expenses4,8274,4934,42572
Income before tax226501482(55)4
Income taxes53126127(58)(1)
Net income$173$375$355(54)%6%
Cash Flow Data:
Net cash provided by operating activities279539497(48)%8%
Net cash provided by (used in) investing activities153(70)(226)(319)(69)
Net cash used in financing activities(207)(540)(471)(62)15
Non-GAAP measures (1):
Adjusted EBITDA485697688(30)%1%
Adjusted Net income269446448(40)—
Operating Metrics:
Insurance Cost Ratio90%84%84%6%—%
Average WSEs (2)352,681331,423348,5436(5)
Total WSEs (2)360,681347,542348,6524—

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

(2) Total WSEs and Average WSEs include incremental WSEs that were charged a platform user access fee and incremental additional service recipients. These were identified as a result of our ongoing effort to ensure that our billing practices best match the expectations of our customers. For details, refer to the heading "Operating Metrics – Worksite Employees (WSEs).”

(3) For the year ended December 31, 2022, reflects HRIS Users from February 15, 2022, the date on which we acquired Zenefits, to the end of the period.

MANAGEMENT'S DISCUSSION AND ANALYSISTable of Contents

The following table summarizes our balance sheet data as of December 31, 2024, 2023 and 2022.

Year Ended December 31, · % Change
(in millions)2024202320222024 vs. 20232023 vs. 2022
Balance Sheet Data:
Cash and cash equivalents$360$287$35425%(19)%
Working capital19911533873%(66)%
Total assets4,1193,6933,44312%7%
Debt9831,093496(10)%120%
Total stockholders’ equity6978775(12)%(90)%

A discussion regarding our financial condition and results of operations for 2023 compared to 2022 can be found under Part II, Item 7. Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024.

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 MeasureDefinitionHow We Use The Measure
Adjusted EBITDA• Net (loss) 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, - transaction and integration costs, and- restructuring 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 restructuring 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 the prior period 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 (loss) 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,- restructuring 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.

(1) Non-GAAP effective tax rate is 25.6% for 2024 and 2023, and 25.5% for 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.

In 2024, we changed our presentation method in our Consolidated Statements of Cash Flows to classify changes in WSE and TriNet Trust assets and liabilities as financing activities instead of operating activities. As a result of this change, we will no longer use Corporate Operating Cash Flows as a non-GAAP financial measure.

MANAGEMENT'S DISCUSSION AND ANALYSISTable of Contents

Reconciliation of GAAP to Non-GAAP Measures

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

Year Ended December 31,
(in millions)202420232022
Net income$173$375$355
Provision for income taxes53126127
Stock based compensation655962
Interest expense, bank fees and other (1)624039
Depreciation and amortization of intangible assets757264
Amortization of cloud computing arrangements884
Transaction and integration costs—1737
Restructuring costs49——
Adjusted EBITDA$485$697$688
Adjusted EBITDA Margin9.6%14.2%14.1%

(1)2022 Interest expense, bank fees and other includes $17M of realized investments losses on sales and impairments related to AFS securities.

The table below presents a reconciliation of Net income to Adjusted Net Income:

Year Ended December 31,
(in millions)202420232022
Net income$173$375$355
Effective income tax rate adjustment(5)(2)5
Stock based compensation655962
Amortization of other intangible assets, net192018
Non-cash interest expense321
Transaction and integration costs—1737
Restructuring costs49——
Income tax impact of pre-tax adjustments(35)(25)(30)
Adjusted Net Income$269$446$448
MANAGEMENT'S DISCUSSION AND ANALYSISTable of Contents

Operating Metrics

Worksite Employees (WSE)

Average WSE change is a volume measure we use to monitor the performance of our PEO business. Our PEO clients generally change their payroll service providers at the beginning of the payroll tax and benefits enrollment year; as a result, we have historically experienced our highest volumes of new PEO clients joining and existing clients terminating in the month of January. PEO client attrition, new PEO client additions and changes in employment levels within our installed PEO client base all impact our Average WSEs and Total WSEs as we move through a calendar year.

We support WSEs from the date on which their co-employment with TriNet commences through the end of their co-employment with TriNet and also after their co-employment period. We define WSEs to include co-employees and other individuals receiving PEO services, such as individuals who receive COBRA benefits or are subject to partnership tax reporting as well as individuals who utilize our PEO platform on behalf of TriNet PEO clients. As part of an ongoing effort to ensure that our billing practices best match the expectations of our customers, in the third quarter of 2023 we determined that certain individuals such as those described above and certain co-employees were not previously or consistently counted in Total WSEs and Average WSEs. This resulting adjustment is reflected in Total WSEs for both December 31, 2024 and 2023, and increased Average WSEs by approximately 5,400 and 1,500 related to COBRA users for the years ended December 31, 2024 and 2023, respectively. We intend to continue our ongoing effort to ensure that our billing practices best match the services we provide and the expectations of our customers and in the future we may identify additional individuals that should be included in Total WSEs and Average WSEs.

In December 2023, we implemented a platform user access fee to charge clients for those users of our PEO platform that may not be co-employed by us and to charge clients for co-employees for whom payroll may not be regularly run. In addition to co-employees for whom payroll may not be regularly run, such as partners in a partnership, this also includes individuals authorized by our clients to access and use the PEO platform for functions such as bookkeeping and benefits management. While the amount of revenue we recognized for this service to date has not been significant, these users of the PEO platform for whose access we charged this fee increased our reported Total WSEs by approximately 30,600 as of December 31, 2024 and Average WSEs by approximately 20,200 and 1,000 for the years ended December 31, 2024 and 2023, respectively.

The effect of this new fee is that we are now receiving revenue from two types of users on our PEO platform, those that are co-employed in our PEO business and those that are utilizing our PEO platform, albeit in a more limited capacity. The table below illustrates how those two components comprise our Total WSE and Average WSE metrics.

Year Ended December 31, · % Change
2024202320222024 vs. 20232023 vs. 2022
Average WSEs352,681331,423348,5436(5)
Co-Employed332,456330,423348,5431(5)
PEO Platform Users20,2251,000N/An.m.N/A
Total WSEs360,681347,542348,6524—
Co-Employed330,104335,543348,652(2)(4)
PEO Platform Users30,57711,999N/An.m.N/A

Average WSEs increased 6% when comparing 2024 to 2023, primarily due to the additional co-employed and PEO platform users described above. From a vertical perspective, declines in our Technology, Professional Services and Life Sciences verticals were largely offset by increases in our Main Street, Financial Services and Non-Profit 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 generating revenue, growing our business and retaining clients. Total WSEs increased 4% when compared to the same period in 2023, primarily due to higher PEO Platform Users as the PEO platform user access fee described above was fully implemented during 2024.

Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HCM 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

MANAGEMENT'S DISCUSSION AND ANALYSISTable of Contents

the value we provide to our clients and our resulting revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.

We continue to invest in efforts intended to enhance client experience, improve our new sales performance, and manage client attrition, through product development as well as operational and process improvements. In addition to focusing on retaining and growing our WSE base, we continue to review acquisition opportunities that would expand our product offering and provide further scale.

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